Welcome to our board member

Board & Committee

Member Orientation Manual

©TGRC Board and Committee Orientation Manual Adopted by Board of Directors – March 3, 2015

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Accountability

Transparency

Integrity

Dear Board Director & Committee Member,

Thank you in advance for your deepened commitment and service to TGRC, our community, and the future of young women and girls. This New Member Welcome Manual is to help you quickly adjust to being an active Board Director/Committee Member.

As a new Board Director & Committee Member, you are expected to be aware of some of the current issues being discussed and acted upon. Board Directors & Committee Members often work on specific projects that include long-range planning, fundraising, marketing, outreach, events, and volunteer development. While we are interested in specific skills such as these, it is equally important that Board Director & Committee Member be enthusiastic, thoughtful, and relate to fellow Board & Committee Members in a respectful and constructive way—particularly when offering criticism or differing viewpoints. As a new Board Director & Committee Member, try to speak positively, but not unrealistically of TGRC to members, volunteers, potential donors, lenders, founders, sponsors, and future Board members. As a representative and ambassador of this organization, you are now part of its “public face”.

As a new Board Directors & Committee Members who have voting rights, you will be asked to vote at our meetings on pressing issues facing young women and girls. Don’t worry—if you feel you are not yet adequately informed about an issue, or need more time to consider, you can always abstain during a vote. The information in this Board & Committee Member Origination Manual does not supersede TGRC Bylaws, Policies, Articles of Incorporation.

Best regards,

Executive Officers of TGRC


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BOARD DIRECTOR & COMMITTEE MEMBERS MANAUL“Women are going to form a chain, a greater sisterhood than the world has ever known.” ― Nellie L. McClung

The Girls Rising Collective™ Foundation, Inc., Board and Committee Orientation Manual is an extension of The Girls Rising Collective™ Foundation, Inc. By-laws that captures the organization’s best practices, policies, and procedures. We appreciate your willingness to serve. Our Organization fills an important need in our community, and we believe that you will find serving on the Board a rich and rewarding experience. As a director, you and your fellow board members are responsible for overseeing the Organization’s operations, while maintaining our commitment to the Organization’s mission.

This involves establishing our strategic direction, ensuring our compliance with all applicable legal requirements, and keeping our Organization financially healthy. This manual will help you understand your rights and responsibilities as a director so that you can effectively carry out these duties. We encourage you to refer to it whenever you have questions about your Board service.


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Over the past several years, many groups and organizations have placed a great emphasis on nonprofit/not-for-profit

governance. Watchdog groups such as the Better Business Bureau’s, Wise Giving Alliance and Charity Navigator

regularly rate charities based in large part on the organization’s governance structure. The IRS has redesigned the Form 990,

the reporting form that most charities must file with the IRS on an annual basis, asking for information that is much more

detailed about every nonprofit organization’s governance practices and policies. Donors, foundations and the press have also

placed a greater emphasis on nonprofit governance.

We strive to maintain a Board that promotes a culture and structure to meet the new generation of nonprofit/not-for-profit

standards. We see meeting these new standards as the best way to practice our mission and keep our Organization healthy.

Before you begin reviewing this manual, you should remember that you are not alone. When exercising your responsibilities,

you may draw from the expertise of your fellow directors and management. In addition, you may rely on the expertise of

individuals retained by our Organization to assist. These individuals include our legal counsel, independent auditors and

insurance brokers.

Donor Bill of Rights To be informed of the organization's mission, of the way the organization

intends to use donated resources, and of its capacity to use donations effectively for their intended purposes.

To be informed of the identity of those serving on the organization's governing board, and to expect the board to exercise prudent judgment in its stewardship responsibilities.

To have access to the organization's most recent financial statements.

To be assured their gifts will be used for the purposes for which they were given.

To receive appropriate acknowledgement and recognition.

To be assured that information about their donations is handled with respect and with confidentiality to the extent provided by law.

To expect that all relationships with individuals representing organizations of interest to the donor will be professional in nature.

To be informed whether those seeking donations are volunteers, employees of the organization or hired solicitors.

To have the opportunity for their names to be deleted from mailing lists that an organization may intend to share.

To feel free to ask questions when making a donation and to receive prompt, truthful and forthright answers.

©TGRC Board and Committee Orientation Manual

Adopted by Board of Directors – March 3, 2015

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PHILANTHROPY is based on voluntary action for the common good. It is a tradition of giving and sharing that

is primary to the quality of life. To assure that philanthropy merits the respect and trust of the general public,

and that donors and prospective donors can have full confidence in the not-for-profit organizations and causes

they are asked to support, we declare that all donors have these rights:

Section 1: Getting to know the organization

About The Organization

Organizational History

What Is The Mission, Vision, Values

Why Was TGRC Formed?

Strategic Plan/Goals & Objectives

Overview of Current Programs

Lists of Members, Partners, etc.

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Section 2: Board Performance Board Governance Framework

Board Structure and Composition

Boards Directors Roles

Board of Director (BOD) Expectations

Board Members' Code of Conduct

Board Finances Contribution

Board and CEO Relationship

Board’s Responsibility in Financial Oversight

Fiduciary Responsibility of a Member of the Board of Directors

Board’s Role in Risk Management

Liability as a Director

Duty of Care

Duty of Loyalty

Duty of Obedience

Director’s Rights

Board Compensation

Board Participation

Board Evaluation

Monitoring Executive Performance

Private Inurement and Private Benefit

Fundraising

Political Activity and Lobbying

Rules Prohibiting Political Activities

WHO ME?

List of New Committees

Understanding Committee Roles

Committee Removal For Failure To Participate

Committee Appointment Process

Responsibilities of Being a Committee Member

Board & Committee Manual Table of Contents

Section 3:Robert’s Meeting Rules 101

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Board Meeting Minutes

Meetings of The Board of Directors

Board Chair's Role

Voting Practices

BOD Attendance Policy

Board Meeting Schedule Calendar

Meeting Ground Rules

The Agenda

What makes a quorum?

Emergency Meetings

Adjournment of Meetings (Part 1)


Example of Robert’s Rule of Order Chart of Motions & Procedures


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Section 4:

Staff/Officers Roles

Organizational Structure/Chart

Staff Compensation

Communication to the Board


Legal Responsibilities

Handling Complaints, Media Inquires & Legal Issues

Annual Calendar of Activities (Attach)

Day –to– Day Business Appendices List Appendix A - Articles of Incorporation

Appendix B - Bylaws

Appendix C - IRS Determination Letter

Appendix D - Prior year’s annual audit or 990N ecard

Appendix E - Audit Financial Statement Information

Appendix F - Current Operating Budget

Appendix G - Conflict of Interest Policy

Appendix H - Conflict of Interest Questionnaire

Appendix I - Code of Ethics

Appendix J - Whistleblower Policy

Appendix K - Expense Reimbusement Policy

Appendix L - Anti-Trust Policy

Appendix M – Non-Discrimination Statement and Policy

Appendix N – Document Retention Policy and Procedures

Appendix O – Gift Acceptance Policy

Appendix P - Appendix N - Member Contact List

Section 5: Governance Tools

Section 1:Getting to know the organization


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About the Organization


What is our Mission, Vision, and Values

Why was TGRCF Formed?

Overview of Current Programs

Current Strategic Plan/Goals & Objectives

List of Members, Partners, etc.


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Favorite Membership Quote

“Every man owes a part of his time and money to the business or industry in which he is engaged. No man has a right to withhold his support from an organization that is striving to improve conditions within his sphere.”

Teddy Roosevelt - 1908

Jointly oversee and govern the activities of the organization.

Determines what means are needed to achieve the organization’s purpose.Executive

Board

A group of people officially delegated to perform a

Function, such as investigating, considering, reporting,Or acting on a matter.

Committee

What TGRC Sisterhood is about…

The Girls Rising Collective™ Foundation, Inc. (TGRCF) is a recognized 501(c)(3) not-for-profit membership-based eco-friendly organization, peer to peer mentoring program, and holistic wellness center; that inspire, equip, educate, empower and mobilize women and girls to take actions that changes the world, one female at a time; through educational opportunities, self-awareness, self-sufficiency, philanthropy, positive sisterhood, mentorship, self-esteem development, holistic wellness coaching, workshops, and volunteerism.

TGRCF researches, identifies, and leverages networks of communities and opportunities developed for, with and by women and girls. We find our tribes and build communities of abundance by connecting locally to build globally. We have reorganized our foundation in order to execute our global mission of helping women and girls truly lived INSPIRED, EMPOWERED and RESTORED.


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About The Organization

We believe all girls have the right to be educated,

valued, healthy, safe, respected, empowered, and

equip with the necessary tools for school.


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History 2001: The idea started by Bridgett Parris when her sister die of aids and leave her two daughter behind.

2006: Immigration file to adopt the girls.

2008: Name created “Ebed Melech Shalom International Outreach”

2009: Create the first “Sister Circle of Strength” in Houston, TX & Aluna Lotus Holistic Health & Wellness

2010: The Sister Circle of Strength grew from 2 members to 95

2011: Start the Sister Circle of Strength “Brown Girls Rock” Florida Chapter, it grew from 5 to 163 members.

2012: Start “International Friends Social Group” now have over 750 members

2013: Start 3 Sister Circle of Strength Chapters. (Atlanta, New York, Jamaica)

2014: Finally make the Sister Circle of Strength legal & official “The Girl Rising Collective Foundation, Inc.”

2014: Girls Rising Collective™ together collectively feed 150 homeless men, women and children.

2014: Our 1st Annual Health & Wellness Fair, Back 2 School Drive, Workshops, etc.

2014: Receive our IRS 501 (c)3 approval letter & State Tax exemptions.

2014: Create our 1Love Volunteer Program, Art Class for women.

2015: Pending chapters (California, Trinidad & Tobago, Bahamas, Ghana, Israel, Philadelphia, Haiti,

London)


Our Mission. Our Vision. Our Values.

Our Mission:

To inspire, educate, equip, empower, and mobilize women and girls to take action that changes the world, one female at a time.

Our Vision:

A global movement that is fueled by kindness, purposeful allocation of resources, access to educational opportunities, facilitation of community involvement, holistic wellness living, positive sisterhood, and females loving their authentic self.

Our Values:

People – Our greatest assets: our members, our employees, our partners, our sponsors, our volunteers, our interns, our staff and our board members.

Compassion – For those we serve.

Excellence - In all we do: organizational performance.

Belief - We believe every girl should be respected, valued, safe, healthy, empowered, and equip with the necessary tools for school.

Kindness – We ensure that as we receive we give back to others.

Sisterhood – The unification of women everywhere for the empowerment of today's girls. As a Collective, we chose to leave the door of opportunity open when we walk through it.

Purposeful allocation of resources – We regard resources that are relevant to the empowerment of women and girls everywhere.

Community involvement – Working collectively to reciprocate by giving back our knowledge, skills, and success to the community.

