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Table of Contents

Notice to Readers iii About the Authors v Preface vii Acknowledgments ix 1 Increased Complexity and Mounting Challenges: Time to Prepare 1 Call to Action 6 Conclusion 6 2 Roles of the Board and Management 9 Governance in the 21st Century 10 Purpose of the Governing Board 11 Board Committees 12 Legal Responsibilities of the Board 13 Lesson Learned 13 Lesson Learned 13 Lesson Learned 14 IRS Form 990 and Governance 14 Frameworks for Good Governance 15 Panel on the Nonprofit Sector Framework-Good Governance Model 16 Legal Compliance and Public Disclosure 17 Effective Governance 20 Conclusion 30 Appendix A-Comparison of Key Objectives of the Board of Directors With the Good Governance Framework and Questions From IRS Form 990 32 Appendix B-Example Dashboard for Board Evaluation 35 Appendix C-Sample Board Self-Assessment Document 37 3 Legal and Ethical Imperatives for Leadership 39 Legal Accountability 40 Ethical Accountability 41 Who is Accountable for Accountability? 43 How to Instill Ethical and Legal Accountability 44 Honest Communications 44 Strong Relationships 44 Internal Controls 45 Clear Expectations 45 Skilled Boards 45 Involved and Informed Boards 45 Financial, Document, and Ethics Audits 45 Compliance Officers 46 Resolving Dilemmas 46 What About WholeHealth? 48 Conclusion 49 4 When Management and the Governing Board Disagree 51 The Head Game 52 Communication 53 Constructive Norms 55 Negotiation 57 Assisted Resolution 59 Conclusion 60 5 Understanding the Financial Statements of Nonprofit Organizations 61 Characteristics of Nonprofits 62 Responsibility for Financial Information 62 Basis of Presentation for Financial Information 63 Cash Basis of Accounting Versus Accrual Basis 63 Basic Financial Statements 64 Footnotes to the Financial Statements 65 Fund Accounting 66 Assets 70 Liquidity 70 Cash and Cash Equivalents 71 Revenue, Receivables, and Deferred Revenue 72 In-Kind Contributions 75 Long Term Contributions 76 Conditional Promises to Give 77 Endowments 78 Split Interest Agreements 79 Agency Transactions 81 Nonprofit Serves as a Conduit for Cash or Noncash Donations 81 Nonprofit Solicits Funds for Another Nonprofit Organization (Unrelated) 82 Nonprofit Holds Funds for Another Nonprofit Organization (Unrelated) 82 Nonprofit Enters Into Transactions With Related Foundations 83 Inventories 83 Prepaid Expenses and Investments 84 Alternative Investments 84 Property and Equipment 85 Liabilities 85 Accounts Payable and Accrued Expenses 85 Mortgages and Notes Payable 86 Net Assets 86 Revenues and Expenses 86 Conclusion 87 6 Risk Management 89 Some Risks Can Be Mitigated With Insurance 89 Cyber Risk-A Growing Threat 90 Risk in a Complex World 90 A Nonprofit's Most Important Resource 91 Risk Management Approach 93 Enterprise Risk Management 93 ERM Component One 94 ERM Component Two 94 ERM Component Three 94 ERM Component Four 95 ERM Component Five 96 ERM Component Six 96 ERM Component Seven 99 Example Application of a Risk Management System to a Nonprofit Organization 99 ERM in Smaller Nonprofit Organizations 102 Risk Management Committee 103 Crisis Management 104 Revisiting Uncertainty 105 Conclusion 105 Appendix A-Risk Management Checklist 107 7 Internal Controls: What Every Executive and Board Member Needs to Know 113 Characteristics of Nonprofits 113 Internal Control Defined 114 COSO Framework Updated for Changing Times 115 Distinguishing Error From Fraud 116 Controls for Smaller Organizations 118 Elements of Internal Control 119 Control Activities 121 Designing a System of Internal Control 123 Entity Controls 123 Control Activities 127 Antifraud Programs and Controls 131 Misappropriation of Assets 131 Fraudulent Financial Reporting 132 Revenue Recognition and Management Override 132 Control Environment 133 Fraud Risk Assessment 133 Information and Communication 133 Monitoring 134 Billing Schemes, Check Tampering, and Expense Fraud 136 Use of Analytical Techniques to Identify Unusual Disbursement Transactions for Investigation 140 Skimming and Larceny 141 Payroll Fraud 143 Controls Over Noncash Items 146 When Processing Is Outsourced 146 Cybersecurity and Not-for-Profits 147 Internal Controls Evolve 148 Conclusion 149 Appendix A-2013 COSO Framework 17 Principles-Summary 150 8 Focus on Tax-Exempt Status 155 Nonprofit Organizations and Tax-Exempt Status 156 IRS Filings 157 Differences Between Nonprofit and Commercial Organizations 158 Recognition of Tax-Exempt Status 162 Lobbying 164 Public Charity or Private Foundation 166 Public Support Test for Charitable Organizations 167 Test 1 (509(a)(1))-Compute the Public Support Percentage 168 Test 2 (509(a)(2))-Compute the Public Support Percentage 169 Supporting Organizations 170 Charitable Contributions 172 Filing Form 990 175 Unrelated Business Income 177 IRS Audits 179 Conclusion 180 Appendix A-Guide for the Board's Review of Form 990 181 Appendix B-Important Filings for Tax-Exempt Organizations 185 Appendix C-Governance Policies and Procedures 188 9 The Courage to Lead 189 Moral Courage 189 Barriers to Ethical Action 191 Strategies for Ethical Action 194 Have a Clear Compass 194 Know Your Objective 195 Seek Advisers and Allies 195 Walk the Walk 196 Understand Change Strategies 196 Practice Considerate Communication 197 Conclusion 197 10 Change Management 199 Understanding Change 200 Be Clear About What You Want 202 Assess Before You Act 203 Create Awareness and Urgency 204 Create a Powerful Coalition 205 Communicate 207 Address Obstacles and Blockers 208 Create Short TermWins 210 Give People the Tools to Succeed 210 Solidify Changes 211 Suggestions for Sonja 212 Be Clear About What You Want 212 Assess Before You Act 212 Create Awareness and Urgency 213 Create a Powerful Coalition 214 Address Obstacles 214 Communicate 215 Create Short Term Wins 215 Give People the Tools to Succeed 215 Solidify Changes 215 Conclusion 215 11 Integration for Action 217 Case One: A Woman Scorned 217 Prevent 218 Address 219 Improve 220 Case Two: The Indeterminate Sentence 221 Prevent 222 Address 225 Improve 225 Case Three: Your Turn 226 Sustained Success 227 Conclusion 227 Glossary 229 Bibliography 235 Suggested Reading 239

About the Author

Founded in 1887, the American Institute of Certified Public Accountants (AICPA) represents the CPA and accounting profession nationally and globally regarding rule-making and standard-setting, and serves as an advocate before legislative bodies, public interest groups and other professional organizations. The AICPA develops standards for audits of private companies and other services by CPAs; provides educational guidance materials to its members; develops and grades the Uniform CPA Examination; and monitors and enforces compliance with the accounting profession's technical and ethical standards. The AICPA's founding established accountancy as a profession distinguished by rigorous educational requirements, high professional standards, a strict code of professional ethics, a licensing status and a commitment to serving the public interest.

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