Six Essential Association Operating Manuals · 3/30/2008 · Within every cyclical activity are...

Six Essential Association Operating Manuals

Presented by: Robert Harris, CAE

Founder, The NonProfit Center Tallahassee, FL

March 30, 2008

Six Essential Operating Manuals

Bob Harris, CAE - 2008

The ABCs of Boardsmanship 2

Table of Contents

Table of Contents .......................................................................................................................2Association Management Systems .............................................................................................3The Franchise Model..................................................................................................................4

Let Systems Manage the Organization...................................................................................4Role Descriptions in E-Myth ..................................................................................................5

The Association Framework.......................................................................................................6Operating Framework – Business Model ...............................................................................6

The Association Manuals ...........................................................................................................7Six Operating Manuals ...........................................................................................................7Disaster Survival Notebook....................................................................................................9Creating a Leadership Orientation Manual ..........................................................................10The ABCs of Boardsmanship...............................................................................................11Code of Conduct - Board......................................................................................................17Procedures Manual Table of Contents – Sample .................................................................18Policy or Procedure?.............................................................................................................20Creating a Policy Manual .....................................................................................................21Common Association Policies..............................................................................................22Optional: The Treasurer’s Guide..........................................................................................25Personnel Manual Contents..................................................................................................26Style and Communications Guide ........................................................................................27

About the Trainer

Bob Harris visits with nearly 4,000 associations, chambers and charities annually. Hiscareer started in Washington, DC with Presidential Classroom. Later he built anassociation management company in Tallahassee, Florida.

He is on the faculty for the US Chamber of Commerce. He has authored several bookson association management. To evaluate organizations he created the AssociationSelf-Auditing Process, which has been used by 10,000 organizations. He has workedwith King Abdullah’s Center for Excellence in Amman, Jordan to assist businessassociations in 2006.

He has worked for Hyatt Hotels of Florida for 25 years.

His website has hundreds of pages of FREE management tips and templates that hewill reference today. (www.nonprofitcenter.com)


IdentifyRepetitiveActivities

IsolateSteps

Create Best

Practices

Enumerateor Bullet

Create6 Manuals

Association Management Systems

1st. The association year is repetitive --- built upon the activities of prior years.Nearly every activity is cyclical.

For instance:

• Annually – nominations, elections, membership meeting, budget, awards, taxfilings, etc.

• Quarterly – board meeting, publications, reports.• Monthly – financial reports, dues renewals, meetings, etc.

2nd. Within every cyclicalactivity are the steps necessary tomake a program or servicesuccessful. If steps are skipped oromitted, shortcomings and mistakescan occur.

For instance, if there are 8-stepsfor a successful electionprocess, and the 3rd step isskipped, it comes back to hauntyou --- and members notice theomission or mistake.

3rd. Each step should beestablished as a best practice. A best practice is the determined, consistent best way todeliver or complete a project, activity or service.

4th. The steps should be documented as enumerated or bulleted requirements forthe complete process.

5th. The resulting best practices are added to one of the six essential associationmanagement manuals.


The Franchise Model

Let Systems Manage the Organization

Is your organization a model of efficiency that can beduplicated? Can a new CEO walk into your office andknow how to manage the association or chamber?

Several principles of “The E-Myth Revisited” apply tononprofit organizations. Note: The “E-Myth” referencesthe “entrepreneurial myth.”

Too many managers find themselves working IN thebusiness instead of ON the business. For nonprofitorganizations that translates to “on the job” training anddaily “crisis management.”

1. The organization should provide consistent value to members (beyondmember expectations!)

2. The organization is a model of organizational excellence.

3. Recurring processes are identified and transformed into best practices.

4. All systems are documented in manuals.

� Personnel Handwork, HR Manual, Employee Manual� Policy Manual� Procedures Manual� Board Leadership Manual� Style Guide� Emergency Manual

5. Member services and products are efficient, timely and uniform.

6. New staff with the minimal knowledge will be able to step into jobs that arewell documented.

E-Myth Handout.doc


Role Descriptions in E-Myth

Which one are you?

The Technician Role

• Likes to do stuff – like stuffing envelopes andproofing newsletters!

• Focused on the present – today’s jobs.• Handles everything• Minimal delegation.• Interested in how much they can do.

The Manager Role

• Builds systems and plans before delving into thework.

• Good at delegating (to staff, volunteers,consultants, etc.)

• Manages time and resources well.

The Entrepreneur Role

• Focused on the big picture; mission and vision.• Minimal hands on.• Builds a model organization.• Ensures the model can be duplicated as the pre-

eminent organization and/or chapters.


Articles of IncorporationBylawsFilings - Local, State, Fed'l. - Sales Tax, Corp, Trade Mark, etcFederal ID NumberIRS NonProfit Application#IRS Letter of Determination#IRS Form 990 Tax Returns#

MandatoryDocuments

Mission, Vision, Value StatementsPersonnel Manual*Procedures Manual*Policy Manual*Leadership Manual - Board Book*Central File SystemSoftware LicensesInsurance CoveragesStrategic PlanChart of Accounts - BudgetCPA's Audit, Review or CompilationRecord Retention SchedulePerformance Evaluation - CEO/StaffOrganizational Chart(s)Minutes - Safeguarded (pdf)Antitrust Avoidance StatementAffiliations with Nat'l, ChaptersEndorsements, Affinity ProgramsConflict of Interest Statement

Primary(1) OperatiingDocuments

Style Guide*Treasurer's Guide*Installation SpeechDisaster Mgmt Plan (office & meetings)Staff Job DescriptionsVolunteer Job DescriptionsBusiness Plan - Program of Work (staff)Succession Plan - CEOCommittee Charges - GoalsCommittee Mission StatementsSurvey Tools - Member SatisfactionAnnual ReportMembership Systems- Records, Dues, ID Cards, Applications, etcEmp. Emergency Contact/Passwords

Foundation 501(c)(3)Political Action Committee (PAC)For-Profit Corporation

Chapter Guidelines - ReportingSchedule of AuthoritySponsor Opportunity MenuSubsidiary Agreement Documents

Secondary OperatingDocuments

Operating DocumentsSystems and Manuals

The Association Framework

Operating Framework – Business Model

Footnote 1 – Indication of primary and secondary refers to the order in which the documents are likely to becreated; it does not mean that secondary documents are less important than primary or mandatory documents. *Indicates recommended operating manuals. # Indicates public record documents; IRS help-line 877 829 5500.