Education that empowers – Teach young women and girls skills that empowers them to become tomorrow’s leaders and to live enriched lives.

Collaboration – recognizes the importance of collaboration with organizations and communities to make the most impact. We understand that more can be accomplished if we work together and have respect for each other.

©TGRC Board and Committee Orientation Manual Adopted by Board of Directors – March 3, 2015 12

Why Was TGRC Formed?

To share resources, knowledge and expertise.

To break educational barriers.

To build better sisterhood bond and collaboration within the community, and around the world.

To encourage volunteer service in our community and aboard that to help women and girls in need.

To provide girls with “tools for school”, so they are prepare to learn and succeed in their class room.

To provide holistic health & wellness coaching for women and girls in our community and aboard.

To promote awareness effecting women and girls.

To promote authentic self-love with unwavering confidence.

To hold events that bring the community together in unity.

To facilitate workshops that empower women and girls.

To have a place where women and girls can come and receive support.


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STRATEGIC PLAN & OBJECTIVES

Goal #1: Five Year Goals and Objectives:

Improve communication and promote to our members.

Provide mentorship opportunity for university, high school, middle school, and colleges.

Increase volunteerism & membership participation.

Open other chapters in other states and the Caribbean.

Invest in membership & donor management online databases/information systems to support our goals.

Launch events and programs to support our mission.

Explore other ways to support local institutions middle and high after school & summer programs.

Launch marketing, branding & membership campaign.

Goal #2: Capacity Building:

Develop and implement a plan to increase our capacity to achieve our mission and deliver value to our members.

Create a plan to make the best use of our finances and ensure the future stability of the organization.

Develop programs to increase volunteer participation and support by a broader group of members.

Open other chapter/club in other countries.

Goal #3: Professional Development & Membership Services:

Expand professional development opportunities and membership services.

Increase professional development, sharing of best practices, networking and workshops.

Capitalize on international partnerships/alliances.

Address geographical educational barriers.

Explore possibility of professional designation and/or enhanced training.

Research.

Increase the value of TGRCF membership.

Goal #4: Marketing:

Develop and implement a marketing and communications plan to enhance our position as the national voice for educational opportunities, benefit of positive sisterhood, community service, health issues effecting women and girls.

Enhance national presence / raise female awareness.

Develop Government awareness.

Communicate with members to provide information updates; promote benefits; encourage members to embrace.


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Sister Circle of Strength™ (SCOS)

Global Educational Outreach Program

Tools For Schools™

LEAH™ Transformation Program

Leadership

Education

Awareness

Holistic Health & Wellness

1 Love Volunteer Program

Provide Community Service To Nonprofit Organizations

Aluna Lotus Holistic Health & Wellness Living 360™

Body, Mind, & Spirit

Yoga: Beginner & Intermediate

Whole Foods Cooking (Vegan Dishes)

Healthy Weight (Without the Gym)

How to use essential oil as part of your daily life.

Meditation 101, and many more.

I R.I.S.E. Mentoring™ Program

Peer To Peer Mentoring

Our formula is very simple;

college/university graduates or college/university female student, mentor;

high school girls, and high school girls, mentor;

middle school girls.©TGRC Board and Committee Orientation Manual


These programs are designed to educate the women & girls

in financial literacy, community involvement, media literacy,

self-esteem, holistic health & wellness, self-development,

self-knowledge, and sexual education.

Overview of our current programs The Situation; Self-esteem

The Process; Self-development

The Outcome; Self-knowledge

Global Educational Outreach Program - Tools For School™

Tools for schools initiative.

Actively raising awareness and funds for girls education.

Each girl are hand deliver with the tools for school at our annual Backpack –A-Thon or after the event.

We provide them with • Backpack

• Laptop

• Lunchbox

• 3 P’s - Paper, Pens, and Pencils, etc.


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“The question is not whether we can afford to invest in every child; it

is whether we can afford not to.” - Marian Wright Edelman

LEAH™ = Leadership, Education, Awareness, and Holistic Health.

Executive Teen Leadership (Age 13-19)

• Understanding Your Gifts

• Goal Setting & Visioning

• Understanding Your Relationships

• Youth, Leadership & Motivational

• Holistic Healthy Choice Living

Young Adult ( Age 20 -29)

• Young Women Empowerment Workshop

• Leadership Development

• Holistic Health & Wellness Living

• Job Assistance

• Public Engagement & Networking 101

• Running for Office & Navigating Past Failure



Empowerment workshop and activities that teach life skills to young women and teen

girls to build confidence, develop leadership competencies and feelings of self-worth.

1 Love Volunteer Program -Unity For Girls and Women Empowerment.

The GRC also prides itself in getting involved and supporting local organizations by participating in charitable events, run/walks, and fundraisers.

Community outreach • Broward Food Pantry• Free Arts for Abused Children• Reading to Children• Broward Partnership For The Homeless• Susan G. Komen• Making Strides Against Breast Cancer• American Heart Association• Dress for Success• Women In Distress• Relay For Life• And many more


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TGRC SCOS Curriculum™

Focus on… • Academic educational support

• Individualized attention

• A gender-specific life coaching

• Parental involvement

Girls learn and gain… • Positive Self-Talk

• Confidence

• Body Image (love of self)

• Goal-Setting

• Support Networks

• Wellness & Awareness (Healthy decision making)

• Leadership

• Critical thinking and much more

We accomplish this by having engagement activities.


IR.I.S.E. Mentoring Program™

Classes - Workshops

Literacy Book Club - Words, Tea & Book™

TGRC Literacy Book Club "Words, Tea & Book" is intended to bridge our personal and professional lives, and provide us with a regular opportunity to read, unwind, and have thought-provoking conversations as sisters in a nonjudgmental environment.

Every four to six weeks we looked forward to our book club meetings.

Meetings are held on the first and third Thursday of each month.

She is an Artist™

TGRC offer two type of She is an Artist™ art classes, during our summer leadership camp, and for our monthly adult evening or weekend adult classes.


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Aluna Lotus Holistic Health & Wellness Living 360™ Healing Oils, Healing Hands™

Vegan 101 - Whole Foods Cooking.

Meditation 101.

5K Weekend Walk/Run.

Bellydancing.

My Moon My Womb.

Healing herbs and your body.

Nutritional counseling.

Organic skincare products.

Natural spa treatment

Massage therapy & organic skincare

Healthy weight & exercise (fitwomen & fitnessmom).

How to use essential oil as part of your daily life.

Girl Power Yoga Sundays: Beginner & Intermediate

Beach Sand Yoga

Lawn Yoga

Tai Chi/Qi Gong

Energy Healing

In this six-week series, our Community Partner Instructor (CPI) will

give members effective yogic tools to handle stress, anger, anxiety,

and other challenges facing teen girls and young women.

Members will have fun, strengthen their bodies and minds, and

develop compassion and self-confidence. Continue

Classes – Workshops (Cont.)

Financial Empowerment Workshop

Empowering Your Life As A Woman

Finding Your Life Purpose and Passion

Dress For Success

Styling Natural Hair For Work & Job Interviews

Business Development Workshop

(Example: How to Write Your Business Plan, How to Brand Your Business 101, Marketing Strategically & Social Media 101)

Professional Networking 101

Professional Beauty Photoshoot Workshop

Holistic & Wellness Coaching (how to handle life & work holistically)

Nutritional Advice (example: How to pack your healthy lunch for work)


Her Self-Development

TGRC aims to empower all women from all walks of life and in order to do so, TGRC offers a variety of

professional and personal development workshops and seminars to fulfill our mission of empowerment.


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Membership in a TGRCF chapter provides people with the opportunity to meet and work

with other individuals in a spirit of fellowship, striving toward the common goal of helping

those in need. Through your mutual concern for others, members can improve both local

and global communities while developing valuable personal and professional skills. New

members are expected to give freely of their time and energy whenever possible, attend

chapter meetings, be available for committee assignments, be knowledgeable about the

aims and objectives of TGRCF and support chapter leaders.

The benefits of TGRCF clubs membership are numerous, and include:

Helping those in need

Making a difference in your community

Having an impact on those in need worldwide

Developing leadership skills

Enhancing communication skills

Utilizing planning and organization skills

Working hands-on to meet community needs

Meeting new people – from your community and abroad

Opportunities to network

Opportunities to travel around the world

Discount events and merchandise

Membership


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Serve the TGRCF membership as a whole

Actively seek input from others

Meet & engage existing members

Identify & recruit new members

Identify, mentor & support potential future TGRCF leaders

Relationship to TGRCF Membership

Membership Report for FY 2014

Miami, Florida

Houston, TX

Atlanta, GA

Kingston, Jamaica

Brooklyn, NY

We currently have a total of 400 female members within our groups

Community Relationships & Partnership

Relationships

Broward Partnership For The Homeless

American Heart Association

Broward Pantry

Women In Distress

Habitat for Humanity’s

Broward Food Pantry

Susan G. Komen

Dress for Success

Making Strides Against Breast Cancer

Relay For Life

Children’s Home Society of Florida

And many more.


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Corporate Volunteer Partnership

Hands On Broward

Volunteer Match

National Mentoring Partnership

Internship

Idealist

Section 2:Board Performance

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Board Governance Framework


Boards Directors Roles




Board and CEO Relationship





Duty of Care

Duty of Loyalty

Duty of Obedience

Director’s Rights

Board Compensation

Board Participation

Board Evaluation



Fundraising



WHO ME?




Committee Appointment Process




Audit

Committee

Remuneration

Committee

HR

Committees

Board Committees

Strategy

Board of Directors• Achievement of strategic objectives and value creation

• Fulfil responsibilities and duties in law and prescribed functions

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Board

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Reporting &

Disclosure

Internal Controls

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Executive

Committee

Internal Audit External AuditOther Assurance

ProvidersManagement

Combined Assurance Model

Governance

System and

Controls

Corporate Policies & Procedures

Board Governance Instruments

Monitoring and Evaluation Ke

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Board Governance Framework


Balancing executive and non-exec. participation

Ensuring an effective selection process

Key personal and professional attributes

Skills aligned to strategy and business

Also fill board committee requirements, where appropriate

Some general guidelines

Must have time to devote to responsibilities

Must exercise judgment in best interests of TGRC

Must be informed about the business and its markets

Must avoid interest conflicts between personal and business

Must treat board information confidentially

Should act objectively and be receptive to other perspectives

Should prepare adequately for meetings, regular attendance


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BOARDS DIRECTORS ROLES


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DIRECTOR OF EVENT & PROGRAMS - plans, organizes,

coordinates and promotes our annual fundraising, and signatures

events etc. Example: Help plan, promote, and solicit corporate sponsors for an

event.

DIRECTOR OF YOUTH ENGAGEMENT - retains and recruits committee

volunteers to help with youth engagement.

Example: Collaborates with committee to plan and set goals for youth engagement.

