Pro Bono Partnership of Atlanta

Board of Directors

Top 10 Questions Nonprofit Board Members Should Ask – Part II

Part II of a two-part series

As a board member, it is not enough for you to just sit back and listen. Under state law, nonprofit board members have a duty of care that requires them to ask questions and be knowledgeable about the activities of the organization. You also have the ability to prevent costly and time-consuming problems down the road by raising potential issues now. Find out the questions you should ask in order to help keep your organization legally compliant.

Executive Directors, invite your Board to join you in watching this informative webcast in which our speaker will:

  • Identify the most common legal pitfalls for nonprofits and the consequences of inaction;
  • Suggest questions you should ask in order to identify potential issues at your nonprofit; and
  • Inform as to how you might work together to resolve those issues.

Speaker: Rachel Spears, Executive Director of Pro Bono Partnership of Atlanta

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Top 10 Questions Nonprofit Board Members Should Ask – Part I


Part I of a two-part series

As a board member, it is not enough for you to just sit back and listen. Under state law, nonprofit board members have a duty of care that requires them to ask questions and be knowledgeable about the activities of the organization. You also have the ability to prevent costly and time-consuming problems down the road by raising potential issues now. Find out the questions you should ask in order to help keep your organization legally compliant.

Executive Directors, invite your Board to join you in watching this informative webcast in which our speaker will:

  • Identify the most common legal pitfalls for nonprofits and the consequences of inaction;
  • Suggest questions you should ask in order to identify potential issues at your nonprofit; and
  • Inform as to how you might work together to resolve those issues.

Speaker: Rachel Spears, Executive Director of Pro Bono Partnership of Atlanta

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How to be a Conscientious Board Chair

Directors have legal duties to their nonprofit, and the board chair is in a unique position to oversee these duties.  A chair can lead the board not just to govern, but to set the organization up for long-term success.  In this episode of the PBPA Podcast, Marianna Faircloth with The Home Depot will outline best practices and simple reminders for board chairs to lead a solid and legally compliant board.

Episode 28 Transcript

Episode 28 -How To Be A Conscientious Board Chair

Can I Pay my Board Members?

While nonprofit board members are motivated to serve by passion for an organization’s mission, could a nonprofit also pay them?  Paying nonprofit board members for their service raises many legal issues that are very difficult to overcome.  Read this article to learn about the types of payments a nonprofit might make to a board member, which ones are permissible, and which ones you should avoid.

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Can we pay a board member

Diversity, Equity & Inclusion Initiatives: Keeping Your DEI Initiatives Legal

Whether your nonprofit has had Diversity, Equity & Inclusion (“DEI”) at its core since inception, or you are just now hearing about it for the first time, DEI programs should be evaluated both at conception and on an on-going basis. Otherwise, these good intentions may sometimes have unintended consequences.  In this episode of the PBPA Podcast, Abby Larimer with the law firm Ford Harrison will speak to us about how to legally focus on diversity, equity and inclusion at your nonprofit.

Episode 22 TranscriptEpisode 22 Transcript - Diversity Equity & Inclusion Initiatives

Board Members and Personal Liability: Options for Nonprofits to Minimize their Risk

In this episode of the PBPA Podcast, Erin McGinnis answers our questions about shielding board members from personal liability for volunteer services, while also minimizing risk to the organization. Our guest will walk us through the many options available to Georgia nonprofits, including exculpation, indemnification, advancement of litigation expenses and directors & officers insurance.

Guest: Erin McGinnis, Partner at Nelson Mullins

Episode 14 – Minimizing Risk of Director Personal Liability Transcript

Episode 14 - Minimizing Risk of Director Personal Liability Transcript

Webcast: Whose Job is it Anyway? Navigating Board-Staff Relationships at a Nonprofit

Nonprofit staff and board are all on the same team, but problems can arise if the roles of team members are unclear. In this webcast, PBPA’s Justine Cowan, who has served as both an executive director and a board member herself, will discuss how to navigate the complex board-staff relationship, including:

• Key policies that strengthen the board-staff partnership;

• How board and staff duties may evolve as an organization grows;

• Troubleshooting issues when the board-staff line gets blurred.

Speaker: Justine Cowan, Staff Attorney at PBPA

View the Webcast

Slides – Board Roles

Slides - Board v. Staff Rolesv2

Webcast: Three Habits of Highly Effective Board Members

PBPA Executive Director, Rachel Epps Spears discusses the good habits that make a successful board member. Learn to be an effective partner to the organization you care so much about and help avoid the pitfalls of financial mismanagement. This knowledge is more important than ever, especially considering recent closures of several well-established nonprofits in Atlanta.

View the webcast here.
Slides – Habits of Effective Nonprofit Boards

Slides- Three Habits of Highly Effective Nonprofit Board Members

Webcast: Maintaining Your Tax Exempt Status When You Have Close Ties with a Separate For Profit

Many small nonprofits have close ties to separate for-profit corporations.

– Does a for-profit provide a lot of your 501(c)(3)’s support?
– Was your 501(c)(3) public charity started by a for-profit entity that does similar or connected work to your 501(c)(3)?
– Do you share clients or refer clients to one another?

These scenarios, plus others, may risk the 501(c)(3)’s public charity and tax-exempt status if not closely evaluated. During this webcast, our speaker will discuss these risks and how to manage them.

Speaker: Robyn Miller, Senior Tax/Corporate Counsel at Pro Bono Partnership of Atlanta

Click here to view the webcast.

