Domain 2 | Governance & Structure Flashcards
Communities of Practice
Groups of people who gather together to accumulate and share their collective learning. Typically self-forming.
Consent Agenda
Maximizes board and committee effectiveness. The consent agenda or calendar is a “batched” list of items for approval by the board or committee. Items in the batch are routine, noncontroversial items that require approval. All items are provided in writing prior to the meeting. Any board member has the right to pull an item off the consent agenda for discussion, often because it is a controversial issue.
When requested, it is done with no questions asked. Then, in a single motion, the board approves every item on the consent agenda. This eliminates the need for most oral reporting at meetings.
Affiliation Agreements (contracts)
Memorandums of understanding or partnership between the parent organization and its affiliates or chapters. These contracts should bind both organizations and set forth how each is to be governed, the extent to which one may hold itself as an agent of the other, and how the chapter is permitted to use the name of the parent.
Dialogue Before Deliberation
On key issues before the association, the leadership should engage in a dialogue with the members at large, then bring what was learned in that dialogue into the board room for deliberation on the issue. This process keeps the governing body relevant to the membership and keeps the membership engaged with the organization.
Governance
The board is the chief governing body, ensuring that the organization achieves what it should and avoids unacceptable situations. Typically an organization’s bylaws describe its governance structure, relations with affiliated groups or components, and how power is allocated within the association.
What is transparency and what are ways to achieve it?
Transparency involves operating in an open, accountable manner and providing the public with information it can use to evaluate the organization’s performance.
_Adopt a code of ethics for senior officers and directors.
_Establish a document management policy to guide employees in handling and disposing of documents.
_Adopt a form of employment policy and procedures to encourage internal disclosure of misconduct or mishandling of funds, and ensure funds are properly handled and that any certifications or reports made to funders (especially those administering federal funds) are correct and fairly represent the finances and operation of the organization.
_Conduct internal file reviews.
Share Values (in Governance)
Governance decisions should be based on the shared values of the voting body. Shared values can be determined only through deliberation. Decisions should be based on the value of the common good, rather than made for the individual or self-serving agendas.
Hierarchy of Documents
Establishes the legal status of organizational documents:
_Articles of incorporation: an agreement between the association and the state defining the organization’ s legal purpose and its tax-exempt status; establishes the legal basis for the organization’s existence.
_Bylaws: an agreement between an association and its members, defining who can participate in the association and how they do so. Member eligibility and classes, officers, and standing committees are key provisions found in the bylaws; this agreement is second in the hierarchy.
_Policies: set parameters or specific mandates for action and decision making. The board’s policy manual is third in the hierarchy, followed by board minutes.
_Procedures: step-by-step processes detailing how to accomplish tasks in the organization. Procedures are operational and are not considered governing documents.
_Practices: ways in which organizations do things that are not documented in policies and procedures.
Directors and Officers Liability Insurance
Management or governance errors and omissions insurance provides coverage in the event that a board, director, or officer is accused of mismanagement of the organization. It provides a source of funds to cover legal costs and judgments and settlement fees associated with certain types of lawsuits naming board members as individuals.
Parent/chapter control of membership requirements
The national or international organization should retain some control over the local organization’s membership requirements to ensure that chapter/component
procedures do not violate antitrust laws.
Positioning
Thriving associations have a strong need to create flexible structures and governance processes in order to react to changing environments. In order to accomplish this, associations need to create a unique and sustainable reputation for value among members, customers, and stakeholders.
Special Interest Groups (SIG)
A group or organization (but not an association) that operates with a limited amount of autonomy and has jurisdiction over an area of professional or business interest. Special interest groups within an association may also be called membership sections. Special interest group is a term often used by the general public to refer to organizations with political action committees who attempt to influence elections or legislation, including associations.
Stakeholders
Individuals or groups who have a significant explicit or implicit interest in the association or in the accomplishments of the association.
Criteria to qualify for tax-exempt status 501(c)(3)
An association with 501(c)(3) status must be organized and substantially (80% to 95%) devoted to one or more exempt public purposes, such as educational, religious, or charitable purposes; no substantial part of its activities may constitute engaging in propaganda or otherwise
attempting to influence legislation; and it must not participate or intervene in any political campaign.
Tax-exempt status, 501(c)(3h):
limitations on lobbying (expanded lobbying)
501(c)(3h) status is a “safe harbor” for 501(c)(3) associations that want to be able to lobby; they are still subject to limitations and lobbying cannot be substantial.
Additionally, this IRS code defines insubstantiality as less than 20% of the first $500,000 of the association budget; 15% of the second $500,000; 10% of the third $500,000; and 5% of each subsequent $500,000, regardless of budget. Also a (c)(3) may not spend more than $1million on lobbying; a (c)(3) association with a $5 million gross budget could, under Section 501(h), spend $400,000 on lobbying and still pass the insubstantiality test. Contributions to a (c)(3) can qualify as a tax deduction for donors. Also, (c)(3)’s may receive exemptions from local real estate taxes and receive favorable postage rates.