DIRECTOR OF MARKETING & COMMUNICATIONS oversees a

consistent and active communication strategy for the purposes of

recruiting, program messaging, fundraising, awareness & branding

Example: Advise staff on strategies and development for Twitter

and Facebook.

DIRECTOR OF FACILITIES, SYSTEM ENGINEER AND SECURITY

– plans and directs maintenance and security of TGRC

Example: Maintains website, event security,

DIRECTOR OF FINANCE – Prepares and reviews budgets for

events, programs and fiscal year annual report.Example: Establishes budget for an upcoming event or program.

Roles and responsibilities of governing board*


What is expected of you during your appointment

• Embrace TGRC’s mission and vision.

• Base decisions, actions & policies on TGRC Guiding Principles.

• Promote the TGRC priorities, programs & services within the community and aboard.

• Embrace & promote diversity.

• Engage in community outreach efforts.

• Volunteer to lead & serve.

• Participate in fundraising activities

• Participate in upcoming events.

• Respect & encourage each other.

• Protect the sisterhood.

• Encourage health & wellness lifestyle.

• Reserve an open communication with each other.




The Board expects of itself and its members ethical and businesslike conduct. Board members must

represent unconflicted loyalty to the interests of the entire organization, superseding any conflicting loyalty

such as that to advocacy or interest groups and membership on other boards or staffs. Board members

must avoid any conflict of interest with respect to their fiduciary responsibility. There must be no

self-dealing or any conduct of private business or personal services between any Board member and the

organization except as procedurally controlled to assure openness, competitive opportunity, and equal

access to "inside" information.

Board members will make no judgments of the CEO or staff performance except as the performance of the

CEO is assessed against explicit Board policies and agreed upon performance objectives. Each Board

member is expected to complete and sign an Annual Affirmation Statement, which covers, inter alia, Board

conflicts of interest, in accordance with the laws of the State governing not-for-profit organizations, and other

expectations of Board members.


Every Board member is expected to be a donor of record in each calendar year. Expenses incurred

to fulfill board activities normally can be an individual tax deduction; however, any Board member

may submit for reimbursement any expenses incurred to attend Board or committee meetings. See

expense policy for more detail.


Board and CEO Relationship (Cont.)

Staff and Board Members work cooperatively through committees in which many of the Directors

will participate. Through the use of the Committee, programs are given the opportunity to express

program needs to the board in order to help the Board understand the needs of the specific

programs. The Executive Director supervises the activities of the programs and all staff follow the

organizational hierarchy.

Delegation to the Chief Executive (CEO). While the Board job is generally confined to

establishing the broadest policies, implementation and subsidiary policy development is delegated

to the CEO. All Board authority delegated to staff is delegated through the CEO, so that all authority

and accountability of staff -- as far as the Board is concerned -- is considered to be the authority

and accountability of the CEO.

The CEO is authorized to establish all further policies, make all decisions, take all actions and

develop all activities as long as they are consonant with any reasonable interpretation of the

Board’s policies in this manual.

Continue

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The Board may change its policies during any meeting, thereby shifting the boundary between

Board and CEO domains. Consequently, the Board may change the latitude of choice given to

the CEO, but so long as any particular delegation is in place, the Board and its members will

respect and support the CEO choices. This does not prevent the Board from obtaining

information in the delegated areas.

Except when a person or committee has been authorized by the Board to incur some

amount of staff cost for study of an issue, no Board member, officer or committee has

authority over the CEO. Information may be requested by these individuals or groups,

but if such request -- in the CEO’s judgment -- requires a material amount of staff time

or funds or is disruptive, it may be refused.

Board and CEO Relationship (Cont.)

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Ensuring proper external controls and audit

Prepare operating and capital budget

Duty to maintain proper accounting records

Establishing, monitoring proper internal control

Finalize and approve budget

Ensure that expenditures are within budget

Approve expenditures outside authorized budget levels

Provide for the periodic audits and financial reviews

Develop financial policies and procedures , including policies related to private inurement,

retention of records, conflict of interest, and whistleblower policies

Approve financial policies and monitor that policies are being followed.

Ensure that there is adequate segregation of financial duties so that no one person in

involved in all aspects of financial transactions.

Establish audit committee to receive and review audit

Skills, knowledge required by directors



As a director, you have certain legal responsibilities that you must follow. This section is designed to give you some of the

information you need to carry out those responsibilities. However, this material can only provide you with general

information. It cannot answer every situation that may arise and should not be construed as legal advice. Therefore, if the

Board has a specific situation with respect to which it needs guidance, it should consult with The Girls Rising Collective™ Foundation’s legal counsel to determine what is appropriate for the organization.

The Tone at the Top: The “tone at the top” refers to the ethical climate created in an organization by its leadership.

Through your leadership on the Board, you can foster a climate whereby the directors, employees, and volunteers act in a

manner that upholds the highest ethical standards of The Girls Rising Collective™ Foundation, Inc., while carrying out

their duties. It is important to create this expectation for yourselves and others. If you and your fellow directors appear

unconcerned with maintaining high standards, this attitude will be observed by the employees and volunteers, and it will

impact their behavior as well.

In addition, as a director, you are expected to comply fully with The Girls Rising Collective™ Foundation, Inc. ’s Code

of Ethics, which includes the Ethics Policy covering gift acceptance (see Appendix H) and the Conflict of Interest Policy

(see Appendix G). You and the other members of the Board are responsible for ensuring that all others comply with these

policies as well. In particular, the Board is responsible for implementing The Girls Rising Collective™ Foundation, Inc.

’s Whistleblower Policy (see Appendix I) and for ensuring that any claims of wrongdoing by a director, officer, employee,

or volunteer are fully and fairly investigated, and that there is no retaliation against anyone bringing a claim in good faith.

In particular, the Board should make clear that, in making decisions, it is doing what it believes is in the best interests of

The Girls Rising Collective™ Foundation, Inc. to help carry out its mission. It is also the Board’s responsibility to

ensure that The Girls Rising Collective™ Foundation, Inc. fully complies with all applicable federal and Florida state

laws and regulations.

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The board should know about and evaluate the:

↳Most significant risks facing the organization.

↳Possible effects on shareowners.

↳Company’s management of a crisis

↳ Importance of stakeholder confidence in the organization.

↳Communications with the investment community.


The board should ensure that:

↳Sufficient time is devoted to discuss risk strategy.

↳Appropriate levels of awareness exist throughout the organization.

↳Risk-management processes work effectively.

↳A clear risk-management policy is published.

↳Ensure clear and sound relationships with stakeholders.

↳

Provide orientation and development opportunities for board. Develop and implement sound policies and procedures. Be prepared, read and discuss reports and documents. Attend meetings and participate fully, ask questions, listen critically, express views,

share, think things through. Know or learn about the board’s legal obligations and make sure they are upheld. Keep the TGRCF’s mission/purpose in mind (big picture).



As a director, you may be subject to a lawsuit if someone alleges that you failed to carry out your

duties appropriately, or you were guilty of discrimination in connection with someone’s employment or

the provision of nonprofit services. To protect yourself from liability, consider these three steps:

Prevention: Exercise your duties as a director with due care and ensure our Organization acts

in accordance with legal requirements. This is the best way to avoid liability. If you carry out

your duties as a director diligently and with due care, you will be much less likely to encounter

legal problems.

Indemnification: One way to protect yourself against liability is to seek an indemnification if a claim

is made against you as a director. An indemnification means that the Organization will pay the

attorney’s fees you incur and any legal damages you have to pay in connection with any acts you

commit while serving on the Board. An indemnification may be authorized once the Board has met

to review the matter and vote on whether you acted in accordance with the relevant standard of

conduct. In general, you will be eligible for indemnification as long as you acted in good faith and in

the best interests of the organization. In the event that you successfully defend or dismiss a claim

brought against you as a director, the Organization will be required to indemnify you. Indemnification

provisions are found in the governing documents. You should consult the Organization’s attorney to

determine the extent to which the articles of incorporation and bylaws permits indemnification.

Duty of Care

Duty of Care: The duty of care requires a director to act in a reasonable and informed manner when participating in the board’s decisions and its oversight of the corporation’s management. The duty of care requires a director to be informed and to discharge his or her duties in good faith, with the care that an ordinarily prudent person in a like position would reasonably believe appropriate under similar circumstances, and exercise independent judgment when making decisions on behalf of The Girls Rising Collective™ Foundation, Inc. The Board may delegate day-to-day duties to The Girls Rising Collective™ Foundation’s senior management, subject to the Board’s review and oversight. The Board may delegate certain Board functions to committees of the Board. The duties that can be delegated to committees of the Board are limited by law and are typically specified in the organization’s by-laws.


In performing the duties of a director, a director is entitled to rely on information, opinions, reports or statements,

including financial statements and other financial data, in each case prepared or presented by:

(1) One or more officers or employees of the corporation whom the director believes to be reliable and competent

in the matters presented; (2) Counsel, independent accountants or other persons as to matters which the director

believes to be within such person's professional or expert competence; or (3) A committee of the board upon

which the director does not serve, as to matters within its designated authority, which committee the director

believes to merit confidence, so long as, in any such case, the director acts in good faith, after reasonable inquiry

when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance

to be unwarranted. However, you may not delegate your personal responsibilities as a member of the Board to

others. At the end of the day, you and your fellow directors bear the responsibility for determining what is best for

the organization.

Duty of Loyalty

Duty of Loyalty: The duty of loyalty requires you to act in the interest of The Girls Rising Collective™ Foundation, Inc.,

rather than in your personal interest or of some other person or organization. In particular, the duty of loyalty requires you to

avoid conflicts of interest that are detrimental to the corporation. The IRS recommends that tax-exempt corporations adopt a

written conflict of interest policy to address potential conflicts of interest involving their directors, officers, committees, and other

employees. As a board director, chair, committee, etc., you must disclose to the Board any potential conflict of interest and also

refrain from participating in any decision of the Board in which you have such a conflict.


In addition, under Florida laws, you cannot borrow money from The Girls Rising Collective™ Foundation, Inc., nor can you

authorize The Girls Rising Collective™ Foundation, Inc., to loan money to any officer or other director of the organization

unless approved by the Attorney General. There are a few limited exceptions to this rule, including for advancement of

expenses, payment of life insurance premiums or a secured loan to help the director or officer finance the purchase of a

principal residence (only if this is necessary to retain the director or officer’s services).

The Board has adopted a Conflict of Interest Policy that applies to all directors and senior managers of The Girls Rising

Collective™ Foundation, Inc. (see Appendix I). The Girls Rising Collective™ Foundation, Inc. also asks each director to

fill out an annual Conflict of Interest Questionnaire. As a director, you must familiarize yourself with the Conflict of Interest

Policy and ensure that you, your fellow directors and committee comply with it.

