Is your board covering all the bases of good governance for running a foundation this year? A comprehensive checklist of annual board tasks ensures your foundation remains up-to-date and on track. By including legal obligations and governance best practices, this checklist serves as a valuable guide for established foundations (not start-ups). While some tasks are legally required, others are recommended to enhance your operations. Legal obligations are italicized.

If your foundation has staff, the board is still responsible for making sure all tasks are completed. Some duties, like approving the foundation’s mission, bylaws, meeting minutes, budgets, grants, insurance, and investment strategies, must be handled directly by the board and cannot be delegated. In addition to these tasks, the board must also understand and adhere to private foundation rules and the fiduciary duties of care, loyalty, and obedience.

Governance Tasks for Running a Foundation

  • Board Meetings: Schedule and hold meetings, provide notice, conduct elections, and set an annual calendar (minimum once per year or as needed). Learn more.
  • Meeting Minutes: Record and approve meeting minutes (after each meeting).
  • Mission and Vision: Establish or update as needed.
  • Bylaws: Review and update every five years or as necessary. Learn more.
  • Board Policies: Create, review, or update policies, such as:
    • Conflict of interest;
    • Spending;
    • Records retention;
    • Travel and expense reimbursement;
    • Trustee compensation;
    • Whistle-blower policies. Learn more.
  • Board Development: Plan for succession, recruit new members, and provide orientation (as needed). Learn more.
  • D&O Liability Insurance: Purchase or review Directors and Officers (D&O) liability insurance (if applicable). Learn more.
  • Executive Director/Staff Review: Evaluate performance, salaries, and benefits for staff. Learn more.

Tax and Legal Responsibilities

  • Federal Income Tax: File Form 990-PF and pay excise tax annually. Learn more.
  • State Corporate Filing: Submit required filings in all registered states (annually or biannually, depending on the state).
  • State Income Tax: File forms if required (annually).
  • Employment Taxes: Pay employment taxes for any paid staff. Learn more.
  • Local Property Tax or Exemption: File if applicable.
  • State Sales Tax Exemption: Renew or file, depending on state law.
  • Professional Advice: Consult with an attorney or CPA to confirm local requirements.

Read the full article about running a foundation at Exponent Philanthropy.