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              Table of Contents Why this Guidebook?……

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3 Statement of Disclosure…..

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…… 5 Understand the CCFC mission, services, policies and programs.

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… 5 Understand your duties and responsibilities as a Board member….

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… 6 Engage and make personal financial contribution towards fundraising for CCFC…..

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11 Support board decisions and treat board matters confidentially…

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. 12 Importance of your Fiduciary duties..

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……………………………………… 13 Sustain Legal and Ethical Integrity……………………………………………………. 14 No Personal Liability…………………………………………………………………… 15 Start engaging yourself………………………………………………………………… 15 References……………………………………………………………………………… 17 Appendix A: Board of Directors Disclosure Form……………………………………… 19 Appendix B: CCFC Theory of Change………………………………………………….. 21    Whythis Guidebook?This guidebook is a simple tool to help new Campaignfor a Commercial-Free Childhood (CCFC) board members understand theorganization and their roles and functions in helping CCFC reach new heights.CCFC is deeply grateful towards your passion and willingness to serve on theboard and understand that leadership takes courage. As a board member, you holdan essential responsibility to govern the organization and strategically directit. This guidebook helps you touch base with the organization and your functionas a board director, to assist you in both: the onboarding process and the rolefulfillment process. Nevertheless, this is only a guidebook. The real success, however,lies on your commitment, clear understanding of expectations, and actions. We trustyou and look forward to new achievements under your leadership.Statementof DisclosureThis guidebook is prepared by DarshanaShakya, a student of Northeastern University College of Professional Studies,as a part of her final project in the ‘Legal and Governance Issues in NonprofitOrganizations’ course. I currently work as an employee in CCFC, and the contentin this guidebook was developed with an objective to strengthen my knowledge ofboard governance and legal duties. The information provided in this guidebook hasbeen reviewed and approved by CCFC and is in accordance with their policies. Ihope to provide this guidebook as a resource to the board members of CCFC, tohelp them improve the efficiency and effectiveness of the board.           Now,you are on the board. What Next?CCFC selects board directors on the basis oftheir commitment towards CCFC’s mission and their individual area of expertisein fulfilling the needs of the board. Now, you are on the board. What Next? Often the question can beoverwhelming but CCFC has put together a list of basic expectations foroncoming board directors to help answer this question and also maintaineffectiveness of the board. As a board director you are expected to:Understand the CCFC mission, services, policies andprograms Increasing your understanding of CCFC, itsmission and programs is the number one responsibility of a board directorbecause it helps you determine if the organization is heading to the rightdirection or not. It also helps identify areas of contribution for boardmembers in line with their expertise.            RISK! Maintaining Fiscal Sponsorship: Changing MissionBecause we are operating under Third SectorNew England (TSNE) fiscal sponsorship (explained in the next section), notethat if the organization’s mission changes, it is crucial to ensure that thenew mission state purpose that is in line with TSNE’s mission, which is to build the leadership and effectiveness ofindividuals, groups, and nonprofits to support a more just and democraticsociety. If our mission becomes incompatible, it might risk our partnershipwith TSNE MissionWorks. Understand your duties and responsibilities as a Board member To explain more clearly, CCFC is a publiccharity and is currently receiving its tax-exempt status under the federal lawas afiscally sponsored project by TSNE MissionWorks. Fiscal sponsorshipsimply means that there is a formal agreement, of an established public charity,which is willing to share its tax-exempt status with another relatively smallcharitable group because it contributes to their mission. Hence, missioncompatibility is important. Under this agreement, TSNE manages and oversees alloperations of CCFC under its corporate structure. The board of CCFC serves asthe required advisory board under the memorandum of agreement with TSNE. Hereis how the role of TSNE MissionWorks and CCFC Board differs, under fiscalsponsorship: TSNE’s Role Board of Director’s Role Responsible for providing general management, financial, administrative and human resources support. Responsible