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You cannot take advantage of business opportunities that would be of interest to The Girls Rising Collective™ Foundation,

Inc., without first offering it to the organization. For example, if you see a building for sale at a low price, and you know that

The Girls Rising Collective™ Foundation, Inc., is looking to buy a building to expand, you should not buy the building

without first disclosing to The Girls Rising Collective™ Foundation, Inc., the fact that the building is for sale and allowing

The Girls Rising Collective™ Foundation, Inc., an opportunity to bid on the property.

Duty of Obedience

Duty of Obedience: As a director, you also must act in a

manner that is consistent with the provisions of the Articles of

Incorporation, by-laws, and tax-exempt status of The Girls

Rising Collective™ Foundation, Inc. You should be familiar

with the mission of The Girls Rising Collective™

Foundation, Inc., and act in a manner consistent with such

mission. In addition, you must comply with all federal, state

and local laws as they apply to the organization.

Confidentiality: You should not disclose information about

The Girls Rising Collective™ Foundation’s activities unless the Board decides to make the information public, or unless the information is a matter of public record.

Attendance: As a director, it is important that

you demonstrate your commitment to the

organization by regularly attending Board

meetings and meetings of the committees of

which you are a member.

This will allow you to stay informed of The

Girls Rising Collective™ Foundation’s

activities and, in turn, the organization will

benefit from the skills you bring to the Board.


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There are ways you can attend meetings without being physically present. For example [if not prohibited by

the by-laws] you can participate via conference call, provided you can hear all the other participants in the

meeting and they can hear you. However, being a member of the Board of Directors is a personal

responsibility. You cannot delegate this responsibility to others.

Therefore, you cannot give someone else the authority to attend a Board meeting or vote on your behalf.

You cannot vote by proxy.

Director’s Rights


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Director’s Rights: As a director, you have certain legal rights. These rights are designed to assist you in

carrying out your fiduciary duties as a member of the Board. For example, it is important that you stay

informed about The Girls Rising Collective™ Foundation’s business affairs. Consequently, as a director,

you have a right to have reasonable contact with the organization’s senior managers to discuss the

organization’s business affairs. You also have the right to inspect the books and records of the organization

and to request additional information from management.

At the same time, you should remember that while the Board retains the ultimate responsibility for the

operations of The Girls Rising Collective™ Foundation, Inc., the senior managers or officers are

responsible for the day-to-day management of the organization. Your duty as a director is to ensure that

they exercise their management responsibilities in a manner that best serves the organization. It is not in

the organization’s best interests if the Board attempts to review and approve day-to-day management

decisions, or substitutes its judgment for that of the senior managers. Therefore, when you request

information from management, it is important that you are reasonable in the frequency and scope of your

requests. You want to take care that your requests are suited to what you need to perform your duties as

a director, and not the day-to-day management of the organization.

Another important way to stay informed about the organization’s activities is to review the Board and

committee minutes. The Board should be provided with the minutes of the meetings in a timely manner.

The Board secretary should prepare the minutes of any Board meeting promptly after the meeting, but at

least in time to be approved before the next Board meeting. If, for some reason, you do not receive the

minutes of a Board or committee meeting, you have the right to ask for a copy of the minutes.

Continue

Director’s Rights Continue – Cont.


It is also important that directors attend Board and committee meetings. Therefore, you should be given advance notice of

each meeting so that you can prepare for the meeting and plan to attend. The amount of advance notice for each type of

meeting is specified in the by-laws. If you do not receive the proper amount of advance notice, you can still attend the

meeting and participate. There may be situations where the fact that you did not receive proper advance notice of a meeting

may be detrimental to the organization.

In such case, you have the right to object to the fact that you did not receive proper notice of the meeting. However, you

must protest improper notice before or at the commencement of the meeting. If you participate in the substance of the

meeting, you will be considered to have waived your right to make an objection.

Finally, the organization encourages open and informed debate among the Board directors, which helps ensure that the best

possible decisions are made. If you disagree with any action the Board proposes to take, you have the right to vote against

the action. All votes taken at a meeting are required to be recorded in the minutes for that meeting. To the extent there are

any objections or abstentions, the minutes must record how each director voted. This is important if you believe that the

actions of the Board are not only unwise, but improper. In such case, if you object to the actions and have your objection

recorded in the minutes, you may escape liability if the action is later challenged.


Board Compensation: As a director , you will not be compensated for your services.

Moreover, you cannot claim a deduction for the value of your donated services to the

Organization. You may be reimbursed for any reasonable out-of-pocket expenses you incur on

behalf of the Organization, in accordance with our expense reimbursement policy.

The Organization will not, however, reimburse a member of the Board of Directors for the

cost of his or her spouse’s or other dependent’s travel to Organization events.

If you elect not to be reimbursed for your out-of-pocket expenses, you may be able to

deduct them as a charitable contribution to the Organization.

In addition to your Board service, from time to time it may be in the best interests of the

Organization for you to provide some other goods or services to the Organization, such as

legal or accounting work.

If you provide goods or services to the Organization in addition to serving on the Board or as

Committee, the Organization is allowed to pay you for your goods or services, provided that:

Board Compensation

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In the event that you are paid more than fair market value for any goods or services you

provide, or the Organization fails to properly document or report the transaction, the

transaction may be considered an “excess benefit transaction.” Under the Internal Revenue

Code, you may be subject to penalties if you receive an excess benefit.

Therefore, before you enter into any financial transaction with the Organization, you should

consult our legal counsel to ensure that all proper procedures are followed.

Board Compensation – Cont.

The Board approves the transaction in accordance with the Conflict of Interest Policy before

you provide the goods or services;

You receive only fair market value for your goods or services; and

The Organization properly documents and reports the transaction.


Board Participation: In addition to the preceding tasks, each member of the Board should

show his or her personal financial support for the organization. Many directors contribute to

their organizations in ways other than financial, such as having an understanding of the

community in need or having prior nonprofit experience. Directors also offer specialized skills

such as human resources or financial expertise. The organization cannot succeed without

those contributions.

Board Participation

However, we cannot expect others to financially support The Girls Rising Collective™

foundation, Inc., if the Board does not. Your personal participation is essential to a successful

fundraising campaign. The Girls Rising Collective™ foundation, Inc., does not expect its

directors to donate a minimum dollar amount to the organization. However, The Girls Rising

Collective™ foundation, Inc., does ask you to contribute to the organization’s annual

fundraising campaign. The Girls Rising Collective™ foundation’s goal is to have 100

percent participation by the Board.

In addition, you should help management identify and evaluate prospective donors, including

individuals, corporations, and foundations. As a director, you should also assist in cultivating

prospective donors by stimulating interest in The Girls Rising Collective™ foundation, Inc.,

and its work.


The final task the Board must undertake is to periodically evaluate its own performance. Self-evaluation can be

hard. Therefore, the Board should at least use a performance checklist to assist the members. Some of the

criteria are objective and easy to evaluate such as attendance at meetings. Other criteria are more subjective.

However, it is important for the Board to meet annually to discuss how it can improve its performance. The

Board should determine what skills the Board may be lacking, and whether it can recruit a new member with

those skills. For example, is there a member of the Board with a background in finance, human resources, or

the law?

Moreover, each director must be engaged in the work of the Board. If the directors are not fully engaged in the

Board’s work, the Board should discuss what steps it should take to re-engage its members. Without a fully

engaged Board, there is a likelihood that the work will fall on a few individuals. This will not only result in many

tasks not being done, but will also put members of the Board who are most engaged at risk of becoming burned

out.

If efforts to re-engage a director do not work, the Board should be willing to ask the director with poor

performance to resign from the Board, or to leave the Board at the end of his or her term. While evaluating the

performance of individual members can be hard, it is important to remember that the Board’s first duty is to

serve the best interests of TGRCF and not those of other members of the Board.

Building a strong Board makes the Board’s workload more manageable and improves the performance of each

member of the Board of Directors.

Board Evaluation

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Monitoring executive performance is synonymous with monitoring organizational performance

against Board policies on goals/outcomes. Any evaluation of CEO performance, formal or

informal, should be derived from these monitoring data. The purpose of monitoring is simply to

determine the degree to which Board policies are being fulfilled. Information that does not do

this shall not be considered monitoring.

Monitoring will be as automatic as possible, using a minimum of Board time so that meetings

can be used to create the future rather than to review the past. A given policy may be monitored

in one or more of three ways:


A given policy may be monitored in one or more of three ways: A. Internal Report: Compliance information prepared by the Executive Director for the Board.

B. External Report: Compliance information prepared by a disinterested, external auditor,

inspector, or consultant who is selected by and reports directly to the Board. Such reports must

assess executive performance only against policies of the Board, not those of the external party

unless the Board has previously indicated that party’s opinion to be the standard.

C. Direct Board Inspection: Compliance information prepared by a Board member, a committee,

or the Board as a whole. This is a Board inspection of documents, activities, or circumstances

directed by the Board that allows a “prudent person” test of policy compliance.

Private Inurement and Private Benefit Cont.

This is called the private inurement rule. As a director, you must ensure that insiders do not receive favorable treatment at the expense of The Girls Rising Collective™ Foundation, otherwise The Girls Rising Collective™ Foundation would be at risk of losing its tax-exempt status. Some examples include paying more than fair market value for goods or services provided by an insider, or creating a job for someone just because they are related to an insider. Private inurement may be found in the compensation of managers. The Board should ensure that the total compensation is reasonable.


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By insiders, the Internal Revenue Code generally refers to anyone with powers, responsibilities or interests

that puts the person in a position to exercise substantial influence over the affairs of The Girls Rising

Collective™ Foundation. Typical “insiders” would include the following individuals:

The Internal Revenue Code gives tax-free status to charitable organizations because they provide

important benefits to the general public. However, the Internal Revenue Code also provides that a tax-

exempt organization must be operated for the benefit of the public and not for the benefit of “insiders”–

individuals who have significant influence over the organization.


• TGRC’s founders;

• Officers;

• Members of the Board of Directors;

• Chief paid staff member; and

• Their relatives such as a spouse, parent, siblings and their spouses, children and their spouses, and great grandparents, grandparents, grandchildren, and great grandchildren and their spouses.


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The Board has a responsibility to attract resources to sustain the organization’s programs and fulfill its mission. The Board

must select and support senior management, put the budget in place, and oversee and evaluate the organization’s fundraising

and financial performance. Even though the Board is ultimately responsible for The Girls Rising Collective™ Foundation’s

fundraising strategy, the fundraising activities will not succeed without a close partnership with management. There has to be a

close collaboration between the Board and management, as well as clearly defined goals for management to execute.

Therefore, it is key for the Board to specify the responsibilities of both management and the Board in the fundraising effort. At

the same time, it is important to remember that implementing the fundraising plan is a responsibility shared by the Board and

should not be left only to management.

Fundraising Cont.

Fundraising Practices:

The Board practices and that its fundraising efforts are cost-effective. It is the Board’s responsibility to ensure that

The Girls Rising Collective™ Foundation’s fundraising programs reflect well on the organization and its mission.

