Should a CEO sit on the board of his/her own directors' companies?

Tuesday, December 29, 2009

IRS Issues 990 Guidelines to Its Agents

It's time to start thinking about filing your organization's 990. As you undoubtedly know, the new form looks very different from that in years past. The IRS has been providing its agents with guidelines that will help them evaluate the completed forms they receive. We thought you might want a copy of those guidelines so that you can be sure you are meeting the agency's expectations.

Governance Project: Guide Sheet for Completing the Project Check Sheet

1. Enter the Agent’s name and group number.

2. Enter the name of the organization examined.

3. Enter the EIN of the organization examined.

4. Enter the tax period or periods examined.

5. Enter the Form being examined (Form 990, Form 990-EZ,or Form 990-N). If different Forms were filed, enter the Form filed for the primary year under
examination. If the organization was not required to file a Form 990, Form 990-EZ,or Form 990-N, select Not Applicable.

6. Enter the organization’s foundation code.

7. Select Yes or No depending on whether the organization has a written mission statement that reflects its current I.R.C. § 501(c)(3) purpose(s). If the organization does not have a written mission statement, answer No. Likewise, if the organization has a written mission statement but its current activities do not reflect that mission statement, answer No even if the organization is fulfilling other appropriate I.R.C. §501(c)(3) purposes.

8. For each item, select Yes – just officers, Yes – just directors, or Yes – both, as appropriate, based upon whether the organization’s bylaws address the listed
information with respect to those individuals. Select No if the bylaws do not address the listed information at all, or N/A – No Bylaws if the organization has no bylaws.

9. Select the appropriate box or boxes corresponding to those individuals or groups of individuals to whom the organization provides copies of its most recent articles and bylaws.

10. Enter the number of board members with voting rights as of the first date of the primary tax year under examination.

11. a. Select the appropriate response (Once per year, Twice per year, Quarterly, Once per month, Twice per month, or Other) depending on the number of times the board met during the primary year under examination.
b. Select the appropriate response (Once per year, Twice per year, Quarterly, Once per month, Twice per month, or Other) depending on the number of times the board met during the primary year under examination. The board includes members with voting rights as well as those without voting rights. For purposes of this question, the term full board does not require that all board members actually be present.

Example: If all board members were invited to attend a meeting and the board
actually met, then this would qualify as a meeting of the full board.

12. Select the appropriate response (Yes-met the requirements, Yes-exceeded the requirements, No-did not meet the requirements) depending on whether the number of meetings actually held by the board met or exceeded the meeting requirements as set forth in the bylaws.

For example, if the bylaws provided that the board would meet monthly (twelve times in a year) and the board only met ten times during the primary year under examination, then the response would be No. If the board does not have bylaws, the appropriate response is N/A – No bylaws.

13. Select Yes or No depending on whether compensation arrangements for all officers, directors, trustees, and key employees are approved in advance by an authorized body of the organization composed of individuals with no conflict of interest with respect to the compensation arrangement. If anyone with a conflict of interest with respect to a particular compensation arrangement participated in the approval of that particular compensation arrangement, the appropriate response is No. Select N/A – No Compensation Provided as appropriate. For purposes of this question, officers,directors, trustees, and key employees are the same as the definitions contained under I.R.C. § 4958.

14. a. Select Always, Sometimes, or Never depending on whether the organization’s authorized body relies upon comparability data in making compensation determinations. Select N/A – No Compensation Provided as appropriate.
b. If you responded Always or Sometimes to 14a, select the appropriate box or boxes corresponding to the comparability data considered by the organization in making its compensation determinations.
c. If the Other response is selected for 14b, please write in a brief description of the other comparability data referred to.

15. Select Yes or No depending on whether the organization contemporaneously documents the basis for its compensation determinations. For example, do the organization’s meeting minutes or other documents, created at the time compensation is approved, reflect the reasons underlying particular compensation determinations?Select N/A – No Compensation Provided as appropriate.

