Annual Board To-Dos

Key Issues

What’s on the agenda for your board this year? Are you covering the bases of good governance? Below, we offer a checklist of annual board to-dos—prepared for foundations that are up and running (not start-ups). Those that are required by law are in bold; others are recommended. Items on the list should be done annually or as noted in parentheses. If your foundation has staff, keep in mind that the board is responsible for ensuring that tasks are completed. Some tasks cannot be delegated but must be done by the board, including approval of the foundation’s mission, bylaws, meeting minutes, budgets, grants, insurance, and investment strategies. Also, in addition to these tasks, the board must understand and follow the private foundation rules and the fiduciary duties of care, loyalty, and obedience.

Action Items

Governance

  • Mission and vision—establish or update (as needed)
  • Bylaws—review and update (every 5 years or as needed)
  • Board meetings—give notice, take care of business, hold elections, set meeting calendar (once/year at minimum or more often as appropriate)
  • Meeting minutes—take and approve previous (each meeting)
  • Board policies—create and approve or update. Consider:
    • Attending fundraisers
    • Board membership
    • Conflict of interest
    • Perpetuity or sunset
    • Personnel (if any)
    • Records retention
    • Spending
    • Travel and expense reimbursement
    • Trustee compensation
    • Whistleblower
  • Board development and succession—plan, recruit, and orient (as needed)
  • Directors & Officers (D&O) liability insurance—consider and purchase (if desired)
  • Executive director or other staff—review performance, salary, benefits

Tax and Legal

  • Federal income tax—file Form 990-PF (and Form 990-T if appropriate); pay excise tax
  • State corporate filing—file in every state the foundation is registered, if foundation is incorporated (usually annually, but in some states, every 2 years)
  • State income tax—file form if required, depending on state (annually if required)
  • Employment taxes—pay if foundation has paid staff (varies)
  • Local property tax or tax exemption—file if applicable and required (varies)
  • State sales tax exemption—file if available, depending on state law (varies)
  • Professional advice—check with attorney or CPA to ensure that there are no additional requirements in your locality (as appropriate)

Financial Oversight and Investments

  • Annual 5% minimum qualifying distributions—determine and pay out (annually)
  • Budget—create and approve
  • Balance sheet and actual vs. budget reports—review (each meeting)
  • Investment Policy Statement—prepare or review (optional but recommended)
  • Investment performance and investment managers—assess (as appropriate)

Grantmaking

  • Grant guidelines—create and review (as appropriate)
  • Grant policies—create and approve or update. Consider:
    • Discretionary grants
    • Disaster grantmaking
    • General operating support grants
    • Grants to needy individuals
    • International grants
    • Multiyear grants
  • Applications—invite and review if appropriate (each grant cycle)
  • Grants—approve (each grant cycle)
  • Grant reports—review (for larger grants; each grant cycle)
  • Report to grantees and public—write and produce (if desired)

Administration

  • Recordkeeping—maintain binders or files that contain incorporation documents, bylaws, IRS tax exempt determination letter, and any other correspondence, board policies, meeting minutes, and filed tax and legal forms (update as needed or after each meeting)
  • Bookkeeping—write and track checks, balance accounts, prepare financial reports (monthly)
  • Board meetings—remind and give notice to members of dates, times, and locations; send financial reports, investment reports, previous meeting minutes, appropriate grantmaking information; facilitate communication among board members (between meetings)
  • Meeting minutes—prepare and distribute (after each meeting)
  • Grantmaking—collect applications, write checks, collect grant reports (each grant cycle)
  • Technology—assess and update systems, including phone, fax, e-mail, website (as needed)
  • Payroll—pay staff (each payroll period)

Improve Your Grantmaking: Additional Topics to Explore

  • Evaluation of your foundation’s impact, community need, board, or grantees
  • International grants, funding advocacy, or expenditure responsibility grants
  • Grants to individuals (including scholarships)
  • Mission related investing (MRI; similar to Socially Responsible Investing, or SRI)
  • Program related investing (PRI)
  • Site visits
  • Strategic planning, including succession planning and engaging the next generation
  • Working with other funders (including community foundations)

Additional Resources