Therefore, the Board must exercise the following responsibilities:

Board should ensure that The Girls Rising Collective™ Foundation, Inc., follows ethical fundraising

Designated Donations: Frequently, a donor will make a contribution to The Girls Rising Collective™ Foundation, Inc.,

and place restrictions on how such funds may be used. For example, the donor may want to fund a specific initiative or

activity. Also, as an organization, The Girls Rising Collective™ Foundation, Inc., may solicit funds with the promise that

the donations will be used for a particular purpose. These are called restricted or designated funds. As a member of the

Board, it is your responsibility to ensure these funds are used for the purpose the donor specified, and not for other

expenses such as overhead or other program activities. You should ask that any financial reports you receive specify

whether the income is restricted or unrestricted, so that you can ensure that the donor’s wishes are being carried out.

Continue


Gift Acceptance Policy: From time to time, The Girls Rising Collective™ Foundation, Inc., may be offered donations

that would compromise the organization’s ethics, financial circumstances, program focus, or other interests. For example,

the source of the funds may be one that is inconsistent with the mission The Girls Rising Collective™ Foundation, Inc.,

is trying to serve. Therefore, it is important that the Board has clear standards and procedures for determining when it will

not accept a donation. These standards and procedures must be discussed in advance and not after a questionable gift is

being offered; otherwise, financial and time pressures on the organization may cause the Board and management to make

a wrong decision about whether to accept the gift.

Fundraising Techniques:

The Girls Rising Collective™ Foundation’s most valuable asset is its good name. One way the organization may forfeit

its good name is if it engages in inappropriate fundraising practices. In the past few years, newspapers have published

several stories of otherwise legitimate charities that have employed questionable fundraising methods. Therefore, it is

important that the Board ensure there is appropriate training and supervision of the people soliciting funds on The Girls

Rising Collective™ Foundation’s behalf, that they understand their responsibilities and do not employ techniques that

are coercive, intimidating, or intended to harass potential donors.

Compensation for Fundraisers:

Compensation for fundraising activities should reflect the skill, effort, and time expended by the individual or firm on behalf

of The Girls Rising Collective™ Foundation, Inc. Basing compensation on a percentage of the money raised can

encourage fundraisers to put their own interests ahead of those of The Girls Rising Collective™ Foundation, Inc., or

the donor, and may lead to inappropriate techniques that jeopardize The Girls Rising Collective™ Foundation’s values

and reputation as well as the donor’s trust in the organization. Many professional fundraising associations prohibit their

members from accepting payment for fundraising activities based on a percentage of the amount of charitable income

raised or expected to be raised. For these reasons, The Girls Rising Collective™ Foundation, Inc., should not

compensate internal or external fundraisers based on a commission or a percentage of the amount raised.

Fundraising cont.


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Charitable Solicitation Laws: Most states, including Florida, and many localities,

including the City of Fort Lauderdale, regulate the

solicitation of contributions by charitable organizations. To

solicit funds in Florida a nonprofit generally must register

with the Attorney General and Florida Department of

Agriculture and Consumer Services. Unless it qualifies for

an exemption, The Girls Rising Collective™

Foundation, Inc., is required to register in Florida and with

each state where it solicits funds from individuals,

foundations, or businesses located in that state. The Board

is responsible for ensuring that The Girls Rising

Collective™ Foundation, Inc., complies with various

charitable solicitation laws.

Privacy Policy: The Girls Rising Collective™ Foundation, Inc., respects

the privacy of individual donors and, except where

disclosure is required by law, does not sell or otherwise

make available the names and contact information of its

donors without providing them an opportunity at least once

a year to opt out of the use of their names.

Substantiation and Disclosure Rules for the

Receipt of Contributions:

The Girls Rising Collective™ Foundation, Inc.,

should provide a written acknowledgement to donors

of $250 or more (in cash or non-cash contributions) to

support donors claims for charitable contribution

deductions. The acknowledgement serves to

substantiate a donor’s claim for a charitable

deduction. The acknowledgement should be sent no

later than January 31 of the year following the

donation.

The acknowledgment should state The Girls Rising

Collective™ Foundation’s name, the amount of any

cash contribution, a description of any non-cash

contribution, and a statement that no goods or

services were provided by The Girls Rising

Collective™ Foundation, if that was the case.

Fundraising cont.


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1) Other exceptions may be applicable. The IRS may impose a penalty on The Girls Rising

Collective™ Foundation, Inc., if it fails to provide the written disclosure for applicable quid

pro quo contributions. You must ensure that The Girls Rising Collective™ Foundation

follows the substantiation and disclosure rules with respect to the receipt of contributions.

2) Example of a written acknowledgement: “Thank you for your cash contribution of $350 that

The Girls Rising Collective™ Foundation, Inc., received on May 6, 2009. In exchange for

your contribution, we gave you a cookbook with an estimated fair market value of $50. The

amount of your contribution that is deductible for federal income tax purposes is limited to

$300.”

Moreover, The Girls Rising Collective™ Foundation, Inc., is required to provide a written disclosure to a

donor who receives goods or services in exchange for a payment in excess of $75. These donations are

referred to as “quid pro quo” contributions. The required disclosure statement must inform a donor that the

amount of contribution that is deductable for federal tax purposes is limited to the excess of money (and the fair

market value of property other than money) contributed by the donor over the value of goods or services

provided by The Girls Rising Collective™ Foundation, Inc., and provide a donor a good-faith estimate of the

fair market value of such goods or services provided by The Girls Rising Collective™ Foundation, Inc. No

disclosure is required for goods or services given to a donor that meet the “token exception,” which generally

includes goods costing The Girls Rising Collective™ Foundation, Inc., $9.60 or less (i.e., mugs, calendars,

or posters bearing The Girls Rising Collective™ Foundation’s name).

Fundraising cont.

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As a tax-exempt entity, The Girls Rising Collective Foundation, Inc., may engage in limited lobbying activities. For this

purpose, The Girls Rising Collective Foundation, Inc., will be regarded as lobbying if it attempts to influence

legislation. Attempting to influence legislation includes contacting or urging the public to contact members or employees

of a legislative body for the purpose of supporting or opposing legislation, or advocating for the adoption or rejection of

legislation. Legislation includes actions by Congress, state legislatures, or any other elected body, such as the local city

council or school committee, with respect to acts, bills, or resolutions. It applies to such actions as confirming an

individual for office, such as a judge or cabinet member. It also applies to ballot initiatives or similar procedures to be

voted upon by the public.

The definition of legislation does not include actions taken by the courts or government agencies. As noted above, there

are limits on the amount of lobbying in which The Girls Rising Collective Foundation, Inc., may engage. The Internal

Revenue Code provides that a nonprofit that is exempt under Section 501(c)(3) cannot expend a “substantial” part of its

activities in lobbying. If The Girls Rising Collective Foundation, Inc., engages in what is considered excessive

lobbying, the organization may be subject to an excise tax and may risk its tax-exempt status.

At what point a nonprofit’s lobbying is considered “substantial” depends on all the facts and circumstances and is not

always clear-cut. Therefore, Congress enacted Section 501(h) of the Internal Revenue Code. By filing an election with

the IRS, a nonprofit is allowed to engage in lobbying activities—up to certain dollar limits—without being subject to an

excise tax and without losing its tax-exempt status. The limits are based on the size of the organization’s annual

revenue. Churches and private foundations are not eligible to make the election.

As a director, you should ensure that The Girls Rising Collective Foundation, Inc., complies with the rules against

excessive lobbying. In addition, certain lobbying activities may require the organization to register as a lobbyist with

various federal and local government authorities. The Girls Rising Collective Foundation, Inc., wishes to engage in

any lobbying activity, the Board should work with legal counsel and senior management to ensure that procedures are

put in place to comply with these regulations and the IRS limitations on lobbying activities.

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Under the Internal Revenue Code, nonprofit organizations are strictly prohibited from intervening on behalf of, or in opposition to,

candidates for local, state, or national office. If The Girls Rising Collective Foundation, Inc., violates this rule, it could be

subject to an excise tax on the amount expended on the campaign activity and loss of its tax-exempt status. This does not mean

that, just because you are a director of The Girls Rising Collective Foundation, Inc., you cannot be involved in political activity

as a private individual.

However, you may not use The Girls Rising Collective Foundation’s property or other assets, including The Girls Rising

Collective Foundation’s name, on behalf of or against any candidate for office. You should also make clear that any political

statements you make, such as an endorsement of a candidate, are made in your personal capacity and not in your capacity

as a director of, and the statements should not be made at an event sponsored or hosted by The Girls Rising Collective

Foundation, Inc., or in any of its publications. If you are in any doubt as to whether your activities might be considered

improper political activities on behalf of The Girls Rising Collective Foundation, you should consult with the Board and

legal counsel before engaging in those activities.

Summing Up: While all these responsibilities may seem like a lot to keep straight, you can broadly

summarize your fiduciary duties using the following questions: Do you put the organization’s interests before your own?

Do you ensure that others do as well?

Do you regularly attend Board and committee meetings?

Do you read the information provided to you as a director or otherwise stay informed?

Do you exercise your independent business judgment as best as you can?

Do you do your best to make sure that TGRCF follows the law, including the special rules applicable to nonprofits?

Do you seek the advice of TGRCF legal counsel and independent accountants to assist you in your work?

If you follow these steps, you will go a long way towards faithfully carrying out your fiduciary duties as a director and

help establish the proper ethical tone for the organization.

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WHO ME?

“Board members act as trustees of the organization’s assets and must exercise due diligence

to oversee that the organization is well managed and its financial situation is sound”

(BoardSource)

Who can sue a Board Member ?

Employees, other Directors, Vendors, Donors, IRS, State Attorney

Generals…. Pretty Much Anyone!

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Under the terms of the bylaws, the Board of Directors is authorized to create committees.

Attached is the list of committees and their position. The committees are authorized to carry out the

functions of the Board with respect to certain matters. These matters are specified in the bylaws.

As long as a committee is acting within the scope of its authority, as set out in the bylaws:

It is authorized to act as if it were the Board, with the same authority to act on behalf of The Girls

Rising Collective™ Foundation, Inc., as the Board has.

The non-committee members of the Board are entitled to rely upon the expertise of the committee

and, absent special circumstances, cannot be held responsible for the committee’s actions.

Newly Elected Committees

Social Media Marketing committee

Finance & Event committee, Michelle Moore

Youth Engagement committee, Constansa Alexander

Educational committee, Donnielle Jobson

Social Media Markting committee, Tracey-Ann Hardware

Human Resources committee, Michelle Phip

Roles of Committee

SOCIAL MEDIA MARKETING COMMITTEE

Update TGRC’s social networking sites (Facebook, Twitter,

LinkedIn, Instagram, Thumbnails, blog etc.,) daily, or when

necessary, to reach a broad audience of potential members,

current members, and the general public.

Post news, event reminders and success stories.