16. a. Select Yes or No depending on whether any of the organization’s voting board members have either a family or business relationship with any other voting or nonvoting board member, officer, director, trustee, or key employee. Family relationships include those of spouses, brothers or sisters, spouses of brothers or sisters, ancestors, children, grandchildren, great grandchildren, and spouses of children, grandchildren and great grandchildren. For purposes of this question, officers, directors, trustees, and key employees are the same as the definitions contained under I.R.C. § 4958.
b. If you responded Yes to question 16a, enter the number of such family or business relationships that exist.
c. If you responded Yes to question 16a, enter the number of voting members with family relationships, the number of voting members with business relationships, and the number of voting members with both types of relationships with any other voting or non-voting board member, officer, director, trustee, or key employee. The number of family, business, or both relationships should equal the number of relationships indicated in question 16b.

Example: An organization has a total of ten board members. Husband and Wife both serve on the board. Wife and another board member are the sole shareholders in a for-profit corporation. In addition, Wife and Husband are partners in a for-profit organization. For 16a, the answer would be yes. For 16b, the total number relationships would be two. For 16c, the answer would be one business relationship (the relationship between Wife and the other board member) and one for both (since Husband and Wife have both a family relationship and business relationship.

17. Select Yes or No depending on whether effective control of the organization rests with a single or select few individuals. For example, is there a single individual or small group of individuals to whom the board typically defers?

18. a. Enter Yes or No depending on whether the organization has a written conflict of interest policy.
b. If you responded Yes to question 18a, select Yes or No depending on whether the conflict of interest policy addresses recusals. If you responded No to 18a, select Not Applicable.
c. If you respond Yes to 18a, select Yes or No depending on whether the conflict of interest policy requires annual written disclosures of conflicts of interest. If you responded No to 18a, select Not Applicable.
d. Select Never adhered to, Sometimes adhered to, Always adhered to, or Not
Applicable depending on whether the organization’s conflict of interest policy was adhered to. For example, did those with a conflict of interest on a particular matter recuse themselves from the corresponding decision making process? If you responded No to 18a, select Not Applicable. If no actual or potential conflicts of interest were disclosed during the primary year under examination, select Not Applicable.

19. Select Yes or No depending on whether the organization has systems or procedures in place intended to ensure that assets are used properly and consistently with the organization’s mission.

20. a. Select Never, Once per year, Twice per year, Quarterly, Once per month, Twice per month, or Other depending on how often the organization provided board members with written reports of the organization’s financial activities. The board includes members with voting rights as well as those without voting rights.
b. Select Never, Once per year, Twice per year, Quarterly, Once per month, Twice per month, or Other depending on how often the board discussed/considered reports of the organization’s financial activities. For example, look at whether the organization maintained complete, current, and accurate financial records, and whether the board had and exercised the opportunity to discuss/consider those reports and records. The board includes members with voting rights as well as those without voting rights.

21. Select Yes or No based on whether, prior to filing, the organization’s Form 990 was reviewed by either the full board or a designated committee. Please note that the question addresses a review of the Form 990 prior to filing, not merely receipt of the Form 990 prior to filing. If the organization was not required to file a Form 990,Form 990-EZ, or Form 990-N then select Not Applicable.

22. a. Select Yes or No depending on whether an independent accountant’s report was prepared during the primary year under examination.
b. If you responded Yes to 22a, select Yes or No depending on whether the
accountant’s report was discussed/considered by either the full board or a designated committee. If you responded No to 22a, select Not Applicable.

23. a. Select Yes or No depending on whether a management letter was prepared by an independent accountant during the primary year under examination.
b. If you responded Yes to 23a, select Yes or No depending on whether the
management letter was reviewed by either the full board or a designated committee. If you responded No to 23a, select Not Applicable.
c. If you responded Yes to 23a, select the appropriate response (Yes - adopted some, Yes – adopted all, or No – adopted none) based on whether the organization adopted any of the recommendations contained in the management letter. If you responded No to 23a, select Not Applicable.

24. a. Select Yes or No depending on whether the organization has a written policy for document retention and destruction.
b. If you responded Yes to 24a, select the appropriate response (Yes – all of the
time, Yes – some of the time, or No – none of the time) depending on whether the organization adhered to its written document retention and destruction policies during the primary year under examination. If you responded No to 24a, select Not Applicable.

25. Select the appropriate response (Yes – all of the time, Yes – some of the time, or No – none of the time) depending on how often the board of the organization contemporaneously documents its meetings and retains this documentation.

