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Board of Directors Resources: Policies

Who has time to re-invent the wheel? This ever-growing collection of models and resources specifically for Boards of Directors and contributed by actual organizations, is designed to generate ideas for all association professionals.

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ADSC Executive Limitations Policies  Organization: The International Association of Foundation Drilling , http://www.adsc-iafd.com Description: This policy developed by ADSC describes how the Board transfers a large portion of its authority to management and the methods and practices of the Board that describe not only the nature of delegation but the way in which the proper use of delegated authority is ascertained (monitoring). Contact: Marilyn Ellis , mkellis@adsc-iafd.com

ADSC Governance Policies  Organization: The International Association of Foundation Drilling , http://www.adsc-iafd.com Description: This Governance Policies document, developed by ADSC: The International Association of Foundation Drilling, contains Board expectations, Board Job Descriptions, expectations and limitations for the Executive Director, and describes relationship between the Board and Executive Director and sets monitor guidelines. Use this sample to get ideas on what to include in your governance policies and for ideas on structuring a similar document containing strategies for resolving common Board dilemma. Contact: Marilyn Ellis , mkellis@adsc-iafd.com

Antitrust Compliance Policy  Organization: Venable LLP , http://www.venable.com Description: Looking to update your current antitrust policy?  Or adopt one?  Review this model association antitrust compliance policy to refresh yourself on this critical area of association law. Contact: Jeffrey S. Tenenbaum Esq. , jstenenbaum@venable.com

Antitrust Policy  Description: This policy was developed by a state trade association with approximately 2700 members, an operating budget of $3million and a staff of 11 full time employees and one part time employee and covers who may act in official capacity on the association’s behalf.

Apparent Authority Policy  Description: This policy was developed by a state trade association with approximately 2700 members, an operating budget of $3million and a staff of 11 full time employees and one part time employee and covers who may act in official capacity on the association’s behalf.

Association Antitrust Compliance Policies and Procedures  Organization: Harris Management Group Description: This model association antitrust compliance policy outlines the principles and procedures involved in antitrust compliance. Need to update your current policy in time for your next Board meeting? Then this model is worth reviewing. Contact: Robert Harris , Bob@hmgnet.com

Board Fiduciary Responsibilities  Organization: Bonanno Law Office Description: This sample fiduciary responsibilities document, developed by Joseph G. Bonanno, Esq., explains the concept of fiduciary duties and provides a framework for conduct. Contact: Joseph G. Bonanno, Esq. , law@jgbesq.com

Board Operational Policies  Description: These sample Board Operational Policies covers orientation, conflict of interest, liability insurance, travel/meeting expenses, and observance of Sarbanes-Oxley Act Requirements. This sample was developed by a national trade association with 6-8 full time employees and an operating budget of 1-3 Million. The association has a membership base of 1600, as well as 20 affiliated regional organizations around the country.

Board Spending Policy  Organization: Bonanno Law Office Description: This sample board spending policy, developed by Joseph G. Bonanno, Esq., covers such key issues as appropriate usage of the association’s funds, standards and processes for disbursements or payments, and even details such as how many days out board travel arrangements should be booked to make the best use of the organization’s funds. Contact: Joseph G. Bonanno, Esq. , law@jgbesq.com

Board and Committee Guidelines for Taking Positions on Regulator/Legislative Issues  Description: These guidelines were developed by a state trade association with approximately 2700 members, an operating budget of $3million and a staff of 11 full time employees and one part time employee and cover recommended positions taken by a vote of the Board of Directors and/or committees relation to regulatory and legislative issues.

Board of Directors Antitrust Primer  Organization: Venable LLP , http://www.venable.com Description: Does your organization's volunteer leadership and staff know their antitrust parameters? Perhaps it is time for an antirust review? Then this antitrust primer might be a possible tool to use at your next Board meeting. Contact: Jeffrey S. Tenenbaum Esq. , jstenenbaum@venable.com

Board of Directors Code of Ethics & Procedures for Review of Board Member Conduct  Description: This comprehensive Board Code of Ethics and Procedures for Review of Board Member Conduct provides the details of expectations for ethical conduct and the process for review for a national trade association with 6-8 full time employees and an operating budget of 1-3 Million. The association has a membership base of 1600, as well as 20 affiliated regional organizations around the country.

