What is here and how to use it
These are working documents, not legal advice. Each one names what it is for, what it must contain, and what to do with it once it is signed. Where a document has to be filed with a government office, the procedure is written out.
If your organization is unusual - a church, a school, a hospital, a membership body, anything with employees - get a lawyer to read these before you adopt them.
1. Conflict of interest policy
What it is for: the Form 990 asks whether you have one, and grantmakers ask to see it. More usefully, it gives your board a written procedure for the moment somebody's cousin turns out to own the company you were about to hire.
- Who it covers: directors, officers, and anyone with substantial influence
- What counts as an interest: financial, family, and business relationships
- The duty to disclose, in writing, on joining and annually
- What happens when a conflict exists: the person leaves the room and does not vote
- That the decision and the recusal are recorded in the minutes
What to do with it: put adoption on a board agenda, vote, record the vote in the minutes, have every director sign the annual disclosure. The signed disclosures are the part people forget.
2. Board resolution
What it is for: a one-page record that the board decided something. Banks ask for these. So do funders, insurers, and anyone who needs proof that the person signing had authority to sign.
- Name of the organization and the date of the meeting
- That a quorum was present
- The resolution itself, in one sentence, beginning "RESOLVED, that..."
- The vote count
- Signature of the secretary, certifying it is a true copy
3. Bylaws checklist
What it is for: bylaws nobody voted on are not your bylaws. If you cannot point to the minutes where they were adopted, decisions made under them can be challenged.
- Purpose, consistent with the purpose clause in your articles
- Board size, terms, how directors are elected and removed
- Officers, their duties, and how they are chosen
- Meeting frequency, notice, and what constitutes a quorum
- How bylaws are amended
- Conflict of interest reference
- Indemnification, if your state allows it
Then: adopt by vote, record it in the minutes, and date the document.
4. Letter to correct your IRS activity code
What it is for: if your NTEE code does not describe what you actually do, grantmakers searching your field never see you. This is corrected by writing to the IRS, not by filing a form.
- Your legal name and EIN exactly as they appear on your determination letter
- The current code on your record and the code you believe is correct
- Two or three sentences describing your actual programs
- A request that the Business Master File be updated
- Signature of an officer, with title
Where to send it: IRS, Attn: EO Correspondence Unit, P.O. Box 2508, Room 6-403, Cincinnati, OH 45201. That unit handles Business Master File changes of this kind; where a request needs it, they refer to EO Determinations and will tell you if a form or fee is required. [VERIFY this address is current before mailing - it is the published address for BMF correspondence but the IRS moves these.]
5. Records you should be able to produce in ten minutes
- Articles of incorporation as filed, with the state's stamp
- IRS determination letter
- Bylaws, with the adopting minutes
- Last three years of 990-series filings, or the 990-N confirmations
- Current board roster with terms
- Conflict of interest policy and signed annual disclosures
- State charitable solicitation registration, if you solicit
A funder who asks for these and waits three weeks has already learned something about you.