A Guide to Structuring and Managing a Foundation Board

One of the great things about having a private foundation is that you get to choose your board structure and decide who initially sits on it. The board is the ultimate decision-making body, providing overall direction of the foundation.

A private foundation’s board’s responsibilities include:

• Determining mission and purpose
• Approving and monitoring grantmaking
• Providing fiscal oversight
• Ensuring adherence to federal and state regulations
• Planning for board succession and continuity
• Overseeing the foundation’s activities in accordance with its governing documents

The board of directors is responsible for overseeing the management, policies and direction of the foundation. Additionally, the board elects officers who manage the various day-to-day operations of the corporation.

All board members are bound by the duties of care and loyalty.

Duty of care: requires each director and officer to act in good faith, reasonably and with prudence.

Duty of loyalty: requires each director and officer to act with the strictest good faith in governing the foundation. Directors and officers are prohibited from unfairly profiting, directly or indirectly, from the foundation.