Free Governance Templates & Tools

1. PURPOSE AND SCOPE

This policy applies to: – All members of the Board of Directors – Executive leadership and senior management – Employees with decision-making authority – Committee members with voting rights – Volunteers in positions of responsibility

2. DEFINITION OF CONFLICT OF INTEREST

A conflict of interest occurs when a person’s private interest interferes, or appears to interfere, with the interests of the Organization. Conflicts can be:

Financial Conflicts

• Direct or indirect financial interest in a transaction with the Organization
• Compensation from vendors, competitors, or parties doing business with the Organization
• Ownership interest in entities contracting with the Organization
• Personal use of Organization resources for private gain

Professional Conflicts

• Serving on boards of competing organizations
• Employment or consulting relationships that create competing loyalties
• Receiving gifts, favors, or preferential treatment from Organization stakeholders

Personal Conflicts

• Family members employed by or doing business with the Organization
• Personal relationships that could influence professional judgment
• Use of confidential Organization information for personal benefit

Perceived Conflicts

• Situations that may appear improper even if no actual conflict exists
• Relationships or activities that could undermine public trust
• Any circumstance that could reasonably be seen as compromising objectivity

3. DISCLOSURE REQUIREMENTS

Annual Disclosure

All covered individuals must complete an annual Conflict of Interest Disclosure Statement (see Attachment A) that includes: – Current business relationships and financial interests – Board memberships and professional affiliations – Family member relationships that could create conflicts – Any other circumstances that could reasonably be perceived as conflicts.

1. PURPOSE AND SCOPE

Policy Statement

[Organization Name] is committed to maintaining the highest standards of honesty, integrity, and accountability in all aspects of our operations. This Whistleblower Protection Policy encourages and enables employees, volunteers, board members, and other stakeholders to raise serious concerns about potential wrongdoing while protecting them from retaliation.

Legal Foundation

This policy supports compliance with: – Sarbanes-Oxley Act whistleblower protection provisions – State whistleblower protection laws – IRS requirements for tax-exempt organizations – Other applicable federal and state regulations

Scope of Coverage

This policy applies to all: – Employees (full-time, part-time, temporary, and contract) – Board members and committee members – Volunteers and interns – Contractors and consultants – Vendors and business partners – Program participants and beneficiaries – Members of the public interacting with the organization

2. DEFINITION

Whistleblowing

The disclosure of information about actual or suspected wrongdoing, misconduct, or violations of law, regulation, or organizational policy that could harm the organization, its stakeholders, or the public interest.

Protected Disclosure

A good faith report of suspected wrongdoing that: – Is made through appropriate channels outlined in this policy – Involves conduct that falls within the scope of covered activities – Is based on reasonable belief that wrongdoing has occurred – Is not made maliciously or with knowledge of its falsity

3. COVERED ACTIVITIES

This policy covers reports of suspected:

Financial Misconduct

• Theft, embezzlement, or misappropriation of funds or assets
• Fraudulent financial reporting or accounting practices
• Unauthorized use of organizational resources
• Kickbacks, bribes, or other corrupt payments
• Tax fraud or evasion
• Grant fraud or misuse of restricted funds

1. PURPOSE AND SCOPE

Policy Statement

[Organization Name] is committed to maintaining appropriate records to support its operations, meet legal and regulatory requirements, and preserve institutional knowledge while managing storage costs and protecting confidential information. This Document Retention and Destruction Policy establishes guidelines for the systematic retention and disposal of organizational records.

Legal Foundation

This policy ensures compliance with: – Sarbanes-Oxley Act document retention requirements – IRS regulations for tax-exempt organizations – State nonprofit corporation laws – Employment and labor law requirements – Grant and contract documentation requirements – Privacy and data protection laws

Scope

This policy applies to all organizational records in any format, including: – Physical documents and files – Electronic files and databases – Email communications – Audio and video recordings – Photographs and images – Social media content – Cloud-based storage systems

2. DEFINITION

Record

Any recorded information, regardless of format, created or received by the organization in the conduct of its business activities.