Ensure consistent messaging across all social media sites

Monitor the website and update, including content, calendar

items, video clips, and other relevant content.

YOUTH ENGAGEMENT COMMITTEE

Works with Events and Programs to coordinate events for the Youth groups

Develops and implements educational training programs

HUMAN RESOURCE ADVISORY COMMITTEE

Creates human resources policies

Completes background and reference check for all applicants


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FINANCE & EVENT COMMITTEE

Reviews budgets initially prepared by staff.

Example: Reports financial irregularities,

concerns when it comes to finances.

EDUCATIONAL COMMITTEE

Design, implement, and evaluate individualized course of

instruction for girls 13 -17.

Design a ten week gender-based curriculum for after

schools IR.I.S.E. Mentoring™ Program on (Self-Esteem,

Financial Literacy, Community Involvement, Media Literacy,

Sex Education 101, Leadership, Self-Awareness, Holistic

Wellness Living)

Confers with federal, state, and local school officials to

develop curricula and establish guidelines for educational

programs.

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• Committees typically exist to do more detailed work on behalf of the Board.

• As a result, Boards control terms of reference/mandate, who gets appointed and work

plan.

• Most committees have no decision power – must recommend to the Board.

• BUT Board should not re-do the work of committees.

• While typically made up of Board members, outside members can be brought in.

If the matter is not cleared up to his/her satisfaction, he/she should write to the President

and to his/her chair. The President will take whatever action seems appropriate. Committee

members should forward any committee material of importance to the chair at the end of the

committee assignment. Specific duties for each member are assigned by the committee

chair who also informs members regarding meetings.

When a committee is established, its function is clearly defined and stated by the Board of

Directors of their Chair. If a committee member is dissatisfied with the work of the committee

or the chair, he/she should express his/her dissatisfaction to the Chair.

Benefits of Effective Board Committees


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Assist the board in its decision making

• Brings together non-executives and management

• Allows detailed discussion on management matters

• But, filters out operational issues that remain with management

• And, focuses on strategic decisions required of the board

Supports board responsibilities in key areas

• Audit, internal controls and risk

• Events and programs

• Executive compensation and management appointments

• Governance issues and corporate policies

• Nomination and selection of non-executive directors

• Others, e.g. health, safety, environment, etc.

Defined terms of reference and limitations

Generally, no executive powers


Be prepared! Agenda and background materials are sent prior to the meeting

or conference call. Read through all of the agenda materials. If there is anything you need more

in-depth information, contact the Chair or staff liaison well in advance of the meeting. This

provides sufficient time so the information you need can be gathered, questions can be answered,

and/or staff can have background information available at the meeting/conference call. The

Academy relies on its committees to thoroughly review and make suggested edits and ultimately

approve many items, including Academy policies, public messages, etc. Therefore, careful review

and consideration of all motions by all committee members is of the utmost importance.

Responding to emails requesting information, regarding your availability for a date and time for

the meeting/conference call, requests for feedback or voting on a motion is important. In order

for an action items to be approved, a quorum (at least 51% of voting members) must be present

at a meeting/ conference call. Not having a quorum slows down the work of the group. At any

time during your appointment term should your personal or professional commitments change

and you have difficulty fulfilling your committee appointment, please notify your committee chair

and discuss your options. Unless excused by the Chair, a member who has missed more than

50% of their committee’s meetings over a two-year period will be asked to step down from the

committee.


Continue


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Whenever possible, arrange to join the meeting/conference call approximately five minutes

prior to the beginning of the session. A quorum must be established and the business of

the meeting can begin promptly – respectful of everyone’s busy schedules.

Summation Reports must be approved by the committee. When necessary, summation reports

will be sent as an email ballot. Carefully review the summation report from the recent committee

meeting/conference call. Even if you were unable to attend, please review and vote to approve

the summation report as written or request additional information.

As you come across issues in your daily activities that apply to your committee (or any other

TGRCF committee), write them down. Suggestions/questions may be sent to the Chair or staff

liaison as they arise.

It is important for issues or suggestions to be in line with the mission of that committee.

Suggestions suited for another committee, will be forwarded to the appropriate committee for

review.

Responsibilities of Being a Committee Member (Cont.)

On-line Conflict of Interest Disclosures Statements must be completed or update annually.

Continue

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Date to follow April 1: On-line application officially is available at www.thegirlsrising.com

May 20: Official deadline for appointment applications; Web page closes

May 30: Appointments made by President

June 15: Board approves appointments

June 20: Applicants notified

July 23: New incoming committee members are invited to attend meeting

as guest observer; term begins at close of Annual Meeting.

The on-line application for committee appointments is located on the TGRCF Website.

Information will be announced through our social media and through email Member Alerts. A

member may be nominated by committee chairs, another member or be self-nominated.

However, to be considered all nominees must complete the on-line application to be

considered. The President makes appointment selections in October. Then, at the fall

meeting of the Board of Directors appointments are presented for approval. Individuals who

have applied are notified of the outcome of the process.

Committee Appointment Process (Cont.)

Continue

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COMMITTEE YEAR: Begins the day after the close of the Annual Meeting and continues

until the close of the Annual Meeting the following year. Chairs, with the exception of the

budget/finance committee, serve a two-year position, with possible reappointment. Most

committee member serve two-year, with possible reappointment.

DUTIES AND RESPONSIBILITIES: The function of the committee is explained in the letter of appointment. The chair is responsible for:

1. directing and carrying out regular and special assignments of the committee;

2. keeping committee members informed about the work of their committee;

3. replying promptly to all inquiries on problems in their field of work;

4. arranging meetings at Regular Meetings and Annual Meeting;

5. making semi-annual reports to the President and Board of Directors on the progress of work assigned

the committee;

6. sending copies of all correspondence to the President for information; and

7. knowing and following the policies and procedures in this Manual.

8. Stay in regular contact with their committee member.

The committee chair is responsible for leading the committee. The achievement of the group during any

year and the success of projects undertaken are due in large part to the chair’s leadership. Initiation and

completion of expanded or related projects indicate significant committee progress.

The chair accepts responsibility for making recommendations regarding the removal of committee

members who are not fulfilling their obligations. The chair should also be prepared to make

recommendations on reappointments of contributing committee members.

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At any time during your appointment term should your personal or professional

commitments change and you are having difficulty fulfilling your committee

appointment, please notify your committee chair and discuss your options.

Unless excused by the Chair, a member who has missed more than 50% of your

committee’s meetings over a two-year period will be asked to step down from the

committee.

The procedure for removal of a member of an organizational unit for failure to participate is

as follows:

• A member of a council, committee or task force who misses more than 50% of that group’s

meetings over a two-year period will be removed, unless the chair excuses the absence(s).

• The member is contacted by the chair to ascertain the nature of their

absences and inquire if the member would like to be removed from the

committee, usually due to over commitment in both their personal and

professional life at that given time.

• A letter from the President will request the member confirm their desire to

be replaced.



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What benefits can a board member expect to receive?

Satisfaction

Opportunity

Development

Sisterhood Experience

Increased Understanding

Section 3:Robert’s Meeting Rules 101

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Board Meeting Minutes

Meetings of The Board of Directors

Board Chair's Role

Voting Practices


Board Meeting Schedule Calendar

Meeting Ground Rules

The Agenda


Emergency Meetings




MEETINGS OF THE BOARD OF DIRECTORS

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The President and Chair of the Board has the authority to call additional meetings, as

required, and to cancel any meeting by reason of lack of business. Other meetings of

the Board of Directors shall be called upon the request of any three Board members,

given in writing to the President and Chair of the Board. The request shall contain the

proposed agenda for such a meeting. In the event of the incapacitation of the President

and Chair of the Board, the Trustee, the Secretary and Treasurer shall be authorized to

call a meeting of the Board of Directors for the purpose of appointing an Acting President

and Chair of the Board to serve for the duration of the President’s incapacitation or until

the end of the current term of office, whichever occurs first.

At its discretion, the Board of Directors may provide for urgent votes between Board

meetings using telephone, electronic mail or other means. In the case of such votes, the

quorum shall be a simple majority of the full voting Board membership in office at the

time of the vote. The board of directors may hold regular or special meetings in or out of

this state.

Roberts Rule 101

Board Chair's Role


The job of the Chair is, primarily, to maintain the integrity of the Board's process. The Chair

“manages the board.” The Chair is the only Board member authorized to speak for the Board, other

than in rare and specifically Board-authorized instances.

The Chair ensures that the Board behaves consistent with its own rules and those legitimately

imposed upon it from outside the organization.

Meeting discussion content will be those issues which, according to Board policy, clearly

belong to the Board to decide, not the CEO.

The authority of the Chair consists only in making decisions on behalf of the Board that fall within and

are consistent with any reasonable interpretation of Board policies in bylaws.

The Chair has no authority to make decisions beyond policies created by the Board. Therefore, the

Chair has no authority to supervise or direct the CEO, but is expected to maintain close communication,

offer advice, and provide encouragement to the CEO and staff on behalf of the Board.


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In addition, it is helpful to separate out strategic issues, resource items, and operational matters.

The most important questions should appear at the top of the agenda, and time limits set for each

item so as not to let one issue monopolize the entire board meeting. Adopting a consent agenda -

a compilation of items that need no discussion and can be approved with one vote - leaves more

time for constructive debate.

The agenda is the recipe for the meeting. It is generally drafted by the chief executive and the

chair in close collaboration. It is the tool for the chair to help guide the discussion and a reminder

for members to stay focused. The agenda should tie in with the strategic plan for each meeting.

The agenda should indicate which items are for discussion and which ones are simply informative.

Action items and assignments should also be identified to enforce accountability.

The Agenda

Time for board development should also be included on the agenda, These might include

reviewing board member responsibilities and legal obligations or having a tutorial on how to read

financial statements. The agenda can also introduce a specific question the board needs to

consider for a later communication or meeting.


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BOARD MEETING MINUTES

It is the responsibility of the Board secretary to prepare timely and accurate minutes of the

Board’s meetings. As a director, you also are entitled to see the minutes of Board meetings

and of any Board committee meetings.

Board Meetings Minutes Minutes are a legal record of the meetings and must be approved at the subsequent meeting They are not a record of conversations, but rather of formal actions taken Audio recordings should not be retained

Meeting Ground Rules Be prompt Participate Be respectful of interrupting each other Avoid side conversations Share responsibility for keeping things on track Bring problems to Board table Talk directly with someone, if necessary – don’t involve a 3rd party Honor and talk about style differences when needed


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Board Meetings Rules of Order Procedural rules are used to maintain order All persons must be recognized by the chair before speaking Time limits may be set on certain topics Know the basic rules of order to be sure motions and procedures are understood

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The voting process will follow Robert’s Rules of Order.

A formal vote will be taken on any items identified on the agenda as ”for decision”

and any other items where the president, the executive director, or a board

member request a vote be taken.

