Above Board

State of The Studio meeting highlights accomplishments, upcoming agenda

The end of summer marks a transitional time for The Studio and the upcoming calendar year as it marks the start of our exhibitions and events season.

To better serve TASI, the board of directors developed a yearly, summer strategic workshop program that began formally in 2018, and its the latest itineration was completed this August and culminated with our now annual open meeting that took place Sept. 11.

This meeting is a part of our strategic planning process and is an opportunity for our membership, patrons and the community at-large to give input and foster awareness and support for TASI programming and projects.

The board has worked diligently this past year on a number of issues involving governance and management of the organization to encourage its growth and success. Among the areas that the board implemented and reviewed included corporate formalities, financial oversight, programs and planning, and legal compliance.

However, there are several other matters for a board to review and act upon annually. These reviews and actions should not just be performed at the annual meeting (that would be overwhelming), and they also need not be timed with the end of the calendar or fiscal year. Regardless, they should be scheduled every year.

Topics that the board addresses during its monthly meetings are broad. Some of the more prominent topics for annual review are best outlined below in suggestions by the NEO Law Group, specialists in non-profit law and governance, that directors should consider, and the board should look to these areas by first reflecting on past activities, and then anticipating or looking forward to potential issues for the future:

•Nominations and Elections. Are there any officer or director positions which must be elected? The board should review the organization’s bylaws to ensure that elections (including re-elections and responsibilities) are being held consistent with the requirements stated in the bylaws. The make-up of the board changes from time to time as individuals fulfill terms and resign. Recruiting proactive, community-oriented directors is a paramount activity to lead TASI to achieving its goals.

•Budget and Grants. Before a new fiscal year, the board should review and approve a budget for the upcoming year. A budget is an important planning tool that encompasses an organization’s programs, mission and strategic plan. The organization’s staff will likely be charged with preparing the budget, but the board should review and approve the budget with care. Grants are of special concern to TASI, in that this type of funding often assists in the completion of capital projects and assists in sustaining operations. Grant deadlines and requirements can be assisted by board members and community stakeholders.

•Administrative Performance. The board is charged with reviewing administrative performance and generally should provide the executive staff with some form of annual performance review. Job descriptions may occasionally change as the organization grows and evolves, and it is important to review and revise job descriptions, duties and compensation, as necessary.

•Mission. Is TASI carrying out its mission goals effectively? The board should review the organization’s purpose statement and mission against the activities it conducted over the year. Has the mission strayed from the purpose statement in the articles of incorporation or bylaws? Are activities being conducted outside of the organization’s legal and fiscal parameters? Generally, the board must approve any changes to an organization’s mission.

•Programs. It is always a good idea for the board to review the Studio’s strategic plan and receive a program report from the staff and tenants regarding the past year. The board has a responsibility to monitor the progress of strategic plans, or at least set progress benchmarks. The board will want to make sure that programs and plans are on target and adapted as necessary.

•Form 990. Most tax-exempt organizations other than churches must file either the Form 990, 990-EZ, 990-N (e-postcard) or the 990-PF. The filing must take place by the 15th day of the fifth month after the fiscal year is over. The board, or an authorized committee of the board, should review this form before submission to the IRS. The Form 990 review is integral to sustaining the Studio’s non-profit status.

•Board. The board should review its own composition and performance and determine, based in part on such review, its recruitment, training/development, meeting, oversight, policy development, and planning strategies.

•Committees. The board should examine its committee structures and performance of each committee. The board should distinguish between board committees and other committees, selectively appoint committee members, ensure proper delegation to and oversight of the committees, and shed unused or ineffective committees.

•Legal Compliance. With staff input, and the assistance of legal counsel, as appropriate, the board should review the organization’s past legal issues and identify and assess its current and future issues. The board should ensure compliance is a priority and set the proper tone at the top. Charities should consider applicable laws regarding qualifications to conduct activities, required licenses and permits, nonprofit and 501(c)(3) compliance, facilities and real property, intellectual property, employment practices and internal policy compliance.

•Risk Management. With staff input, the board should identify and assess the organization’s risk areas, ensure the development and implementation of appropriate risk management policies (including proper training of staff and volunteers), and review the adequacy of the organization’s insurance coverage.

In addition to the reviews and actions described above, the board may want to schedule time at each meeting to consider one or more generative questions about how to make the organization more successful in the future. These questions may encourage board members to close out the year with a critical and nurturing eye to the larger picture and organizational climate.

Such questions include: What is happening in the environment that will affect our mission or organization? In this context, directors should think not only about assets and programs, but also about how to directly respond to the organization’s mission and objectives. For example, if an organization’s goal is to eradicate homelessness in a city and programmatic activities include running various soup kitchens, the organization may want to consider other ideas that could address homelessness. Should the organization get involved with advocacy? Are there other possible actions that may directly speak to the organization’s intended outcome?

How do we continue to recruit board members? How do we advance the desired composition of our board? Do we have diversity goals? Are we meeting them? Are there questions we should be asking ourselves that are reflective of our specific circumstances?

Meeting a board member’s legal or fiduciary duties is a much greater task than simply staying out of trouble. It’s about protecting, overseeing and directing the organization with reasonable care toward its mission. Preserving the status quo is often not the most valuable strategy for doing so. Reserving time to discuss various possibilities, including those not easily accessible, is an essential part of fulfilling the board members’ legal duties.

Stephan Malick is TASI board president