Retention Period

The length of time a record must be kept before it becomes eligible for destruction, based on legal requirements, operational needs, and organizational value.

Legal Hold

A suspension of normal document destruction procedures when litigation, investigation, or audit is pending, threatened, or reasonably anticipated.

3. ROLES AND RESPONSIBILITIES

Board of Directors

• Approve and oversee implementation of this policy
• Ensure compliance with legal and regulatory requirements
• Review policy effectiveness annually
• Authorize legal holds when appropriate

1. PURPOSE AND SCOPE

Policy Statement

The Board of Directors of [Organization Name] has ultimate responsibility for the financial stewardship of the organization. This Financial Oversight Policy establishes the framework for board oversight of financial management, ensuring fiscal responsibility, transparency, and compliance with all applicable laws and regulations.

Objectives

This policy aims to: – Define clear roles and responsibilities for financial oversight – Establish internal controls and procedures for financial management – Ensure compliance with legal and regulatory requirements – Protect organizational assets and prevent fraud – Maintain stakeholder confidence through transparent financial reporting – Support strategic decision-making through accurate financial information

Scope

This policy covers all aspects of financial oversight including: – Budget development and approval processes – Financial reporting and monitoring – Internal controls and risk management – Audit oversight and compliance – Investment management and oversight – Cash management and banking relationships – Contract and expenditure authorization

2. ROLES AND RESPONSIBILITIES

2.1 Board of Directors

Overall Responsibility: – Ultimate fiduciary responsibility for organizational finances – Approval of annual operating and capital budgets – Oversight of financial performance and compliance – Selection and oversight of external auditors – Review and approval of significant financial policies – Authorization of major financial commitments

Specific Duties: – Review and approve annual budgets – Monitor financial performance against budget and strategic goals – Ensure adequate internal controls and risk management – Oversee audit process and review audit findings – Approve investment policies and monitor investment performance – Authorize expenditures above executive director limits – Review and approve compensation for senior leadership

3. BUDGET DEVELOPMENT AND APPROVAL

3.1 Annual Budget Process

Timeline: – Budget development begins: [Number] months before fiscal year – Board review and input: [Month] – Board approval required by: [Date] – Quarterly budget reviews: [Schedule]

Budget Components: – Operating revenues (by source and restriction) – Program expenses (by program/department) – Administrative expenses – Fundraising expenses – Capital expenditures – Cash flow projections – Key performance indicators and assumptions

POSITION PURPOSE

Board members serve as fiduciaries responsible for the strategic direction, oversight, and governance of [Organization Name]. Board members work collectively to ensure the organization fulfills its mission, operates with integrity, maintains financial sustainability, and serves its stakeholders effectively.

KEY RESPONSIBILITIES

Governance and Strategic Leadership

• Strategic Planning:Participate in developing and updating the organization’s strategic plan
• Policy Development:Establish organizational policies and ensure compliance with legal requirements
• Mission Stewardship:Ensure all activities align with the organization’s mission and values
• Performance Oversight:Monitor organizational performance against strategic goals and objectives
• Risk Management:Identify and address organizational risks and opportunities

Financial Oversight

• Budget Approval:Review and approve annual operating and capital budgets
• Financial Monitoring:Monitor financial performance and ensure fiscal responsibility
• Audit Oversight:Participate in the annual audit process and review audit findings
• Resource Development:Support fundraising efforts and resource mobilization
• Investment Oversight:If applicable, oversee investment policies and performance

SPECIFIC EXPECTATIONS

Meeting Attendance

• Attend a minimum of [percentage]% of board meetings annually
• Participate in the annual board retreat
• Attend at least [number] committee meetings per year
• Give advance notice when unable to attend meetings
• Make up missed meetings through individual briefings when possible

INSTRUCTIONS

This self-assessment is designed to help evaluate the effectiveness of our Board of Directors and identify areas for improvement. Please answer each question thoughtfully and honestly. Your responses will be compiled with other board members’ responses to provide an overall assessment of board performance.