The board president shall have the right to discuss agenda items, to motions and

resolutions, and vote on all matters coming before the Board.

No member should vote on a motion in which he or she has a direct personal or

pecuniary interest.

Dissenting and abstaining votes shall be recorded in the minutes of the board

meeting.

Voting Practices

Closed Session

The board will act in closed session whenever the subject of the

discussion is highly confidential or sensitive. The board shall

have the option of asking staff as well as any observers to leave

the meeting area during a closed session.

Discussion will be only regarding the items on the closed session

agenda. Information discussed in closed session must remain

confidential.



According to Robert's Rules, A quorum is the minimal number of voting members of a committee who must be present for valid transaction of business. For a chair to declare a quorum, there must be participation by 51% of the voting committee members for a committee meeting, and 51% for board of directors meetings.

If a committee has 13 voting members, 7 must be present at the beginning of the meeting/conference call. Once a quorum is established it must remain throughout the meeting/conference call.

Quorum and Voting. A majority of the whole number of Directors serving shall constitute a quorum for the transaction of business at any meeting of the Directors. For purposes of any vote of Directors, each Director shall have one vote, except as otherwise provided in these Bylaws.

However should any of those originally counted towards the quorum leave the meeting/

conference call, a member may request another call for a quorum. Once a quorum is

declared, the chair will call the meeting to order and request that any conflicts of interest be

declared.



Robert's Rules for Adjourning a Meeting

Who doesn't love to hear, "I declare the meeting adjourned!"? The Robert's Rules motion for

adjourning a meeting is simple but essential for almost every meeting.

Situations in which adjournment can take place without a motion are:

When the hour adopted for adjournment has arrived. The chair announces the fact, and unless you

or someone else is pretty quick to move to set aside the orders of the day, the meeting may be

adjourned by declaration.

When you reach the end of the agenda. The chair may just ask whether there's any more

business; if you don't speak up to make that motion you've been thinking about, and if no one else

speaks up, the presiding officer can declare the meeting adjourned.

Another instance in which adjournment doesn't need a motion is when some emergency or

immediate danger makes hanging around for a vote a really knuckle-headed thing to do. For

example, if there's a fire, your presiding officer should just break the glass to set off the alarm,

and then declare the meeting adjourned to meet again at the call of the chair.

A meeting isn't adjourned until the chair declares it

adjourned, no matter how loud the "ayes" ring out

when the vote is taken.

Continue

Adjourn now: "Mr. President, I move to adjourn." Adoption of the motion closes the meeting.

This form of adjourn is the only way in which the motion may be used as a privileged motion (meaning it can be made while other business is pending).

Adjourn to continue the meeting later: "Mr. President, I move to adjourn to meet again tomorrow at 8 a.m." This form sets up a continuation of the current meeting.

Adjourn sine die (without day): "Mr. Chairman, I move to adjourn sine die."

This form adjourns the assembly completely and is used to end the final meeting of a convention of delegates.

The privileged motion to adjourn

Can't interrupt a speaker who has the floor.

Must be seconded.

Can't be debated. (However, if the motion specifies when adjournment will occur or sets a future time to which the group will adjourn as a continuation of the current meeting, that aspect of the motion can be amended and debated.)

Can't be amended.

Must have a majority vote.

Can't be reconsidered, but can be renewed if any business has gone forward after a motion to adjourn has failed.

• Although the second two forms are not privileged (meaning they're only in order as main motions and can only be made when no other business is pending), the rules of procedure are otherwise the same.

• Between the time the motion to adjourn is adopted and the chair declares the meeting adjourned, any one or more of the following actions are permitted and in order:

• Providing information about business requiring attention before adjournment

• Making important announcements

• Giving notice of a motion to reconsider a vote that took place at the meeting

• Moving to reconsider and enter on the minutes in connection with a vote that took place at the meeting

• Giving notice for any future motion that requires previous notice to be given at a meeting

• Moving to set the time for an adjourned meeting



Robert's Rules for Adjourning a Meeting

Emergency Meetings


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How Convened. Emergency meetings of the Board may be called by the chair if there is a bona fide emergency, or in the

absence of the chair, by the vice-chair. In the absence of both the chair and vice-chair, an emergency meeting may be

called by another officer, or by the President/CEO.

Notice. Twenty four (24) hours notice of an emergency meeting shall be given to each member of the Board and to the

public. If after reasonable diligence, it is impossible to give notice to each member or because of the nature of the

emergency it is impossible to let twenty-four (24) hours lapse before the meeting, such failure shall not affect the legality of

the meeting if a quorum is in attendance.

Agenda. If possible, said notice is to be accompanied by an agenda specifying the subject(s) of the emergency meeting;

if not possible, the agenda shall be distributed at the meeting. Only those subject(s) appearing on the emergency meeting

agenda may be discussed at that meeting; however, the annual budget shall not be approved at an emergency meeting.

Time and Location. The date, time and location of the emergency meeting shall be determined by the chair, vice chair,

officer or President/CEO, as appropriate.

Minutes. The minutes of each emergency meeting shall show the manner and method by which notice of the

emergency meeting was given to each member or shall show a waiver of notice.

Ratification. Any action taken at an emergency meeting shall be ratified by the Board at the next regular or special

meeting.


Any Director absent for more than 75% of scheduled meetings or for more than 2 consecutive meetings is considered delinquent in attendance and participation in Board.

If a Director is absent and unexcused from three consecutive Board meetings, the Director will deemed to have resigned. The Board of Directors, may, in its discretion, accept or reject the resignation.


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• The October meeting will be dedicated to last-minute planning for the fund raiser. The November & December meetings will be changed

based on planning around the holidays. Updated schedules will be sent out prior to those meetings.

• ** It is recommended that the Finance Committee meet with the Financial Director one week before the board meeting each month, based on

the availability of monthly financial reports. A formal schedule will be sent out for members of that committee.

• ** Meeting agendas and all required reports and attachments will be sent to board members no later than two days prior to each board

meeting. Board members should read all reports prior to the meeting and be prepared to either discuss or vote on the contents.

• ** All meetings will be held at the current administration building conference room unless otherwise notified. Executive Committee meetings

will begin at 7:00 pm. Regular Board meetings will begin at 7:00 pm unless otherwise notified.

Upcoming Meeting Calendar


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Section 4:

Staff/Officers Roles

Organizational Structure/Chart

Staff Compensation





Annual Calendar of Activities (Attach)

Day –to– Day Business

President & CEO as Leader of the Company


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The President shall be the chief elected officer of The Girls Rising Collective™ Foundation, Inc. and shall

preside at all meetings of the Board of Directors, Executive Committee, and membership of the organization.

The President shall perform, and discharge the duties as the Board of Directors from time to time may prescribe.

The President shall be an ex officio member of all committees except the nominating committee. It shall be the

duty of the President to appoint all committees.

The President oversees and ensures that the Board of Directors adheres to the mission and objectives of

TGRCF. The President becomes the Past President and remains an Officer in the year following his or her term

of office as President. The President shall attend all Board of Director Meetings. If necessary, the President’s

term as a member of the Board shall be automatically extended to complete her term of office. The President is

responsible for providing leadership, representation, and long-range planning for the TGRCF.

Formulate corporate strategy, annual business plan and budget. Responsible for corporate and financial

objectives. Responsible for company’s long-term sustainability. Formulate major corporate policies.

As Chair of the Board of Directors, the President ensures that the Board of Directors fulfills its responsibilities for

the governance of TGRCF and implementation of its policies and procedures. The President is the main liaison

between the Board to achieve the mission of TGRCF. The President assures that the organization is making

timely progress toward the fulfillment of its strategic plan.

The President serves as the primary spokesperson for the TGRCF.


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Resolves organizational matters for board meetings

Explains the procedural requirements of laws, the chapters, and by–laws of the company

Key link between company and non-executive directors

Oversees, conducts induction trainings for newly elected directors

Supervises and co-ordinates board papers & presentations

Takes the minutes ofboard meetings

Works closely with Chairman and CEO on board agenda

Arranges the annual shareholders meeting and other special meetings

Ensures compliance with the board procedures

Role of Board Secretary

Chairs Bylaws Committee.

Performs such duties as identified in

the bylaws or assigned by the

President.

Monitors the accuracy and timely

distribution of meeting minutes.

Role of the Treasurer

Role of the Treasurer / CFO

Attend board meetings.

Serve on the executive committee and chair the finance committee.

Assure that the organization is following appropriate financial policies and that qualified staff or consultants perform financial functions. Understand regulatory and legal requirements for financial accounting and standards of practice for nonprofit organizations.

Assure that accurate financial records for the organization are being kept

Subject to the direction of the board, endorse for deposit notes, checks, and drafts received by the organization.

As ordered by the board, disburse organizational funds and issue checks and drafts in the name of the organization.

Manage, with the finance committee, the board’s review of and action related to the board’s financial responsibilities.

Assist the chief executive or the chief financial officer in preparing the annual budget and presenting the budget to the board for approval.

At specified reporting periods, and upon request, provide the chairperson and the board with an account of transactions by the treasurer and of the financial condition of the organization

With the Executive Director, select an independent auditor, review the annual audit, and answer board members’ questions about the audit.

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Organizational Structure Chart



BOARD OF DIRECTORS

Dianne, Raquel, Cherita, Teddy

Marilyn

Event Committee

Michelle Moore

Finance Committee

Michelle Moore Funraising Committee

Fund Development

Committee

Marilyn Byrd

Chief Financial Officer

Trustee

HR Committee

Michelle Phip

Educational Committee

Donnielle Nicole Jobson

Social Media Marketing

Tracey-Ann Hardware

Youth Engagement Committee

Constansa Alexander

Ashley Ferguson

Board Secretary

Governance Committee Committee Relations

Membership Committee

Teddy Parris

Co-Trustee

Director of Facilities

System Engineer and Security

Bridgett Parris

President

Chief Executive Officer

Board Chair

MEMBERSHIP & THE COMMUNITY


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The CEO is expected to hire, train, motivate, compensate, and terminate staff in a professional

and caring fashion. Salaries will be set within X-Y% of the mean for salaries of organizations of

similar size, budget and location. The CEO and staff shall develop and maintain an employee

manual that is reviewed annually by competent legal counsel and provide copies to the Board

for information on an annual basis.

Staff Compensation

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Communication and Counsel to the Board. With respect to providing information and counsel to

the Board, the CEO shall keep the Board informed about matters essential to carrying out its policy

duties. Accordingly, the CEO shall:

Inform the Board of relevant trends, anticipated adverse media coverage, material

external and internal changes, particularly changes in the assumptions upon which any

Board policy has previously been established, always presenting information in as

clear and concise formats as possible.

Relate to the Board as a whole except when fulfilling reasonable individual requests for

information or responding to officers or committees duly charged by the Board.

Report actual or anticipated material noncompliance with any policy of the Board as

soon as it is deemed essential to the mission and goals.


