01. Ethical Leadership

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Understand: We believe that ethical leadership is required to build and maintain community trust in philanthropy. This is achieved through adherence to laws, good governance and community-informed decision-making.

The board understands its legal responsibilities in governing the organization:

1. We periodically distribute and discuss the fiduciary duties of board members, as outlined by the Minnesota Attorney General. We ensure that our board members fully understand and fulfill their fiduciary duties of obedience, loyalty and care.
2. Our board members ensure alignment between their practices and good governance policies.

The board and staff understand the organization’s context:

3. Our board members and senior staff have access to, and general knowledge of, our organization’s books, financial records, audits and annual filings to government agencies.
4. Our board members and senior staff have access to, and general knowledge of, the organization’s primary governance and tax documents. These could include Articles of Incorporation, Bylaws, a Trust document, or other similar governing instruments, its IRS Form 1023 application for recognition of exemption, and any correspondence with the IRS regarding its tax-exempt status.  Our board periodically reviews organizational operations, programs and activities to ensure alignment with the organization’s governing and tax documents.
5. Board members and staff know what is expected of them. We have clearly defined and documented the roles, responsibilities and expected time commitment of board members, officers and committees (if we have committees). Each staff person has an up-to-date job description.

The board and staff discuss the meaning of leadership:

6. Board and staff leaders periodically discuss the meaning of ethical leadership, possibly utilizing resources from national thought leaders that describe ethical leadership.
7. Board and staff leaders learn and discuss the benefits of including the community in decision-making.

Begin: We serve our organizations and communities in a way that engenders trust. We adhere to all applicable laws and take seriously our fiduciary duties. In order to maintain trust, we seek to continuously improve our governance, decision-making processes and organizational culture.

1. We have a designated board of directors or trustees that is responsible for governing the organization’s affairs.  The number and composition of that Board aligns with the proscriptions of our governing documents and state law.
2. Board members are appointed or elected as outlined in our governing documents.
3. If not specified in our Articles of Incorporation or other charter, we have developed bylaws and/or policies to establish terms of service for board members and selection criteria.
4. Written minutes are taken at every board meeting to accurately reflect discussions and actions taken at meetings. These meeting minutes are preserved in the organizational records.
5. Our board members actively participate in governing the organization by regularly attending meetings, preparing before meetings and staying abreast of organizational activities.
6. Our board holds regular meetings each year, as frequently as needed to fully and adequately conduct the business of the organization.

The board engages in best practices of good governance:

7. The board focuses on creating an effective board culture by considering the role of conflict, diversity, and motivation.
8. We have developed and periodically review a leadership succession plan for the board and the CEO/executive director.

The board and staff continuously improve the organization:

9. Our board members and staff leadership ensure that our activities are consistent with our mission.
10. We conduct annual performance assessments of the board and CEO/executive director to promote learning and to ensure effective leadership.
11. We discuss and actively work to develop a healthy organizational culture.
12. We practice inclusive decision-making at various levels of the organization.

Aspire: We actively engage the community in our governance and decision-making, balancing donor intent and community need. We strengthen community trust by including new and diverse voices on our governing bodies and decision-making teams.

We engage diverse voices in leading our organization:

1. We bring community voices into decision-making in ways that fit our organization and community context. We achieve this goal by engaging in robust processes such as the Power Moves assessment.
2. We periodically assess the composition of the board against the organization’s desired goals.
3. We strive to build an inclusive board by actively recruiting new board members who reflect the diversity of the communities and constituents we serve, or who demonstrate the capacity to balance and understand the diverse needs and issues of those communities and constituents. Note: For family foundations or corporate foundations that have provisions for outside directors: We pursue diversity and perspectives that can be brought to the foundation from individuals outside the family/corporation.
4. If we are governed by explicit requirements for board service that preclude achieving our diversity goals: We employ other appropriate means to hear diverse perspectives, such as through the use of advisors to the board, consultants and grantmaking committees.

We contemplate the intersection between donor intent and community need:

5. If changing societal conditions and needs make following the donor’s specific instructions impossible, unfeasible or extremely challenging to accomplish, we consult with an attorney about permissible ways to identify alternative program goals that reasonably honor the donor’s intent.
6. Board and staff leaders openly discuss and debate historical patterns and practices. Are our traditions serving well the foundation and the community? Is our leadership balanced between individuals who excel at hindsight, insight and foresight?