Rating Scale:

• 5 = Excellent– Consistently exceeds expectations
• 4 = Good– Usually meets expectations with some areas of excellence
• 3 = Satisfactory– Generally meets basic expectations
• 2 = Needs Improvement– Sometimes meets expectations but has significant gaps
• 1 = Poor– Rarely meets expectations, requires major improvement
• N/A = Not Applicable– Not relevant to our organization or role

SECTION I: BOARD COMPOSITION AND STRUCTURE

1.1 Board Size and Composition

The board has an appropriate number of members to effectively govern the organization. ☐ 5 – Excellent ☐ 4 – Good ☐ 3 – Satisfactory ☐ 2 – Needs Improvement ☐ 1 – Poor ☐ N/A

1.2 Skills and Expertise

Board members collectively possess the skills and expertise needed to govern effectively. ☐ 5 – Excellent ☐ 4 – Good ☐ 3 – Satisfactory ☐ 2 – Needs Improvement ☐ 1 – Poor ☐ N/A

SECTION II: BOARD MEETINGS AND PARTICIPATION

2.1 Meeting Frequency and Scheduling

Board meetings are held frequently enough and scheduled appropriately to address organizational needs. ☐ 5 – Excellent ☐ 4 – Good ☐ 3 – Satisfactory ☐ 2 – Needs Improvement ☐ 1 – Poor ☐ N/A

ORIENTATION OVERVIEW

Welcome Message

Welcome to the Board of Directors of [Organization Name]! This comprehensive orientation process is designed to help you become an effective and engaged board member as quickly as possible. Your expertise and perspective are valuable to our organization, and we’re committed to supporting your success.

Orientation Objectives

By completing this orientation, you will:

• Understand the organization’s mission, history, and strategic direction
• Learn your roles and responsibilities as a board member
• Become familiar with governance policies and procedures
• Meet key staff, board members, and stakeholders
• Understand the organization’s programs, services, and impact
• Feel prepared to contribute meaningfully to board discussions and decisions

Orientation Timeline

Week 1-2: Document review and self-study
Week 3: Meetings with key personnel
Week 4: First board meeting attendance
Month 2-3: Mentor check-ins and deeper engagement
Month 3: 90-day evaluation and feedback

PRE-ORIENTATION PREPARATION

Initial Welcome Package ✓

☐ Welcome letter from Board Chair
☐ Contact information for orientation coordinator
☐ Meeting schedule for next 90 days
☐ Parking/facility access information
☐ Technology setup instructions (email, board portal access)
☐ Organization overview one-pager
☐ Board member directory with photos and bios

PHASE 1: FOUNDATIONAL KNOWLEDGE (WEEKS 1-2)

Essential Documents Review ✓

Governance Documents

☐ Articles of Incorporation – Legal foundation and purposes
☐ Bylaws – Board structure, procedures, and authority
☐ Board policies – Conflict of interest, financial oversight, etc.
☐ Committee charters – Structure and responsibilities
☐ Code of ethics – Behavioral expectations and standards
☐ Board job description – Role clarity and expectations

THE THREE FIDUCIARY DUTIES

1️⃣ Duty of Care

Make informed decisions through active participation

In Practice: – ✅ Attend board and committee meetings regularly – ✅ Review materials before meetings – ✅ Ask questions when unclear – ✅ Stay informed about programs and finances – ✅ Exercise independent judgment

Common Mistakes: – ❌ “Rubber stamping” without review – ❌ Missing meetings – ❌ Not reading financial reports – ❌ Failing to ask questions about risks

2️⃣ Duty of Loyalty

Act in the organization’s best interest

In Practice: – ✅ Disclose conflicts of interest – ✅ Recuse from conflicted decisions – ✅ Keep confidential information private – ✅ Avoid self-dealing – ✅ Put organization first

Common Mistakes: – ❌ Voting on contracts with your business – ❌ Sharing confidential donor info – ❌ Using position for personal gain – ❌ Competing with organization

