Governance

Governance


The governance structure of your foundation determines who makes decisions, how these decisions are made, and how you and your board will act as stewards of the foundation’s assets. This structure also determines how key stakeholders who do not serve on the board—family members, outside experts, nonprofit practitioners, and the constituencies you serve—can play an important and ongoing role in the life of the foundation.

Kelin Gersick and others have noted that philanthropic families often make the mistake of under-investing in governance. Whether it's due to an intense focus on grantmaking or a desire to keep perceived “overhead” costs low, families often neglect governance issues, limiting their own effectiveness. From your choice of board members to your decisions about how best to train and select future trustees, it is important that you spend sufficient time thinking about your options for effective governance structures.

Family dynamics, the management of philanthropic assets, and effective grantmaking depend very much on a clear, effective system of governance. In fact, NCFP Senior Fellow Alice Buhl recommends creating a governance committee to monitor the structure, leadership, and practice of your foundation, similar to the ways you monitor investments.

Clear policies regarding conflicts of interest and compensation ensure your foundation adheres to the law. Directors’ and officers’ liability insurance protects your board. Guidelines on quorum, meeting agendas, and meeting schedules promote productive practice. Clear, fair policies regarding qualifications for board membership, board member job descriptions, and nomination and removal procedures govern family expectations and ensure that the board has access to the talent and resources it needs to succeed.

Although it may be hard to imagine now, if you plan for your foundation to continue more than one or two generations into the future, there are likely to be many situations in which clear guidelines regarding board structure will make all the difference between a smoothly functioning philanthropic institution, and one where perceptions of unfairness and uncertainty abound. Planning ahead for who will participate on your board, when and for how long, will keep such decisions from becoming personal, and will make transitions easier, will make your governance stronger.

Related Reading

Questions on Board Practices and Governing Responsibilities

2003
Questions for families and boards to ask themselves in the areas of board structure, board composition, board and family dynamics, and overall governing responsibilities. Does the board consider needs for certain expertise as it searches for new members? Are board members satisfied with communications with the larger family? Does the current structure of the board assist the board in doing its work?

Board Compensation: Reasonable and Necessary?

2001
Deciding whether to compensate or reimburse family foundation board members can be a difficult and complex decision. This Passages issue paper provides guidance on the legal regulations regarding compensation, suggestions for how to initiate a conversation among your board members about whether or not compensation is appropriate, and suggestions for how to develop a written policy based on this conversation. [PC6]

Basic Rules for Governing a Family Foundation

1999
Setting up and governing a foundation is a relatively simple matter and a family foundation can be run in a virtually risk-free environment, provided proper procedures are followed at all times. Trustees should know the basic rules for governing a family foundation, which are discussed in this briefing paper.

Passing the Baton? Generations Sharing Leadership

2008
Today's family foundation field has many well-prepared next generation members and a whole generation of longer living, active senior members. And while the field has been resourceful in promoting next gen involvement, it has done little to address succession issues for the senior generation or to consider options for shared, multi-generational leadership. Alice Buhl discusses lessons learned from family business, options for shared leadership including senior councils and next generation boards, and offers tips for senior and next generation leaders.

[PC5]

G3 Board Service Policy

February 2012

Board Service Policy for those third generation members interested in joining the Russell Family Foundation Board.