for providing assistance in the areas of project policy development, fundraising, and organizational development. Legally responsible for the project, and all current and future project employees become direct employees of TSNE. Monitor and evaluate the performance of Project Directors. Help build internal capacity of CCFC and CCFC staff by providing training, periodic assessment and consultations when necessary. Provide the fiscal sponsor (TSNE) with advice and recommendations regarding personnel, financial and administrative matters as well as other issues related to CCFC  IMPORTANTBoard members must note that TSNE’s role isonly supportive and supervisory in nature. All the major strategic decisions regardingCCFC like hiring the executive director, determining compensations andreviewing, planning CCFC’s strategy, investing organization’s assets, and resolvingany conflicts of interest, etc. are undertaken by the board. For example, while the annual budgetis administratively supervised by TSNE, it is developed and reviewed by CCFCboard and implemented directly by CCFC staffs. Hence, board members mustexercise their rights to vote and ensure that board decisions are made bysimple majority of a quorum. Basic BoardStructureCCFC boardconstitutes four board of directors officers namely, i) Chair, ii) Vice- Chair,iii) Clerk, and iv) Treasurer. It also has five Standingcommittees:        These Standingcommittees provide you with an opportunity to gain information required to activelymake soundjudgment as a board director. CCFC is committed to provide you with thenecessary information and board members should actively engage in thecommittees they serve in. Board directors can find the details of these committeesand officers role in the CCFC Bylaws provided by the Chair in the orientationkit. However, board should practice duecare in decision-making within their committees as well. For example: Inorder to decide on compensation, executive committee members should base theirdecision on independent review of executive director’s compensation, review of compensationpaid by similar organization, and conduct timely performance evaluation. Notdoing so would question their accountability towards CCFC.RISK! Maintaining Fiscal Sponsorship:Complying with Partner and IRS RegulationAlthough CCFC is granted acharitable status under TSNE MissionWorks, it must still comply with the laws,regulations and accounting standards governing the use of nonprofit funds, likeany other charitable organization. If CCFC is found to use fund fornon-charitable purposes either by TSNE MissionWorks or Internal Revenue Service(IRS), it can lose its fiscal sponsorship and tax-exempt status. Hence, boardmembers must be cautious and fully disclose project activities to TSNE, so theycan seek advice from TSNE wherever necessary.Engage and make personal financial contributiontowards fundraising for CCFC One of the responsibilities of the board isto ensure that the organization has adequate resources to advance their mission.Board members are expected to actively reach out to prospective donors, builddonor relationship and contribute towards raising funds for CCFC. In addition tohelping solicit funds through personal and professional networks, board membersare also expected to financially contribute to CCFC.Hold yourself and your fellowBoard members accountable  Accountability is one of the prime factors indetermining the organization’s sustainability. As a board member you areexpected to hold yourself and your fellow board members accountable for the CCFCmission, financial viability, and the effectiveness of theorganization. Board members must periodically review that the programsand activities conducted are within the scope of CCFC’s mission. Is itcontributing towards achieving our mission?Responsibility forprotecting assets and providing financial oversightIn addition to the above, boardmembers are also answerable to donors and the beneficiaries. They must ensure resourcefuluse of funds and question any unexplained discrepanciesin the financial report presented by Chief finance officer. Importantly, boardmembers must manage financial risks as a core responsibility, and financecommittee must especially be vigilant regarding it. RISK!  Keeping Finances Healthy and TransparentLack of financial oversight couldlead to inaccurate financial reporting, failure to meet legal filingrequirements, and might also risk the reputation of the organization in worstcases. It might also jeopardize CCFC’s partnership with TSNE MissionWorks.Some measures to manage such risk include:Responsibilityfor monitoring and strengthening programsFurthermore, it is also theirduty to monitor, assess, and strengthenthe quality of programs, to help maintain relevancy and effectiveness of theorganization. A case in point, if a new program of CCFC does not contribute tothe CCFC’s mission and instead strays away from promoting healthy childhood; boardmust question the executive director on the program’s relevancy. Top 5 Board