BOARD ROLES & RESPONSIBILITIES

What Boards Do (Governance)

✅ Set strategic direction
✅ Hire, support, evaluate Executive Director
✅ Ensure adequate financial resources
✅ Approve budgets, monitor finances
✅ Protect organizational assets
✅ Monitor and evaluate programs
✅ Enhance public image
✅ Ensure legal and ethical integrity
✅ Recruit and develop board members
✅ Assess board performance

READING FINANCIAL STATEMENTS

Statement of Financial Position (Balance Sheet)

Shows: What we own and owe

Key Questions: – How much cash do we have? – Are receivables being collected? – What debts do we owe? – How many months of expenses can we cover?

CORPORATE BANKING RESOLUTION

WHEREAS, [Organization Name] (the “Organization”) is a [type of entity, e.g., nonprofit corporation] organized under the laws of [State]; and

WHEREAS, the Organization requires banking services for the conduct of its business and operations; and

WHEREAS, the Board of Directors deems it necessary and in the best interest of the Organization to establish banking relationships and designate authorized signatories;

NOW, THEREFORE, BE IT RESOLVED that the Board of Directors hereby authorizes and directs the following:

SECTION 1: BANK ACCOUNT AUTHORIZATION

1.1 Account Establishment

The Organization is hereby authorized to establish and maintain the following types of accounts with [Bank Name]:

☐ Checking Account(s) – General Operating
☐ Savings Account(s) – Reserve/Emergency Funds
☐ Money Market Account(s) – Short-term investments
☐ Certificate of Deposit(s) – Long-term savings
☐ Line of Credit – Operating line up to $[amount]
☐ Other: [Specify type]

1.2 Account Purposes

General Operating Account: Daily operational expenses, payroll, and routine transactions
Reserve Account: Emergency funds and board-designated reserves
Special Purpose Accounts: [If applicable – grants, restricted funds, etc.]

SECTION 2: AUTHORIZED SIGNATORIES

2.1 Single Signature Authority

The following individuals are authorized to sign checks, drafts, and other banking instruments individually up to the amounts specified:

PRE-AUDIT PLANNING (3-4 Months Before Year-End)

Auditor Selection & Engagement

• ☐ Review auditor independence annually
• ☐ Consider rotation if same firm >5 years
• ☐ Request and review engagement letter
• ☐ Confirm audit scope and timeline
• ☐ Discuss audit fees and approve budget

Planning Meeting with Auditors

Date: [Date]

Discussion Topics: – [ ] Audit scope and approach – [ ] Significant accounting policies – [ ] Areas of audit focus/risk – [ ] Preliminary timeline – [ ] Communication protocols

DURING AUDIT FIELDWORK

Audit Progress Monitoring

• ☐ Regular check-ins with audit team scheduled
• ☐ Staff providing timely information
• ☐ Issues addressed promptly

Issues Tracking

AUDIT REVIEW & ACCEPTANCE

Financial Statement Review Checklist

Statement of Financial Position (Balance Sheet)

• Asset values reasonable and properly stated
• All liabilities properly recorded
• Net asset classifications correct
• Note disclosures complete and accurate
• Related party transactions disclosed

CASH RECEIPTS CONTROLS

Mail Opening and Initial Processing

• ☐ Mail opened by someone other than person who records receipts
• ☐ Two people present when opening mail with checks
• ☐ Restrictive endorsements applied immediately
• ☐ Initial receipt listing created
• ☐ All receipts date-stamped
• ☐ Online donations logged and matched

CASH DISBURSEMENTS CONTROLS

Check Writing and Approval

• ☐ All disbursements by check or EFT
• ☐ Pre-numbered checks used
• ☐ Two signatures required over $[Amount]
• ☐ Supporting documentation required
• ☐ Documentation approved before signing
• ☐ Documents marked “PAID”
• ☐ Voided checks retained (signature removed)
• ☐ Check stock securely stored

