Non-profit board members are often asked to step beyond the roles of corporate directors, contributing to development as well as hands-on resources. And while they are subject to many of the same duties, they may not have the benefit of the legal, governance and financial expertise and advice. Our experts assisted non-profit board members in filling the gaps, and answered questions such as: What is the role of a nonprofit board member and how might it differ from a corporate board member? How can you assess board governance and what questions should you be asking management? What are the board vs. enterprise risks and how do you spot check the risks?
DISCUSSION SUMMARY AND KEY TAKEAWAYS
HERE'S WHAT YOU MAY HAVE MISSED
NACD members and guests were treated to a lively and engaging discussion on good governance practices in the non-profit sector. Matt Loeb, a seasoned non-profit trustee, moderated the program which included panelists Brett Harris, Esq, a shareholder in Wilentz, Goldman & Spitzer, P.A., specializing in non-profit governance and Mark Oster, managing partner for Grant Thornton’s Not-for-Profit and Higher Education practices. The entire program was interactive, allowing attendees to discuss the challenges they are currently facing and to learn from one another’s experiences on the non-profit boards they serve.
Sound bylaws which guide the trustees as it oversees the non-profit, and clearly defined Trustee term limits are important are fundamentals. Each organization should have a nominating committee whose charter is to cultivate new board members and their responsibilities. An ad hoc advisory council is a good way to keep trustees who’ve rolled off the board along with major donors, engaged. The panel also discussed the importance of annual board self-assessments. The assessments help keep board members accountable and assist in setting the agenda for the coming year.
The bylaws should also dictate other necessary committees such as finance and/or investment, along with audit. These committees should have written policies or charters which provide the guidelines for the committee members to follow.
The panel discussed the importance of board diversity – not only ethnic and gender diversity but diversity of thought. This keeps the board nimble and focused. It is important to note that not all trustees may be in favor of a proposed motion but once that motion is voted on, all trustees must support the outcome.
The board’s role is not an operational one but one of governance and at times the lines can become blurred as management may come to rely on board members for certain areas of expertise that they possess. It is incumbent on the trustees to hold management accountable for the day-to-day operations.
A well-governed non-profit has a succession plan not only for its board members but also for key staff.
It was also noted that reputation is a non-profit’s greatest asset. The board should be addressing enterprise, operational and financial risks, and that there are different levels of risk across the organization. Reputation risk can have a multiplier effect on the organization, potentially affecting finances and operations.
It was a unique learning experience that capitalized on the panelist's expertise, the moderator’s experiences and real situations and examples from the audience.
For more information on exceptional non-profit governance, please click on the following links:
Brett R. Harris, a business, nonprofit and technology attorney, is a Shareholder in Wilentz, Goldman & Spitzer, P.A., with offices in Woodbridge and Eatontown, New Jersey; New York City; and Philadelphia, PA. Her broad-based general corporate practice includes transactional matters and client counseling, mergers and acquisitions, document drafting and negotiation, regulatory compliance and policy development. Ms. Harris has a particular focus on counseling non-profit organizations including entity formation, establishing and maintaining tax-exempt status, and complying with fundraising regulations. She counsels boards on governance, mission statement development and strategic planning, and advises clients on structuring and operating foundations and charitable trusts, including grantmaking due diligence and the administration of grant agreements. She has also developed a practice with an emphasis on technology issues including cyber security and social media policies, and handles intellectual property matters including licensing, trademarks and copyrights.
Ms. Harris is General Counsel to the New Jersey Women Lawyers Association and serves on the Executive Board of the organization. A member of the New Jersey State Bar Association, she is Chair of the Business Law Section, Past Chair of the Association’s Internet and Computer Law Committee and an Executive Committee member of the Board of Trustees of the Women in the Profession Section. Ms. Harris is also a member of the NJSBA Taxation Law Section and Intellectual Property and Privacy Law Committees, and the American and Middlesex County Bar Associations. She is involved in several business organizations and serves on the Steering Committees of each of the Non-Profit Forum and the Technology for Business Forum of the Commerce and Industry Association of New Jersey, and the Women of Leadership Committee of the Association for Corporate Growth, New Jersey. Ms. Harris serves on the Legal Working Group for the Center for Non-Profits, an umbrella organization for New Jersey 501(c)(3)s providing advocacy, resources, training and information to strengthen nonprofits. She is also involved with the Rutgers Institute for Ethical Leadership and the New Jersey Chapter of the Association of Fundraising Professionals. In 2014 she was appointed as the New Jersey State Bar Association designee to the New Jersey Supreme Court Working Group on Ethical Issues Involving Metadata.
Since 2016, Ms. Harris has been a member of the National Patient Education Advisory Committee of the Crohn’s & Colitis Foundation. In addition, for the last four years she has served on the Steering Committee for the Fairleigh Dickinson University Conference for Women in Nonprofit Leadership.