Slides – Maintaing Your Tax Exempt Status When You Have Close Ties With A Separate For Profit

Slides- Maintaining Your Tax-Exempt Status When You Have Close Ties with a Separate For-Profit

Webcast: How to Prepare and Run a Board Meeting

Nonprofits hold board meetings quarterly if not monthly. These meetings are required by the organization’s bylaws and at least yearly by law, but it’s hard to find training for Executive Directors, CEOs and Board Chairs regarding how to prepare for and run such meetings. More importantly, how does one make such meetings effective?

During this webcast, our speaker addresses the following:

  • How to prepare for board meetings
  • How to run board meetings
  • Documents associated with such meetings
  • How to keep board meetings focused and on track, and
  • Key follow up steps after a board meeting

Presenter: Robin Sangston, V.P. Chief Compliance and Privacy Officer, COX Communications

View the webcast here.
Slides – How to Prepare and Run-a Board Meeting

Slides- How to Prepare and Run a Board Meeting

Webcast: Open Records and Open Meetings

Under Georgia law, government agencies and even some nonprofits are required to make certain meetings and records open to the public. Georgia’s Open Records Act and Open Meetings Act provide broad public access to such records and meetings.

During this webinar, our speaker helps nonprofits understand:

    1. – When a nonprofit is required to comply with Georgia’s Open Records and Open Meetings Acts;
    1. – What constitutes an open record and an open meeting; and
    – How to comply with Georgia’s Open Records and Open Meetings Acts

Presenter: Marquetta Bryan of Nelson Mullins

Click here to view the webcast.

Slides – Open Records and Open Meetings

Slides- Open Records and Open Meetings

What is a “Member” of a Nonprofit?

While many nonprofits use the term member to mean supporter, donor, participant or friend, the term “member” actually has a technical definition under Georgia law. Deciding on whether or not your organization should have members in a legal sense is important because it affects who controls the organization. Learn more about what it means to have members in this article.

Article: Georgia NonProfit Members

Webcast: Competing Professional or Personal Interests: When Somebody’s Gain is Your Organization’s Loss

Does your organization ever work with businesses owned by a board member, Executive Director or employee or someone related to one of those people? Maybe hire a printing company or rent office space from such a person or company? Use a caterer for an event who is married to a Board Member? Has your Executive Director written a book related to the mission of the organization or does he or she receive speaking fees for speeches s/he gives? All of these examples raise potential conflicts of interest issues. Some of these conflicts can put the organization and its decision-makers at risk of penalties.

Most nonprofits have a Conflicts of Interest Policy, but many nonprofits don’t really understand what it covers, how to properly use the policy and how to comply with it. Questions to be asked include: Who is gaining what? Is the organization getting the best deal? Have other options been considered? Who is involved in making the decision? Has the organization documented any of this information or its decision?

During this one hour webcast, our speaker will:

• Explain what a Conflicts of Interest (“COI”) policy and Procedure should include,
• How an organization should use its COI policy and procedure,
• And discuss a variety of examples of potential conflicts and the questions to consider when addressing them.

Presenter: Robyn Miller
Staff Attorney, Pro Bono Partnership of Atlanta

Competing Interest Webcast

Slides: Competing Interests-Conflict of Interest

Corporate Minutes

Keeping good minutes in board meetings is more than just a good idea. It’s required! Click here to learn more.

Please note that in addition to the legal disclaimer above, this article contains information that is based, in whole or in part, on the laws of the District of Columbia. As a result, the information may not be appropriate for organizations operating outside the District of Columbia.

Article: Corporate Minutes

 

Fiduciary Duty of Board of Directors to Oversee Financial Affairs

Since Enron, the board of directors has been required to take on a greater role in overseeing the financial affairs of a nonprofit organization. All of your board members should read this!

Please note that in addition to the legal disclaimer above, this article contains information that is based, in whole or in part, on the laws of the District of Columbia. As a result, the information may not be appropriate for organizations operating outside the District of Columbia.

Article: Directors Duty to Oversee Financial Affairs

Conflict of Interest Policies: Disclosure, Monitoring, and Enforcement

The IRS has made it clear that you should have a written conflict of interest policy and it’s a good idea for your organization. Learn how often they should be reporting and the additional compliance steps you need to take.

Please note that in addition to the legal disclaimer above, this article contains information that is based, in whole or in part, on the laws of the District of Columbia. As a result, the information may not be appropriate for organizations operating outside the District of Columbia.

Article: Conflict of Interest Policies

Audit Committees and Audit Committee Charters

This alert discusses audit committees – what is the committee’s function, who should serve on it and what are the committee’s responsibilities. The alert also has a sample job description for the committee.

Please note that in addition to the legal disclaimer above, this article contains information that is based, in whole or in part, on the laws of the District of Columbia. As a result, the information may not be appropriate for organizations operating outside the District of Columbia.

Article: Audit Committees

Independent Director Alert

Recent developments make it even more important to have directors on your board who are independent and unaffiliated with your day to day business. This article explains exactly what that means to you, and why you may need to take action.

Please note that in addition to the legal disclaimer above, this article contains information that is based, in whole or in part, on the laws of the District of Columbia. As a result, the information may not be appropriate for organizations operating outside the District of Columbia.

Article: Independent Directors

Compensating Insiders – How to Avoid Excess Benefit Transactions and Comply with IRS Rules

The IRS prohibits every 501(c)(3) nonprofit from paying its officers, directors and other insiders too much for any goods or services they provide to the organization. Nonprofits that do not follow these rules, and any officer or director who approved an excess payment, may be subject to taxes, fines and other penalties. This article will help your nonprofit determine whether a payment is within acceptable practices or whether it would result in an excess payment.

Please note that in addition to the legal disclaimer above, this article contains information that is based, in whole or in part, on the laws of the District of Columbia. As a result, the information may not be appropriate for organizations operating outside the District of Columbia.

Article: Excess Benefit Transactions