26. Select the appropriate response depending on whether your examination was hindered by a lack of necessary documentation. Consider whether documents that should have been available were never produced, prematurely destroyed, or otherwise unaccounted for.

27. Select the examination disposal code for the primary return from the drop down menu.

28. Select the principal issue codes for the primary return from the drop down menus.

Monday, December 7, 2009

How Can I Get My Board to Evaluate Me?

Q: Could you refer me to an appropriate form or format for executive director evaluation? I am the executive director. While the board says it appreciates the work I have accomplished, I can’t seem to get anyone to formalize this feedback or talk about the raise I was promised as inducement for my accepting the position originally. I submitted a detailed progress report on my first anniversary, enumerating all that I had achieved. This included cutting costs equal to my annual salary, creating procedures where none existed previously and building our brand. I find myself, seven months later, still waiting for my first evaluation. The board recently asked me to find an evaluation form that it can use to facilitate the process. I’m hoping that if I give the directors one, they will finally sit down with me. In doing my research I came across your article, “Evaluating the Top Administrator: A New Approach,” and I thought you might be able to point me in the right direction. Thank you.

A: I can feel your frustration. It’s hard putting your heart and soul into a job, not knowing whether your bosses think you are on the right track, let alone whether or when you’ll get that promised raise. All of us deserve an evaluation. It’s the opportunity to get some pats on the back and learn where we need to grow.

However, I’m not surprised that your board keeps putting off your evaluation. As you read in the article to which you refer above, most people are very uncomfortable judging others. And, in today’s economy, where uncertainty reigns, you can understand why the directors might be less than anxious to provide any evaluation, let alone one they tied to a raise.

Let me start by saying congratulations for all that you have accomplished in a relatively short time. It is impressive and I’m sure the directors that verbally express appreciation are sincere. I must ask, though, whether these goals were the board’s priorities or yours. The fact that the board as a whole has not rushed to praise you leads me to suspect that these were your priorities and the board doesn’t know how to say it wishes you had done other things instead. I further suspect that the directors are hoping you will present them with an evaluation form that lists a plethora of typical tasks that they can then say you ignored as you forged ahead following the beat of your own drummer.

I hope I am wrong. The only way to avoid this in the future is to sit down together with your board and create a list of specific goals that are tied directly to the organization’s vision and for which you will be responsible. Each goal should be measurable and have a deadline for achievement. Each should specify whether the accomplishment is expected or whether it would be seen as exceeding expectations. Any promises of a raise should be in writing and tied to these goals. (Note – in these times do not be surprised or upset if the board doesn’t wish to commit to any sort of raise or bonus. Most likely, it is just being prudent with the organization’s funds.) I would also suggest that you put dates on the calendar right now for a quarterly or six-month review. The dates are more likely to be honored if they are already scheduled. If you wait until the evaluations are due it is too easy to let day to day crises prevent you from making the necessary time.

Of course none of this addresses the specific concerns you raised. I would go to your board chair and ask for a date within the next two weeks that you can put on your calendar for an evaluation. I would remind him or her that evaluations are a “best practice.” They are more critical today than ever before because they will ensure that you and the board are of a single mind moving forward in these chaotic times. You are holding your staff accountable for meeting the needs of the community and you expect to be held accountable as well. You are always looking to grow and you know that you can benefit from the board’s observations. You count on the board’s ability to share the community’s perceptions of you and the organization, and an evaluation provides the perfect opportunity to get these perceptions out on the table…. I could go on, but I’m sure you get the idea. The one thing I would not mention is that you are looking forward to discussing money. Get the evaluation first. You can always speak about money later.

When you approach the board chair I would acknowledge that you were asked to find an evaluation form that the board can use. I would say, however, that the more you researched the more you heard that off-the-shelf evaluation tools prove inadequate because no two executive director/CEO jobs are the same and check boxes or Likert scales fail to adequately reflect either the job that is being done or that needs to be done in the future. You can refer him or her to the article you found and referenced in your question. Suggest that you are willing to sit down with a small group of directors to help them determine the skills and characteristics that they see as important for the executive director of your organization to have at this time in history and at this point in the organization’s march toward vision accomplishment. You might also say that you have given the subject some thought and are prepared to help the board committee come up with something mutually satisfactory in a single meeting. (Remember, you don’t want this process to drag on any longer.) Of course, that means you must do your homework and be prepared to come with your ideas fully formed!