PAYROLL CONTROLS

Payroll Processing

• ☐ Separate person maintains files vs. processes payroll
• ☐ Time records approved by supervisors
• ☐ Pay rate changes require authorization
• ☐ Hires/terminations promptly reported
• ☐ Payroll register reviewed before processing
• ☐ Direct deposit authorizations on file

EXECUTIVE SUMMARY

Budget Overview

• Total Revenue:$[Amount]
• Total Expenses:$[Amount]
• Net Income/(Loss):$[Amount]
• Operating Reserve:$[Amount] ([X] months of expenses)

Key Assumptions

• Revenue growth rate: [%]
• Expense increase rate: [%]
• Staff headcount: [Number]
• Major initiatives: [List]
• Economic factors: [Description]

Strategic Priorities for Budget Year

1. [Priority 1]
2. [Priority 2]
3. [Priority 3]

REVENUE BUDGET

Individual Contributions

Foundation and Corporate Support

EXECUTIVE SUMMARY SNAPSHOT

Financial Health Score: [Score]/100

Key Highlights: – ✅ [Positive highlight 1] – ✅ [Positive highlight 2] – ⚠️ [Area of concern 1] – ⚠️ [Area of concern 2]

REVENUE PERFORMANCE

Revenue Year-to-Date

Total Revenue Budget: $[Amount]
Total Revenue Actual: $[Amount]
Variance: $[Amount] ([X]%)
Percentage Complete: [X]% of fiscal year

Revenue by Source (YTD)

AGENDA ITEMS

1. CALL TO ORDER [5 minutes] | [Start Time]

Action: Information
Presenter: Board Chair

• Welcome and introductions
• Confirm meeting notice and quorum
• Review safety/emergency procedures (if in-person)

2. AGENDA REVIEW AND MODIFICATIONS [5 minutes] | [Time]

Action: Approval
Presenter: Board Chair

• Review proposed agenda
• Request additions or modifications
• MOTION:Approve agenda as presented/modified

3. CONSENT AGENDA [10 minutes] | [Time]

Action: Approval
Presenter: Board Chair

Items for routine approval without discussion: – [ ] Minutes from [Previous Meeting Date] – [ ] Committee reports (written submissions) – [ ] Routine financial authorizations – [ ] [Additional routine items]

MOTION: Approve consent agenda items as presented Note: Any item may be removed for separate discussion

4. EXECUTIVE DIRECTOR REPORT [15 minutes] | [Time]

Action: Information/Discussion
Presenter: [Executive Director Name]

Key Topics: – Operational highlights since last meeting – Progress on strategic initiatives – Staff updates and organizational health – Upcoming opportunities and challenges – Questions and discussion

MEETING PROCEEDINGS

1. CALL TO ORDER

Time: [Time]
The meeting was called to order by [Board Chair Name] at [time]. [He/She] confirmed that proper notice was given and a quorum was present.

2. AGENDA REVIEW AND MODIFICATIONS

Motion: [Board Member Name] moved to approve the agenda as presented.
Second: [Board Member Name]
Discussion: [Any discussion points or modifications made]
Vote: ☐ Unanimous ☐ [#] For, [#] Against, [#] Abstentions
Result: ☐ APPROVED ☐ REJECTED ☐ TABLED

3. CONSENT AGENDA

The following items were included in the consent agenda: – Minutes from [Previous Meeting Date] – [Committee] Committee report dated [Date] – [Other routine items]

Motion: [Board Member Name] moved to approve the consent agenda.
Second: [Board Member Name]
Items Removed for Discussion: [List any items removed]
Vote: ☐ Unanimous ☐ [#] For, [#] Against, [#] Abstentions
Result: ☐ APPROVED ☐ REJECTED ☐ MODIFIED

4. EXECUTIVE DIRECTOR REPORT

[Executive Director Name] presented a comprehensive report covering:

Operational Highlights: – [Key accomplishment or update] – [Key accomplishment or update] – [Key accomplishment or update]