Priorities for 2016/2017   Fundraising Development plan with fundraising goals (Development Committee) Bringing new members with development skills on board (BM&G Committee) Financial modeling, including year-by-year projections (Finance Committee) Foundation strategy and outreach plan (Development Committee)   Board Cohesion Board only meets once a year in person, so encouraging connection between meetings/calls (Executive Committee) Creating new lines of communication and contact between board & staff, to keep board up to date on programs and ease ways to participate in/support campaigns and actions (Staff)   Board Leadership Development Short term task force to determine who is in charge of implementing which aspects (Executive Committee) Ensure smooth Vice Chair/Chair transition and new treasurer (BM&G Committee)             Networking Develop short term task force to determine networking opportunities Include staff and board to build networks around programs, development, etc. Focus on helping Board members be consistent ambassadors for CCFC         Communications Plan Develop and implement the communication plan   Serve as an Ambassador for CCFC by informing othersabout the organization  Board members are expected to represent themselvesas frontline advocates for the CCFC’s mission. Any forms of communication withthe public or relation building like interacting with the masses, donors, orinterviewing with media will help expand our reach. It will help CCFC grow andflourish.Support board decisions and treat board mattersconfidentially  It is essential to remember that the board asa whole has the authority, and not any individual member. The board functionsas a unit and every decision is an outcome of collective understanding. Boardmembers need to:§ Contribute to the decision-makingprocess and raise questions § Offer a critical perspectivewherever required, on the basis of their individual expertise§ Understand the sensitivity ofinformation shared on the board§  Be accountable for the decisions made as a board and be able toanswer and defend board’s decision.All in all, board directors are expected tosupport board decisions and treat any board related information withconfidentiality. Make a Commitment of Time CCFC understandsthat board members have their own engagements, however it is of utmostimportance that board members realize that the success of the board liesheavily on their commitment.  Boardmembers are expected to spend at least 3hours per month on activitiesrelated to their service on the CCFC board, including preparation for andattendance at board meetings, committee meetings, and CCFC functions andevents. You are expected to attend every board and committee meeting (in personor electronically), but should inform the Chairperson in advance if you will beunable to attend. Importance of yourFiduciary duties As a nonprofit organization’s board member,you are entitled as a fiduciary, entrusted to protect and act in the bestinterest of the organization, in good faith. As a fiduciary of CCFC, you holdthe organization in trust for the public benefit. In which you have two primaryduties: the duty of care and the duty of loyalty. Duty of care simplymeans that you must exercise reasonable care, and make informed decisions as anormally prudent person would, when acting on behalf of the organization. Forinstance, if you consistently miss board meetings and do not pay due attentionin undertaking financial decisions, because TSNE is supporting CCFC’s financialand administrative operations, it would mean you are neglecting your duty ofcare. Duty of loyalty, on theother hand, mean that you must always act in good faith and in a manner thatyou reasonably believe is in the best interest of the organization. An example ofbreaching duty of loyalty, would be if a board member who while representingthe organization, enters into contract with a service provider devoid ofcompetitive bidding, with the intention to advance his private businessrelation. This example also indicates the importance of understanding conflictsof interest, which in simple terms mean a transaction/arrangement that benefita board member/officer or an employee at the cost of the organization’sbenefit. Watch out for Conflicts ofInterest As a boardmember you need to be cautious about a potential conflict of interest between yourown financial interests and your duty as a board member of the organization. CCFCexpects the board members to review CCFC’s Conflict of Interest Policy and clearlyunderstand the difference and disclose any such conflict, when it arises. Afterreading CCFC’s Conflict of Interest Policy, you are expected to understand: RISK! Avoid Excess Benefit,Private Inurement and Intermediate SanctionsUnresolved conflicts of interest pose seriousthreat to an organization. CCFC expects you to be aware about following risks,and seek action immediately with CCFC’s BoardMembership and Governance Committee, if observed:§  Risk of excess benefit transaction: It exists when compensationarrangements and benefits are unreasonable, and exceed what is deemed fair, toa disqualified person.