Good luck.

Friday, October 30, 2009

Saying Goodbye to Tucson

We completed our fifth day of the Community Driven Institute immersion class. We have worked through the three phases of community impact planning, starting with the vision, followed by the conditions that need to be present to achieve the vision, the values that will guide actions, and finally how to create organizational wellness for “thrivability.” We have discussed in depth how we can do a better job as consultants to facilitate our clients’ reaching their greatest potential.

As a reward for all our hard work, over lunch on this final day of class we celebrated all we have learned from our extraordinary teachers Hildy and Dimitri and then we celebrated what we learned from and about each other. We ended our day, and this week that has enriched our lives so very much, at the Sonora Desert together watching the sun set behind the mountains. As we drove away from the beautiful red/orange sky, we knew this was not an end but the beginning of our work “off campus,” with our own clients, our partners in making the world a better place.

Thursday, October 29, 2009

Thursday’s Musings from Tucson

It was another stimulating day at the Community Driven Institute. One lesson that stuck in my head – maybe because I was a communication major in college – is that our choice of language can keep us from achieving our vision. “Barriers,” “blocks,” “obstacles,” “threats,” “weaknesses,” “challenges” and “if only” are just of few of the terms that we commonly use, even intentionally invoke, when planning for our futures. The rationale is that by identifying such factors we will know how best to proceed. However, these terms are insidious in that they strip us of power. They plant the seed that our vision is unrealistic if not impossible to achieve.

In truth, what we typically identify as items standing in the way of our success are merely conditions that exist. Conditions we can expect to come across on our journey toward creating an amazing community. Conditions devoid of connotation – negative or positive. Conditions we are fully capable of successfully confronting head-on or avoiding altogether.

When we slip and start talking about impediments to our moving forward we need to stop ourselves and ask, “So, we would want to see what?” This will keep us from becoming mired in the mud and refocus us on the firm path before us.

Wednesday, October 28, 2009

More news from Tucson

As Terrie wrote in her blog yesterday, we are taking part in an incredible five-day immersion class taught by the brilliant Hildy Gottlieb and Dimitri Petropolis of the Community Driven Institute. Today was day three. Each day is building so naturally upon the one before, it is easy to lose track of the huge amount of information we are packing into our little brains. Until, that is, we take a few minutes to reflect at the end of the day about what has stood out for us. Then, we begin to understand the depth of the concepts we are processing and the changes we are seeing in ourselves.

Today, we took the vision and values exercises we did yesterday and applied them. We learned how to better help organizations use these vision/value discussions to anchor them as they move toward creating their best potential, their dream community. Among the many things I learned today is the "means" to better guide these discussions to the highest "ends," and in so doing to always Trust the Process, and Trust the [people in the] Room.

It continues to astound all of us how Hildy has distilled a lifetime of work into this amazing Community Driven Institute. This immersion course is taking us as consultants to the next level so we can better do our part to create the healthy, compassionate, vibrant world we seek. I for one am thrilled to be on the journey and can't wait to see what I will be packing into my head tomorrow. Stay tuned!

Tuesday, October 27, 2009

Random Thoughts from Tucson – Tuesday

Gail Meltzer and I are In Tucson this week, taking part in the Community Driven Institute. The brainchild of Hildy Gottlieb and Dimitri Petropolis, the Institute evolved out of Hildy’s book, The Pollyanna Principles, and focuses on governing for what matters, instilling a “culture of can” and engaging the community in creating amazing futures where organizations actually achieve their visions.

The class is small – there are only five participants – so we are able to explore issues in depth. It is also incredibly intense. We are meeting from 8:30am to 5:15pm everyday for a full week. We walk out of the Institute each evening with our brains overflowing with new ideas for helping our clients dramatically move their organizations forward. While you will be hearing more from us about the concepts we are exploring as time goes by, Gail and I want to share some of our excitement with you now. Therefore, we’ll be blogging the rest of the week.

