Is your board covering all the bases of good governance 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
- 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 policiesLearn 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.
Financial Oversight and Investments
- 5% Minimum Distributions: Calculate and disburse annually to meet federal requirements. Learn more »
- Budget: Create and approve an annual budget. Learn more »
- Financial Reports: Review balance sheets and compare actual versus budget figures (at each meeting).
- Investment Policy Statement (IPS): Draft or review IPS (recommended but optional). Learn more »
- Investment Performance: Assess portfolio performance and review investment managers (periodically). Learn more »
Grantmaking
- Grant Approvals: Approve grants during each cycle.
- Grant Guidelines and Policies: Review and update as necessary. Consider policies for:
- Discretionary grants
- Grants to needy individuals
- International grants
- Disaster relief
- Multiyear grants
- General operating support grants
Learn more »
- Grant Applications and Reports: Review applications and reports for larger grants (each cycle).
- Annual Report: Consider producing a public report to share impact (optional). Learn more »
Administrative Duties
- Board Meetings: Remind board members of meeting dates, times, and locations; send financial reports, investment updates, previous meeting minutes, and grantmaking information; and facilitate communication among members (between meetings).
- Recordkeeping: Maintain foundation records, including incorporation documents, bylaws, IRS tax-exempt determination letters, board policies, meeting minutes, and tax/legal filings (update as needed or after each meeting). Learn more »
- Bookkeeping: Write and track checks, balance accounts, and prepare financial reports (monthly).
- Meeting Minutes: Prepare and distribute minutes (after each meeting). Learn more »
- Grantmaking: Collect grant applications, issue checks, and gather grant reports (each grant cycle).
- Technology: Assess and update systems, including phone, email, website, antivirus, and spam filter software (as needed). Learn more »
- Technology Policy: Review and update the technology policy (annually).
- Payroll: Pay staff (each payroll period).
Additional Considerations
Explore other ways to enhance your foundation’s impact:
- Evaluate your foundation’s effectiveness, community needs, or board performance.
- Consider mission-related or program-related investments.
- Engage in strategic planning, including succession and next-generation involvement.
- Collaborate with other funders, including community foundations.
By incorporating these tasks into your annual agenda, your board can uphold strong governance and ensure the foundation’s success. Use this checklist as a starting point and tailor it to fit your foundation’s unique needs.
Resources To Expand Your Learning
Foundations 101 Series
February 25 – March 11, 2025 / 2:00 pm – 3:30 pm ET / Virtual Seminar
Join our Foundations 101 Series to master the essentials of running a foundation. Updated for 2025, this program explores key areas like governance, legal basics, grantmaking, investments, and more. Sessions begin February 25, 2025. View the full schedule here.
The Updated Foundation Guidebook
Your Roadmap to Effective Foundation Management
Need a comprehensive guide to strengthen your foundation’s work? The Foundation Guidebook provides step-by-step guidance, practical templates, and actionable insights to streamline operations, clarify your mission, and enhance impact. It’s designed to support leaders of foundations with few or no staff at every stage of their journey. Buy it here!