§  Risk of Private Inurement: It exists when partnerships,joint ventures, and arrangements with management organizations do not conformto CCFC’s written policies, are not properly recorded, and reflect unreasonableinvestment jeopardizing charitable purposes resulting in impermissible privatebenefit.§  Risk of Intermediate Sanctions:  These are fines that the Internal RevenueService imposes when a disqualified person receive compensation or benefitsthat exceed the value of services or goods, they had provided for theorganization.Sustain Legal and Ethical Integrity CCFCwas formed to serve the benefit of healthy and a commercial-free childhood, andit should remain accountable to it. Being a public charity, CCFC board must abide by the legalobligations and honestly follow the organizations policies and procedures. Thisincludes complying with legal annual government filing requirements,adhering to the conflict of interest policy, and to the internal financial controlsprocedures in place. Board should ensure transparency, and a safe andequal environment for everyone in the organization. In anevent of any illegal or unethical conduct within the board or charity likemisuse of charity’s resources, CCFC board members and staff must have access tothe organization’s Whistle BlowerPolicies. This ensures them the right to report any inappropriate action orsuspicion, and safeguards them from personal retaliation or any form ofpenalty.No Personal Liability The FederalVolunteer Protection Act protects the members, directors, and officers of theorganization, who function as a volunteer. According to which you shall not bepersonally liable for any debt, liability or obligation of the organization,provided you were:§  Authorized and were acting within the scope of your assignedresponsibilities§  Exercising your duty of care and did not intentionally ignore therights or safety of the individual harmed by the volunteer §  Acting in good faith, and not engaged in willful or criminalmisconduct, and gross negligence Start engaging yourself You can check out our Annual report 2016. Ouractivities have been possible due to the sincerity and hard work of our vibrantteam of leadership and executives. We are glad to have you on board with ourteam and you can start by getting to know our Board members and CCFCstaffs. We also actively share our news and ideason social media. Connect with us on Facebook and Twitter. We would love to share your ideas and concerns regarding ourmission.     10 Quick Tips to be an Effective Board Member      1. Learn about the organization 2. Familiarize yourself with theorganization’s governing documents 3. Know your Team members 4. Focus on your professionaldevelopment as a board member 5. Be punctual and attend regularly6.  Stay updated on the organization’s finances and programs 7.  Engage in timely monitoring and evaluation  8.  Spread the word about the organization 9.  Be cautious about any Conflict of Interest 10.   Enjoy the experience of being onthe Board             References Barlow, J.(2016, February 23). How to be an Effective Board Member. How to Be anEffective Board Member | BoardEffect. Retrieved November 25, 2017, fromhttp://www.boardeffect.com/blog/how-to-be-an-effective-board-member/HOWE, F.(2000, November). The Board Member’s First Duty: Accountability. RetrievedNovember 22, 2017, from https://www.snpo.org/samples/V180613.pdfKatz, D. A.(2016, February 1). So You’re Thinking of Joining a Public Company Board. SoYou’re Thinking of Joining a Public Company Board. Retrieved November 28, 2017,fromhttps://corpgov.law.harvard.edu/2016/02/01/so-youre-thinking-of-joining-a-public-company-board/Korngold, A.(2012, November 9). The Role of the Nonprofit Board: Four Essential Factors forEffective Governance. The Role of the Nonprofit Board: Four EssentialFactors for Effective Governance | HuffPost. Retrieved November 28, 2017, fromhttps://www.huffingtonpost.com/alice-korngold/the-role-of-the-nonprofit_b_1867740.htmlM. (2017,August 23). 6 Tips on How to Become a More Effective Board Member. 6 Tipson How to Become a More Effective Board Member – Evercondo. Retrieved November25, 2017, fromhttp://blog.evercondo.com/index.php/2017/08/23/6-tips-become-effective-board-member/Sattely, J.n.d.A White Paper: On Comprehensive Fiscal Sponsorship. Retrieved November 15,2017, fromhttp://www.tsne.org/sites/default/files/White-Paper-Fiscal-Sponsorship.pdfStamm, S. J. (2016,April 28). Not Just a Job: What Makes a Good Board Member?. Not Just AJob: What Makes a Good Board Member? | BoardEffect. Retrieved November 20,2017, from http://www.boardeffect.com/blog/what-makes-a-good-board-member/Siegel, J. B. (2006). A desktop guide fornonprofit directors, officers, and advisors: avoiding trouble while doing good.Hoboken, New Jersey: Wiley & Sons, Inc.(2017,April). Board Member’s Guide. Retrieved November 12, 2017, fromhttps://nma1.org/documents/guidebooks/Board_Members_Guide.pdf