CFA Institute Board of Governors Openness and Transparency Policy  Organization: CFA Institute , http://www.cfainstitute.org Description: This policy, submitted by CFA Institute, clearly and concisely defines the expectations regarding level of transparency of the board’s communications to the membership and other interested parties. Contact: Charles W. L. Deale , chip.deale@cfainstitute.org

CFA Institute Procedures for Handling Complaints  Organization: CFA Institute , http://www.cfainstitute.org Description: This policy, submitted by CFA Institute, focuses on the handling of complaints received of violations of CFA Institute’s Code of Conduct for Governors, Code of Conduct for Employees, and internal controls and procedures relating to its accounting and reporting processes. This policy clearly defines the receipt and screening of these types of complaints as well as protections to the person making the compliant and reporting. Contact: Charles W. L. Deale , chip.deale@cfainstitute.org

Candidate Nomination and Approval Process Policy  Organization: National Athletic Trainers Association , http://www.nata.org Description: This policy, included in the NATA policies and procedures manual submitted by the National Athletic Trainers Association, includes the process and requirements for nomination for committee, task force or liaison. Contact: Karen Peterson, SPHR , karenp@nata.org

Committee Assignments Policy  Description: This policy was developed by a state trade association with approximately 2700 members, an operating budget of $3million and a staff of 11 full time employees and one part time employee and covers general committee guidelines as well as specifics for legislative and regulatory committees.

Committee Composition Policy  Description: This committee composition policy was developed by a national, nonprofit advocacy organization with 20 employees and a budget of $2.5-3 million.

Compensation Policy  Organization: Venable LLP , http://www.venable.com Description: The new Form 990 requires your organization to implement a compensation policy that includes three elements, all of which are outlined in this sample document created by Venable LLP. Contact: Jeffrey S. Tenenbaum, Esq. , jstenenbaum@venable.com

Conflict of Interest Policy  Description: This policy was developed by a state trade association with approximately 2700 members, an operating budget of $3million and a staff of 11 full time employees and one part time employee and covers types of situations which may be considered conflict of interests and requirements for disclosure.

Conflict of Interest Policy  Organization: Pillsbury Winthrop Shaw Pittman, LLP , http://www.pillsburylaw.com Description: Does your association need to create a conflict of interest policy? Then, this sample may be able to help. This sample conflict of interest policy was created specifically to help associations meet the new Form 990 requirements. Some of the topics include: Definition of conflicts of interest, Individuals covered and Procedures to manage conflicts. Contact: Jerry Jacobs , jerry.jacobs@pillsburylaw.com

Conflict of Interest Policy and Statement of Disclosure  Organization: Venable LLP , http://www.venable.com Description: This detailed sample conflict of interest policy was prepared by Venable LLP to be compliant with the new Form 990 requirements. The document defines "conflict of interest," and establishes guidelines for the identification and resolution of a conflict of interest. An appended statement of disclosure is to be signed and submitted annually by members of the Board of Directors and key staff. Contact: Jeffrey S. Tenenbaum, Esq. , jstenenbaum@venable.com

Conflict of Interest Policy with Acknowledgement and Disclosure Form  Organization: Venable LLP , http://www.venable.com Description: This Form 990 compliant conflict of interest policy prepared by Venable LLP applies to the Board of Directors, committee members, task force members, and key employees of an organization. The document covers several areas of stakeholder obligation, and includes an acknowledgement and disclosure form. Contact: Jeffrey S. Tenenbaum, Esq. , jstenenbaum@venable.com

Conflict of Interest Policy with Annual Statement of Disclosure  Organization: Venable LLP , http://www.venable.com Description: Venable LLP prepared this sample Form 990 compliant conflict of interest policy. Targeted to an organization's Board of Directors and key employees, the policies clearly defines the term "conflict of interest" and concludes with a statement of disclosure to be signed annually by each Board and key staff member. Contact: Jeffrey S. Tenenbaum, Esq. , jstenenbaum@venable.com