Strategic Initiative Updates: – [Initiative name]: [Status and progress] – [Initiative name]: [Status and progress]

Staffing and Organizational Health: – [Current staffing level and any changes] – [Key organizational health metrics or concerns]

Upcoming Priorities: – [Priority item with timeline] – [Priority item with timeline]

Board Discussion: [Summarize key questions, concerns, or discussion points raised by board members]

Action Items: – [Specific action] – Responsible: [Name] – Due: [Date]

ANNUAL MEETING AGENDA (3-4 hours)

I. OPENING MATTERS (15 minutes)

Call to Order – Board Chair

Roll Call and Quorum – Secretary – [ ] Board members present: [Names] – [ ] Board members absent: [Names] – [ ] Quorum present: Yes / No

Approval of Prior Annual Meeting Minutes

MOTION: To approve the minutes of the [Date] annual meeting as presented.

Conflict of Interest Disclosures – [ ] All disclosures documented

II. ANNUAL PERFORMANCE REVIEW (60 minutes)

1. Executive Director Annual Report(20 min) – Organizational highlights from past year – Program achievements and impact – Operational milestones – Staff development – Challenges and lessons learned – Looking ahead

Discussion and Questions

1. Financial Performance Report(20 min) – Treasurer – Year-end results vs. budget – Key financial metrics and trends – Balance sheet highlights – Cash flow and reserves – Year-over-year comparison – Financial health assessment

Discussion and Questions

1. Audit Report Presentation(20 min) – Audit Committee Chair – Audit process overview – Financial statement highlights – Auditor findings and recommendations – Management letter items (if any) – Internal control observations – Committee recommendations

MOTION: To accept the audited financial statements for the fiscal year
ended [Date], as presented by [Audit Firm Name], and authorize their
publication and distribution.

III. STRATEGIC PLAN PROGRESS REPORT (30 minutes)

1. Strategic Goals Assessment– Progress on each strategic priority – Key accomplishments by goal area – Metrics and outcomes achieved – Goals ahead/behind schedule – Lessons learned
2. Environmental Scan Update– Changes in external environment – Emerging opportunities – New challenges or threats – Implications for strategy
3. Strategic Plan Adjustments(if needed)

MOTION: To approve amendments to the strategic plan as presented.

FINANCE COMMITTEE MEETING (90 minutes)

AGENDA

1. Call to Order(5 min) – Roll call – Approval of [Previous Date] minutes – Agenda review
2. Financial Reports Review(30 min)
3. Monthly Financial Statements– CFO – Statement of Financial Position – Statement of Activities – Cash Flow Statement – Budget variance analysis

Key Questions: – Are we on track with budget? – Any significant variances? – Cash flow adequate? – A/R concerns?

1. Dashboard Metrics– Operating reserve (months) – Program expense ratio – Fundraising efficiency – Revenue diversification

III. Budget Monitoring (15 min) – YTD performance – Year-end forecast – Budget modifications (if needed)

RECOMMENDATION: To recommend Board approve budget modifications as follows: [details]

1. Investment Oversight(10 min) – Quarterly– Portfolio performance – Performance vs. benchmarks – Asset allocation compliance – Fees review
2. Audit and Compliance(15 min) – As needed– Audit planning/results – Internal controls review – Compliance checklist
3. Budget Development(20 min) – Seasonal– Timeline and assumptions – Revenue projections – Expense planning – Draft review

RECOMMENDATION: To recommend Board approve FY[Year] operating budget of $[Amount].

VII. Financial Policies (10 min) – Annual – Investment policy – Reserve policy – Expense reimbursement – Credit card policy

RECOMMENDATION: To recommend Board approve revisions to [Policy Name].

VIII. Board Recommendations (5 min) Actions for Board: 1. [Recommendation 1] 2. [Recommendation 2]

Information Items: 1. [Information 1] 2. [Information 2]

1. Next Meeting– Date: [Date] at [Time] – Tentative Agenda: [Topics]
2. Adjournment