01: Governance and Related Documents

Governing instruments should include:

1. Evidence that the organization is nonprofit
2. Evidence that the organization is founded for the public benefit 
3. Evidence that the board is independent
4. Evidence that the organization is nonsectarian 
5. Evidence of intent to serve many donors 
6. Board size (This key element may be found in a board resolution.)
7. Required number of meetings annually (This key element may be found in a board resolution.)
8. Board members’ nomination, election and/or appointment process
9. Committee structure and responsibilities (This key element may be found in a board resolution.)
10. Board members elected or appointed for defined periods of service, at the end of which either their board service ends or they must be reelected or reappointed in order to continue service
11. Evidence of variance power
12. For community foundations with assets held in trust, related documents describe the board’s sole and independent power to:
    • replace any participating trustee, custodian, or agent for breach of fiduciary duty
    • replace any participating trustee, custodian, or agent for failure to produce a reasonable return of net income over a reasonable period of time

    The following key elements may be found in the governing instruments or in other documents:

13. Written job descriptions or scope of responsibilities for board members.
14. Demonstration of evidence of ongoing training and development of board members. This could take such forms as board orientations, regular strategic planning retreats, peer interaction, and self-assessments.
15. Intent to raise widespread support from private donors (Cross-check with communication materials and mission statement for consistency; can be in any one or all documents.)
16. Long-term goal of securing discretionary resources to meet changing community needs (Cross-check with communication materials and mission statement for consistency; can be in any one or all documents.)
17. Goal of building permanent, named component funds for broad-based charitable purposes (Cross-check with communication materials and mission statement for consistency; can be in any one or all documents.)
18. Focus on a defined geographical region, such as a municipality, county, state, metropolitan area, or closely related aggregation of such areas that are considered for some purposes as a community. An organization serving a single greater metropolitan area would satisfy this criterion even if that greater metropolitan area included parts of several states. This criterion excludes national and multinational organizations. (Cross-check with communication materials and mission statement for consistency; can be in any one or all documents.)

Material Changes

For the purposes of reconfirmation, a material change adds, deletes, expands or contracts your organization’s governance policies, powers or practices. If you have had material changes, you will need to resubmit any documentation related to material changes. Review all key elements for this requirement by clicking the "confirming" toggle in the upper left corner of this page.