File Form 990 with the IRS and the State Attorney General's Office, Charities Division on an annual basis if the organization has more than $25,000 a year in financial activity (purely religious organizations exempt).

Have an audit completed if total organizational revenue exceeds $250,000 in a year; file with the charities division of the State Attorney General's Office.

Report all change of name, address, or amendments to the Articles of Incorporation to the Secretary of State and pay fee for such changes.

Make Forms 990 and 1023 available to the public.

Report any Unrelated Business Income (UBI) to the State Department of Revenue and the IRS, and send tax payments with form 990T.

Withhold taxes from employees, and send withholding payments to the IRS and Department of Revenue.

Comply with laws that affect all employers including: ADA, OSHA, FLSA, FICA, COBRA, Family Medical Leave Act.

Report any lobbying activities on Form 990, and register as a lobbyist if required by the State Ethical Practices Board.

Give receipts to donors for contributions above $250.

Collect sales tax on items sold by your organization, unless you are selling tickets to performances as a performing arts organization.

Get court approval for distribution of assets.

If the organization conducts charitable gambling activities, register with the gambling board.

If the organization owns real property, pay property taxes or obtain an exemption from the county where the property is located.

If the organization sends bulk mail, pay regular bulk mail rate or obtain a nonprofit bulk mail permit.

Comply with the terms of donations; promises made to donors are legally binding. Funds given for specific projects or programs need to be kept separate.

Comply with State law regarding conflicts of interest.

Make sure any professional fundraisers register with the State Attorney General's Office, Charities Division; file copy of contract.

Obtain city permits for all cities in which the organization actively solicits door-to-door by paid solicitors.

Record minutes of board and annual meeting.




Request or Complaint by and Employee, Volunteer or Client

• All concerns or complaints made to an individual board member shall be referred to the executive director for action. A board member or officer who receives a request or complaint from an employee other than the executive director, a volunteer or a client shall follow the following process.

• The board member should hear the request/complaint for general understanding of persons involved, date and place.

• If necessary, repeat problem back to confirm understanding.

• As appropriate, suggest that the information be communicated directly to the executive director.

• The board members should refrain from providing or expressing his/her opinion.

• In addition to informing the executive director, a board member may inform the board president of the complaint.

Communications/ Media Inquires

• The executive director will be the official spokesperson for TGRCF with the media, except that the board may designate or the executive director may request that the board president or another board member may be the spokesperson, when appropriate.

• All board members who receive calls from the media should direct them to the executive director or the designated spokesperson and should notify the executive director and the designated spokesperson of the contact immediately.

Legal issues

• All communications with legal counsel shall be through the executive director and/or the board president.

• The board shall have a conflict of interest policy and process for disclosure of conflict of interest. The board should monitor its adherence to the conflict of interest policy annually.

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Appendices List

Appendix A - Articles of Incorporation

Appendix B - Bylaws

Appendix C - IRS Determination Letter

Appendix D - Prior year’s annual audit or 990N ecard

Appendix E - Audit Financial Statement Information

Appendix F - Current Operating Budget

Appendix G - Conflict of Interest Policy

Appendix H - Conflict of Interest Questionnaire

Appendix I - Code of Ethics

Appendix J - Whistleblower Policy

Appendix K - Expense Reimbusement Policy





Appendix P - Appendix N - Member Contact List

Legal/Historical Documents

Governance ToolsSection 5:


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Appendix A

Articles of Incorporation

The Articles of Incorporation serve as the basic charter for The Girls Rising Collective™

Foundation, Inc., They set forth the purposes for which the organization was founded, and

basic rules about how the organization is to operate. They also contain the charitable giving rules

that the Internal Revenue Service (IRS) requires for the organization to maintain its tax-exempt

status.


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Appendix BBylaws

The bylaws set forth the operational rules for The Girls Rising Collective™ Foundation,

Inc., They contain the rules regarding the size and composition of the Board of Directors, how

directors are elected, and how meetings are held. They also contain provisions about the

election of officers and the appointment and operation of Board committees. The by-laws may

be amended by the Board of Directors.


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Appendix CIRS Determination Letter

The IRS Form 1023 is the application which The Girls Rising Collective™ Foundation, Inc.,

filed with the Internal Revenue Service to be recognized as a tax-exempt organization.

It sets forth the original mission of the organization. It is important that The Girls Rising

Collective™ Foundation, Inc., review its original mission statement from time to time to ensure

that it is acting in a manner that furthers its exempt mission.

If the organization were to change its mission, it will have to notify the IRS.


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Appendix D

Most Recent IRS Form 990

This is the information return that The Girls Rising Collective™ Foundation, Inc., must file

each year with the IRS. On this form, the organization is asked to describe its exempt mission

and the activities it carries out in furtherance of that mission. It also sets forth basic financial

information about the organization, including how much it expends on program activities

(activities that directly contribute to carrying out its exempt mission), fundraising, and

administrative expenses.

In particular, the form sets forth how much is paid to the organization’s officers, directors, and

other higher-paid individuals. The form also asks the Board of Directors if it is following certain

best practices for nonprofit governance.

Finally, the form asks whether the Board has reviewed the form before it was filed with the IRS.

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Audited Financial Statement

The financial statements are prepared by accountant and audited by The Girls Rising Collective™ Foundation’s independent

auditors. The audit will show basic financial information about the organization. You will note that the financial statements are

different from those of for-profit companies. The audit contains the following information:

Statement of Financial Position (Balance Sheet). This contains the organization’s:

a. Cash;

b. Accounts receivable;

c. Donation pledges;

d. Fixed assets such as buildings and equipment;

e. Accounts payable; and

f. Accrued liabilities, including long-term liabilities.

The statement will show unrestricted assets, which can be used for any purpose consistent with the organization’s exempt mission.

It will also show permanently and temporarily restricted assets. These are assets that have been donated to The Girls Rising

Collective™ Foundation, Inc., for a particular purpose or program and can only be used for that purpose or program.

Statement of Activities (Income Statement). This sets forth the organization’s general operating expenses, functional

expenses, non-operating revenues, and expenses and change in net assets from year to year.

Statement of Cash Flows. This sets forth the sources and uses of the organization’s short-term cash and cash-equivalents.

Statement of Functional Expenses. This sets forth the portion of the organization’s expenses that was expended on:

a. Program activities;

b. Management and other general expenses; and

c. Fundraising activities.

The audit also contains an opinion letter from the organization’s auditors saying that the financial statement fairly represents the

financial position of The Girls Rising Collective™ Foundation, Inc.

Appendix E


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Appendix FCurrent Operating Budget

This is the budget for the current operating year, including income and expenses.

You will receive reports on a regular basis from management showing The Girls Rising

Collective™ Foundation’s actual income and expenses, and how they compare to the budget.


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The Conflict of Interest Policy is designed to

offer guidance to The Girls Rising

Collective™ Foundation’s officers, directors

and key employees on how to avoid conflicts

of interest.

A conflict exists when an officer, director or key

employee (or someone related to them)

proposes to act on any transaction in which

the officer, director or key employee has a

personal interest in the transaction that is

different from the organization’s.

Appendix G

Conflict of Interest Policy

The Conflict of Interest Questionnaire is

designed to inform The Girls Rising

Collective™ Foundation, Inc., of the

various business interests of each of its

officers, directors and key employees so

that the organization can help them

avoid conflicts of interest.

Appendix H

Conflict of Interest

Questionnaire


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Appendix I

Code of Ethics Policy

The Code of Ethics applies to all

employees and volunteers of The Girls

Rising Collective™ Foundation, Inc. It

summarizes various ethical issues

involving the employee’s or volunteer’s

work with the organization, including

conflicts of interest, acceptance of gifts,

nondiscrimination, and other matters.

The Whistleblower Policy is designed to

encourage employees and volunteers to report

to the Board of Directors any wrongdoing

within the organization.

It is designed to provide employees and

volunteers with a safe way to report these

complaints without fear of retaliation, and to

ensure that any such complaints are properly

investigated.

Appendix J

Whistleblower Policy

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TRAVEL EXPENSE REIMBURSEMENT POLICY FOR

BOARD DIRECTORS AND ALL COUNCIL, COMMITTEES,

TASK FORCE AND OFFICERS.

Appendix K





Member Contact List (Appendix P)


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NAME POSITION EMAIL Cell

Bridgett Parris President, CEO & Board Chair [email protected] 954-839-6561

Marilyn Byrd Treasurer, Trustee & Director of Finance [email protected] 954-839-6561

Ashley Ferguson Board Secretary [email protected] 954-839-6561

MACD Membership, Ambassador, and Chapters [email protected] 954-839-6561

Raquel Sanchez Director of Marketing & Communications [email protected] 954-839-6561

Michelle Moore Finance & Event Committee [email protected] 954-839-6561

Donnielle Jobson “Nicole” Educational Committee [email protected] 954-839-6561

FFDD Fundraising & Fund Development Committee [email protected] 954-839-6561

Cherita Smith Director of Youth Engagement [email protected] 954839-6561

Constonsa Alexander Youth Engagement Committee [email protected] 954-839-6561

Dianne Watson Director of Event & Programs [email protected] 954-839-6561

Tracey-Ann Hardware Social Media Marketing Committee [email protected] 954-839-6561

Michelle Phip Human Resources Committee [email protected] 954-839-6561

BDGD Board Development & Governance Committee [email protected] 954 839-6561

Teddy Parris Director of Facilities, System Engineer and Security [email protected] 954-839-6561

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The board experience should be a positive one The board is the caretaker of the organization The board speaks as a whole, no board member should have more input or authority than others Use business sense; be respectful at all times Realize you “represent” the organization (The Girls Rising Collective Foundation, Inc.)Always ask questions as they arise (due diligence) We are first our “Sister’s Keepers”Competing with each other is not allowed, we collaborate as whole.


Final Thoughts


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Again, we want to express our appreciation of your willingness to serve as a director or

committee of our Organization. There are many exciting challenges ahead, and we are grateful

that you have accepted the responsibility of being a member of TGRCF.

As an Organization, we are committed to giving you the resources you need to succeed.

In addition, we realize that as a new member, you have a background that is different from

members of the Board who have served longer. Your presence enriches and renews the Board.

Much of the information in this manual may seem overwhelming at first, but if you have any

questions or if there is anything we can do to assist you in your Board service, please speak to

the officers of the Board or our CEO.

We serve an important mission, and we believe that you will find serving on the Board a rich

and rewarding experience.

Thank you for joining us.

Conclusion


Build Trust and Credibility!

↳Respect for the Individual

↳Create a Culture of Openness and

Honesty

↳Set the Tone at the Top

Uphold the Law!

↳Avoid Conflicts of Interest

↳Set Metrics and Report Results Accurately

Do the Right Thing!

↳Promote Substance over Form

↳Be Loyal to TGRC, and to your sisterhood

↳ Make healthy choices

Thank You!

www.thegirlsrising.com