The recipient of several honors and recognitions, including NJBIZ Best 50 Women in Business in 2012, Ms. Harris lectures regularly on nonprofit law, transactional matters and legal issues related to technology for ICLE and other professional organizations. She has contributed to several books, including the Desk Reference Manual for Nonprofit and Social Service Organizations, and her articles have appeared in New Jersey Lawyer Magazine, the New Jersey Law Journal, The Computer & Internet Lawyer and other publications. Ms. Harris is also active on Twitter, tweeting @BrettHarrisEsq on business and nonprofit matters, technology law and issues of interest to professional women.
Ms. Harris received her B.A., cum laude, from Washington and Jefferson College and her J.D. from New York University School of Law, where she served as the Executive Editor of the New York University Review of Law and Social Change.
CPA, National Managing Partner, Not-for-Profit & National Education Practices - Grant Thornton
Mark serves as the industry managing partner for Grant Thornton’s Not-for-Profit and Higher Education practices, with overall responsibility for services performed by the firm for these clients nationwide, along with all marketplace initiatives in these sectors.
Mark also is an Advisory principal responsible for providing business strategy and governance, operations improvement, information technology, and business risk services to the firm’s nonprofit clients. His engagements have included strategic planning, organizational reviews, reserves analyses, board governance, financial modeling, benchmarking and best practices reviews, risk assessments, ERM, operations improvement, internal audit, construction audit, technology effectiveness assessments, IT strategy and planning, requirements analyses, business continuity/disaster recovery, system selections and implementation, cybersecurity risk analysis, and post-implementation reviews.
In Mark’s forty years of experience, he has worked with many leading not-for-profit organizations, collaborating with those clients’ management, audit committee and boards. Mark’s experience includes working with colleges and universities, museum and cultural institutions, trade and professional associations, social and human services organizations, foundations, Jewish/Israeli organizations, and religious organizations.
Mark is a frequent panelist and lecturer on business and technology topics. He has spoken at numerous industry events, including NACUBO, EACUBO, CACUBO, TAG, FMA, ACUE, InsideNGO, FFOG, NJSSCPA, AHIA, NJHFMA, and the AICPA. Mark is a member of Grant Thornton’s national leadership team, and serves on several national not-for-profit boards (including roles as audit committee chair and executive committee member).
Mark holds an Information Systems degree from the Wharton School of Business at the University of Pennsylvania.
CGEIT, CAE, FASAE, Board Trustee - MODERATOR of the Program
Matt Loeb, CGEIT, CAE, FASAE, is a digitally savvy, strategic and results-oriented CEO, board director and executive advisor with nearly 30 years of global experience in the technology, learning, publishing and nonprofit sectors. As Principal of Optimal Performance Seekers, LLC, Matt works with select enterprises and their executive leadership teams to build and mature organizational capabilities that improve business performance and achieve their desired business results.
Most recently Matt served as the CEO of ISACA, a nonprofitl association serving 11,000 companies and 165,000 member and certified professionals in 190 countries. His four year tenure was highlighted by a business transformation that resulted in financial growth of 77% with annual top-line revenues increasing from $43M to $76M. His key accomplishments include: the development and launch of the tech industry’s first enterprise-wide cybersecurity assessment providing security assurance to Boards and C-Suites of their organization’s resilience to cyber-attack; the first vendor-neutral, performance-based cybersecurity training and certification program aimed at increasing the number of cyber security professionals and maintaining their skill set to combat the rapidly changing threat landscape and expanding attack surfaces; the expansion of ISACA’s global reach into Asia, Europe, Africa and the Middle East while building new product management, business development, public affairs and government relations capabilities to enhance overall customer and stakeholder experience.
Prior to joining ISACA, Matt spent 20 years at the Institute of Electrical and Electronics Engineers (IEEE) as Staff Executive and Executive Director/CEO of the IEEE Foundation. Key accomplishments include a refined and outcome-driven corporate strategy, transitioning IEEE into digital publishing, pioneering its global expansion, and rejuvenating IEEE’s contributions towards uplifting the human condition leveraging philanthropy.
Matt currently serves on the Excelsior College (NY) Board of Trustees, the American Society of Association Executives (ASAE) Board of Directors, and the Knimbus, Pvt. Ltd. (India) Board of Advisors. He previously served as Director and Chair of the CMMI Institute, as a Director on the ISACA Board of Directors, and on two education foundations in Montgomery Township, NJ and Tustin, CA.
He is an NACD Board Leadership Fellow, and in 2016 Matt was recognized as one of the top 100 Directors in the US. He is also a Fellow of the ASAE, a senior member of IEEE, and a member of ISACA.
In his spare time, Matt is involved in US Soccer as a referee with over 20 years experience and as a National D Coach.