Document Retention and Destruction Policy  Organization: Pillsbury Winthrop Shaw Pittman, LLP , http://www.pillsburylaw.com Description: Does your association need to create a document retention and destruction policy? Then, this sample may be able to help. This sample document retention and destruction policy was created specifically to help associations meet the new Form 990 requirements. Some of the topics include: rules, terms for retention and exceptions. Contact: Jerry Jacobs , jerry.jacobs@pillsburylaw.com

Document Retention and Destruction Policy  Organization: Venable LLP , http://www.venable.com Description: To be fully compliant with the new Form 990, your organization might want to revist its document and records retention policy. This brief statement, created as a sample by Venable LLP, will serve as a starting point to meet the new IRS requirements. Contact: Jeffrey S. Tenenbaum, Esq. , jstenenbaum@venable.com

Electronic Payments Policy  Description: This policy was developed by a state trade association with approximately 2700 members, an operating budget of $3million and a staff of 11 full time employees and one part time employee and covers the occasions when electronic payments are and are not allowed.

Expense Reimbursement Policy  Organization: National Athletic Trainers Association , http://www.nata.org Description: This Expense Reimbursement Policy, included in the NATA policies and procedures manual submitted by the National Athletic Trainers Association, details the approvals, processes, and other key items for expense reimbursement. Contact: Karen Peterson, SPHR , karenp@nata.org

Fiduciary Responsibilities of Officers and Directors  Description: This document details the legal duties of nonprofit association directors in three core categories of the duty of care, the duty of loyalty, and the duty of obedience. This sample was developed by a national trade association with 6-8 full time employees and an operating budget of 1-3 Million. The association has a membership base of 1600, as well as 20 affiliated regional organizations around the country.

Gift Acceptance Policy  Description: This gift acceptance policy was developed by a national, nonprofit advocacy organization with 20 employees and a budget of $2.5-3 million.

Governance Policy Manual  Organization: Association for Play Therapy , http://www.a4pt.org Description: The Association for Play Therapy, a small staff professional association, found Carver's Policy Governance Model to work very well for their board. Use this sample to develop a policy that works for you. Contact: Bill Burns, CAE , bburns@a4pt.org

Individual Membership Policy  Description: This policy was developed by a state trade association with approximately 2700 members, an operating budget of $3million and a staff of 11 full time employees and one part time employee and covers the specifications for Individual Membership classifications in accordance with the organization’s Bylaws.

Internal Audits Policy  Description: This policy was developed by a state trade association with approximately 2700 members, an operating budget of $3million and a staff of 11 full time employees and one part time employee and covers the reasons behind and scheduling of internal audits.

International Travel Policy  Organization: National Athletic Trainers Association , http://www.nata.org Description: This International Travel Policy, included in the NATA policies and procedures manual submitted by the National Athletic Trainers Association, intended to help members and staff who travel internationally for NATA to make travel arrangements with ease and convenience. Contact: Karen Peterson, SPHR , karenp@nata.org

Internet Use While Traveling Policy  Organization: National Athletic Trainers Association , http://www.nata.org Description: This policy, included in the NATA policies and procedures manual submitted by the National Athletic Trainers Association, provides guidelines for the use of internet and phone while on travel. Contact: Karen Peterson, SPHR , karenp@nata.org

Investments Policy  Description: This detailed policy was developed by a state trade association with approximately 2700 members, an operating budget of $3million and a staff of 11 full time employees and one part time employee and covers the objectives, guidelines, allowable investments and more.