The focus today was on vision and values. If you have ever worked with me, you know that I am a firm believer in the power of vision and values and that they should guide every decision you make. However, in the future, be assured that these two elements will take an even more hallowed position in the work that we do. There is a saying that when you reach for the stars you may not quite get one but you won't come up with a handful of mud either. By embracing vision and values you can change the community in ways you never thought possible. In today’s environment, where violence, pollution, hunger, poverty, drugs, illness and other issues cloud our future, it is incumbent upon us to fulfill our promises to the community. And, it is doable merely by keeping our eyes on what is important and working backwards from there!

Wednesday, October 7, 2009

DO’S AND DON’TS OF CHOOSING A GRANT WRITER

Q: We are looking for a grant writer. A few people on the board suggested different individuals they knew from other organizations, but they seem expensive and only one said she’d be willing to work on a contingency basis. While most of us wanted to go with her, someone on the board said we can’t. The rest of us don’t really understand why not. And, if that’s true, we definitely don’t have the money to make a mistake. How do we know who to choose? We agreed to write you and go along with what you said.


A: While I can’t promise to help you make the “right” choice, I can help ensure that you make a better choice.

Let’s start with the easy part of your question – the contingency fee. Whoever on your board said you should steer clear of this person was offering good advice. On the surface, such a “guarantee” of success seems like the most prudent approach to take. The grant writer appears confident enough of her ability to obtain the grant on your behalf that she is willing to risk her time and energy on the chance of a return. That seems to imply that this person is more competent than the others. On top of that, you don’t have to put any money out until you have money in your pocket. However, there are several reasons why the seemingly smart move is the wrong move in this case. Let me share just two here.

First, every professional organization to which a fund raiser in general and a grant writer in specific might belong forbids contingency fees in their codes of ethics. While we could debate the validity of the reasons for this, that is not at the heart of your question. I think it is enough to say that if this person is going against what is deemed standard ethical behavior in the field, either she is not as familiar with the field as she thinks, she’s new and feels that this is a good way to break in, or she is knowingly ignoring the standard and then you have to question what other ethical standards she might ignore while representing your organization.

Second, most grant guidelines clearly state that any costs associated with writing the grant proposal cannot come out of the grant. This means that she is going to have to hide her payment in the proposal. It also means that you will have to play with the books in order to maintain the charade when, if you get the grant, you report back to the funder – as required – on the use of the funds. I trust you don’t want to take that road. If you do and your antics are discovered, you may not only have to pay back the money, but you stand a chance of never getting another grant.

So, if you’re going to bite the bullet and pay for your grant writing services upfront, how do you make the best choice? You took a good first step by asking board members who they have successfully worked with in the past. A strong track record is an excellent indicator. Ask for the percentage of grants each person has gotten funded. You might also want to find out the average size of each grant. Someone might have a great success rate, but only have experience, for instance, with grants under $35,000 when you are looking to go after a several million dollar grant.

I would ask each of these individuals about the mission areas in which they specialize. Most grant writers tend to focus on one or two. Someone who already works in your mission area will know who the funders are, what they are looking for and how they like their proposals written. In addition, they will know where to find many of the relevant demographics and other statistics to be included.

I would see what each requires of your organization. Grant writing is a partnership. The grant writer cannot do the job on his/her own. An experienced grant writer will be able to tell you exactly what the organization’s role in the process will be and what materials the organization will have to produce.

Assess the chemistry. Again, this is a partnership. You will be working closely together and often on short deadlines that can test the best relationships. You need to feel comfortable with this person.

Ask to see writing samples. While the person should not be giving you another organization’s grant proposal without having previously obtained permission, or at least redacting all identifying information, you can look at almost any writing sample to determine if the person writes coherently and is attentive to spelling, grammar and basic layout.

Finally, there is now national certification for professional grant writers. The lack of such certification does not mean that someone is a bad grant writer. This certification has only been available for a relatively short while, so few have had the opportunity to work through the process. And, some grant writers who have been working successfully for a long time and have a loyal clientele may never feel the need to go through the process. Besides, the possession of certification does not guarantee someone is a star. However, the rigorous process does rightly grant you some assurance that the person has had several years of experience in the field and has demonstrated a high level of knowledge about it. You can find the names of those who have obtained certification by going to http://grantcredential.org/gpc-certification/credentialed-grant-professionals.aspx.

Just remember, you can find the best grant writer in the world but you should still not expect grants to be the primary source of your funding. You need a diversified funding stream – especially today when grants funding is down significantly.