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2006 Annual Meeting - Philanthropy: Art or Science?
Trustee Workshop: Crafting a Sound Practice
• Richard Allen, Partner, Casner & Edwards
LLP
• Barbara Casey, Mellon Bank, Trustee, Hyams Foundation
View Handout 1 and Handout
2
This workshop was facilitated by Ron Ancrum, President of AGM.
Ron provided an overview of the topic and introduced the presenters,
Barbara E. Casey, a trustee at The Hyams Foundation, and Managing
Director, Wealth Management at Mellon Financial in Boston, and
Richard C. Allen, a partner in Casner & Edwards’ Nonprofit
Organizational Law Practice and former Assistant Attorney General
and Chief of the Division of Public Charities.
Ms. Casey’s talked about four areas of focus for The Hyams
Foundation. They included the process of bringing on new trustees,
adding trustees with program area expertise, articulating impact,
and evaluating overall board effectiveness. The Hyams’ process
led to the development of a strategic planning process and the
development of a document to outline board and committee responsibilities
with staff roles also articulated. The trustees engaged in a Myers
Briggs workshop to help identify preferred communication and work
styles. At the time, almost half of the trustees were new and
the increase in size along with the changes in people led to increased
internal dialogue about the work of the foundation and defining
their respective roles as trustees. In addition, Ms Casey talked
about using a search firm to help identify and select new board
members.
One of the participants asked how you get all board members to
be responsible for fiduciary matters when you have a Finance and
Investment Committee? Ms. Casey replied that the full board is
engaged in voting on all asset allocations, approving the audit,
setting policy, and receiving and reviewing all financial reports.
Mr. Allen spoke about issues related to accountability, conflict
of interest and self-dealing, and IRS stewardship requirements.
The handout provided a comprehensive outline of governance issues
for public charities that are being discussed at the Federal and
staff levels. Some of the issues were Form PC certification requirements,
whistleblower retaliation policy, and compensation.
A lengthy conversation followed on the topic of the Massachusetts
AG’s draft legislation, particularly on the subject of foundation
audits. In Mr. Allen’s opinion, the current efforts by the
AG’s Office may not go forward. Should all foundations have
an audit done? Private foundations are not required to have audits,
however, they should all consider having an audit done even if
the only reason is to ensure that the organization is being financially
managed by acceptable accounting standards. At some foundations,
the CFO or ED prefers this be done so that he/she can verify how
well the organization is doing.
Finally, the group talked about the challenges of board diversity,
especially since term limits do not exist at many foundations.
For family foundations, there is rarely space at the table for
non-family members. It was suggested that AGM look into developing
a program to help member organizations with board diversity.
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