NACDS - Retail Advisory Board Election/Rotation Policy  Organization: National Association of Chain Drug Stores , http://www.nacds.org Description: Does your board need a new election or rotation policy? Then, this sample from the National Association of Chain Drug Stores may be able to help. This comprehensive document covers: board make-ups and terms, vacancies, election/rotation policy, and changes and additions to the election/rotation policy. Contact: Terry Arth , tarth@nacds.org

NACDS - Retail Advisory Board Interest Form (Retailer)  Organization: National Association of Chain Drug Stores , http://www.nacds.org Description: Looking to recruit new members to your board? Then, this tool from the National Association of Chain Drug Stores can help. This concise form asks for the potential board member's contact information, role within their company, career history and leadership positions in addition to inquiring about areas of expertise and interests in Retail Advisory Board committees. Contact: Terry Arth , tarth@nacds.org

NATA Board Disclosure Statement  Organization: National Athletic Trainers' Association Description: The National Athletic Trainers' Association developed this Disclosure Statement for its Board of Directors.  It asks that Board members detail any financial or non-financial interests, as a way of avoiding a future conflict of interest issue.

NATA Investment Policy  Organization: National Athletic Trainers Association , http://www.nata.org Description: This Investment Policy, included in the NATA policies and procedures manual submitted by the National Athletic Trainers Association, includes the primary objectives of the policy, investment account and operating account and funds in excess of operation account policies. Contact: Karen Peterson, SPHR , karenp@nata.org

NATA Liaison Affiliation Policy  Organization: National Athletic Trainers Association , http://www.nata.org Description: This document, included in the NATA policies and procedures manual submitted by the National Athletic Trainers Association, communicates the specifications for NATA forming a liaison or affiliation with another organization including the duties of the liaison, memberships included, web site link exchanges, and more. Contact: Karen Peterson, SPHR , karenp@nata.org

Policy on the Process for Determining Compensation  Organization: Pillsbury Winthrop Shaw Pittman, LLP , http://www.pillsburylaw.com Description: Does your association need to create a policy on the process for determining compensation? Then, this sample may be able to help. This sample compensation policy was created specifically to help associations meet the new Form 990 requirements. Some of the topics include: review and approval, use of data as to comparable compensation, contemporaneous documentation and recordkeeping. Contact: Jerry Jacobs , jerry.jacobs@pillsburylaw.com

Principles for Corporate Relationships Policy  Description: These principles for corporate relationships were developed by a national, nonprofit advocacy organization with 20 employees and a budget of $2.5-3 million.

Record Retention Policy Table of Contents  Organization: Venable LLP , http://www.venable.com Description: If your organization is looking to develop a substantial, detailed document retention and destruction policy to comply with the new Form 990 requirements, this sample table of contents developed by Venable LLP will provide you with the right framework to start with. Contact: Jeffrey S. Tenenbaum, Esq. , jstenenbaum@venable.com

Reimbursement Policy  Description: This policy was developed by a state trade association with approximately 2700 members, an operating budget of $3million and a staff of 11 full time employees and one part time employee and covers the process the Board should follow to seek reimbursement as well as what types of expenses are and are not covered.

Reserves Policy Statement  Description: This policy was developed by a state trade association with approximately 2700 members, an operating budget of $3million and a staff of 11 full time employees and one part time employee and simply states the organization’s policy on their reserves and the frequency of renewal.

Sensitive Personal Information Policy  Description: This policy was developed by a state trade association with approximately 2700 members, an operating budget of $3million and a staff of 11 full time employees and one part time employee and covers the treatment of sensitive data/information including retention of information.

Sponsorship Policy  Organization: National Athletic Trainers Association , http://www.nata.org Description: This Sponsorship Policy, included in the NATA policies and procedures manual submitted by the National Athletic Trainers Association, defines the organizations sponsorship program and its administration. Contact: Karen Peterson, SPHR , karenp@nata.org

Strategic Planning Policy  Description: This strategic planning policy outlines the process through which the strategic plan should be developed and the requirements for the strategic plan once completed.

Travel Reimbursement Policy  Description: This travel reimbursement policy was developed by a national, nonprofit advocacy organization with 20 employees and a budget of $2.5-3 million.

Disclaimer: The materials on this website are great idea generators, but are certainly no substitute for a lawyer. Nothing in these resources should be construed as legal advice—even the legal sounding stuff. If you need legal advice, consult your organization's attorney.