05: Corporate Records or Minutes

Confirming
Reconfirming

Foundations submit corporate records or minutes for the most recent 12-month period. Not all key elements require annual discussion or approval by the board. For those elements, the foundation should submit the most recent minutes that cover discussion or approval of a pertinent policy. For all submitted minutes, highlight or flag the dates and specific sections that describe the board’s approval of the policies satisfying the key elements.

Key Elements 
  1. The board’s exercise of authority over mission, strategic direction, and policies. Examples may include a strategic plan, evidence of benchmarking, and/or documentation of discussion of foundation policies.
  2. The board’s approval of the annual budget.
  3. The board’s approval of all grants or the board’s delegation of this authority.
  4. Where the donor, the donor’s appointee, or a related party has some participation on a selection committee of a fund established to provide assistance to individuals for travel, study, or similar purposes, provide:
    • the board’s approval (or the board’s delegation of that authority) of selection committees and
    • the board’s approval of procedures.*
  5. The board’s approval of the conflicts of interest policy.
  6. The board’s approval of the whistleblower policy.
  7. The board’s approval of the document retention policy (electronic and paper documents).
  8. The board’s approval of the confidentiality policy.
  9. The board’s review and acceptance of audit or financial review.
  10. Evidence that the foundation reflects the community’s breadth and diversity. For this key element, community foundations should submit materials demonstrating how the foundation, broadly speaking, reflects the community’s diversity through, for example, its staff, volunteers, grantees, donors, partners, vendors, etc. Sample characteristics/qualities that might be demonstrated include age, gender, race, ethnicity, geography, socioeconomic background, skill sets, profession/occupation, and political affiliation.
  11. Evidence of the board’s oversight of a development strategy for operations and funds.
  12. Documentation of the board’s approval (or the delegation of such approval) of the investment and spending policies.

*Pension Protection Act requirement

Material Changes

For the purposes of reconfirmation, a material change is any change in policy that necessitated the board’s approval of a new document or policy referenced in the above key elements. For example, if the organization adopted a new conflicts of interest policy, documentation of board approval of the new policy should be submitted.  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.

Core Materials 

Required Documents

  • Board minutes (most recent 12-month period plus pertinent earlier minutes)*
  • Minutes for the board's oversight of the development strategy

*Pension Protection Act requirement

No documents required for reconfirmation unless your original binder submission was prior to August 2006 and you have yet to meet the Pension Protection Act requirements.

Other Suggested Documents

  • Annual Budget
  • Audit
  • Confidentiality Policy
  • Conflict of Interest Policy
  • Development Strategy
  • Document Retention Policy (evidence found in board resolution that accompanies record book)
  • Investment and Spending Policies
  • Mission Statement
  • Organization Policies
  • Scholarship Fund Procedures and Processes
  • Whistleblower Policy (evidence found in board resolution that accompanies record book)
Related Standards 

II. Mission, Structure and Governance

II.F.1    A community foundation's governing body is responsible for the mission, strategic direction, and policies of the organization.

II.F.10    A community foundation's governing body approves all grants.

II.F.3    A community foundation's governing body approves and monitors policies regulating the ethical operations of the community foundation.

II.F.6    A community foundation's governing body is responsible for the financial health and sustainability of the organization, including ensuring adequate revenue, monitoring expenses, and overseeing investment and spending practices.

II.F.8    A community foundation's governing body ensures that the community foundation reflects and serves the breadth and diversity of the community.

III. Resource Development

III.E    A community foundation adopts appropriate gift and fund acceptance policies and makes these policies available upon request.

IV. Stewardship and Accountability

IV.G    A community foundation has an annual audit (or financial review, when assets total less than $5 million) that is performed by an independent public accountant, reviewed and accepted by the governing body, and made available to the public upon request.