Usage in Associations

Policy Manual – 80%Personnel – 70%Leadership – 65%Emergency – 20%Style Guide – 10%Procedures – 5%

The Association Manuals

Six Operating Manuals

Operating manuals guide the association. Manuals promote consistent member serviceand reduce the opportunity for “winging-it” along the way. They have significantvalue to volunteer leaders, staff, and especially new employees. An executive directorwithout manuals should set a goal to leave a legacy of well-documented operations.

Here are six common association manuals.

The Personnel Manual details, formalizes andcommunicates an organization’s requirements regardingits employees. The manual covers items such as sickleave, vacation time, issuance of office keys, overtime,dress code, sexual harassment, credit cards, and filinghandling complaints. Personnel manuals must reflectstate and federal laws and should be prepared by a labor-law specialist and/or attorney. Do NOT incorporate thepersonnel manual with any other manual.

The Procedures Manual insures consistent delivery of services, quality control, andstandardized procedures, while reducing risk. It reduces staff discretion and risk.Also known as a “best-practices manual,” it describes what the organization believes isthe best way of conducting every aspect of its operations.

It documents literally every activity through bulletedor enumerated lists. A successful manual reflects therationale and character of the organization. A newexecutive director, and staff, quickly understands thepurpose and value of the established processes. Oneway to create the operations manual is by creating atable of contents of all major responsibilities (guidedby job descriptions and the annual calendar).

Ask staff members to document their processes in aconsistent format (template) for adding to the manual. Within months the proceduresmanual will be assembled and serve as the most valued document in the organization.

The Policy Manual describes the purpose and objectives of specific operations,activities, services, governance and staff issues. For instance, a policy developed on e-mail usage or document record retention. Policies are transcribed from the motions


adopted by the board and recorded in the minutes. Unlike a personnel manual, itfocuses on the organization and less on employees. If no policy manual exists, takethe last five years of minutes, highlight the motions that read as policies, create a tableof contents, add the policies, and then present the manual to the board for adoption.(Try not to refer to a “Policy and Procedures” manual --- procedures are the result ofpolicy implementation and are more specific or detailed in describing processes.)

The Leadership Manual is used as a resource and training program for volunteers. Itis distributed at the annual board orientation. Sections may include history, bylaws,strategic plan, committees, org-structure, responsibilities, staffing and calendars, forexample. The manual is an excellent resource for new staff members. Manyassociations forego a printed leadership binder by placing the contents in a VirtualBoard Manual in a protected website location.)

The Style Guide brands and positions the organization by indicating the proper use ofthe association name, logo, colors, tag-lines, acronyms and key words indigenous tothe association. Usually six to ten pages. Also good to share with printer, graphicartist and new staff. (a.k.a. Communications Manual.)

The Disaster Management Manual ensures that if the organization office isdestroyed, that copies of all key documents are safely protected off-site. It mayinclude key contacts and emergency operations, too.


Disaster Survival Notebook

It makes all of us uncomfortable knowing that many of our Gulf Coast association colleagueshave experienced flooding or destroyed offices. Rita and Katrina prove a point --- disastersoccur every day. Whether it is a flood, fire, earthquake, tornado, broken waterpipe, or death, there is a way to minimize the delay in restoring operations.

The Red Notebook on the Shelf

Create a single notebook that houses the critical documents for yourorganization. Teach staff to grab the notebook when a disaster appearsimminent. Keep copies of the same notebook at the executive director’shome and a copy with the CPA.

By protecting the key operating documents, such as the IRS Letter of Determination, bylaws,and financial statement, it will be possible to relocate and rely on those documents to get upand running. Without them, you will spend months trying to restore and replace them.

The notebook contains copies of critical documents:

• Articles of Incorporation• Bylaws• Sales Tax License and/or Exemption• Current Rosters of Board and Staff• Policy Manual• Insurance Policies• IRS Information Returns for 3 Years (Form 990)*• IRS Letter of Determination• IRS Application for Exemption (Form 1023 or 1024)• Current Budget and Financial Statement• Back Up Disc to Computers or List of Members• Software License Copies• List of Passwords - optional

* The notebook can double as the source for staff responding to public record requests.

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Creating a Leadership Orientation ManualWhat to Include in the “Board Book”

A leadership manual should be designed as a training tool and used as a resourcethroughout the year. It should be presented to the board of directors soon after theelection and installation. It has the best impact when it is presented concurrently witha leadership-training seminar. In many associations, it is passed on from director todirector with notes included from the previous year.

General Information• History, Fact Sheet or Profile of the Association.• Mission Statement.• Articles of Incorporation (corporate charter)• Bylaws• Strategic or Operational Plan• Organizational Charts• Biography of Staff Members, Executive Director• Annual Calendar of Activities, Meetings, Deadlines

Board Information• Roster of Board Names, Phones, Addresses, Preferred Contact, etc.• Description of Board Member Responsibilities• Committee Descriptions• Description of Applicable Insurance

Finances and Fundraising• Annual Budget• Current Financial Statement• Most Recent Audit Report

Other Information• Membership Brochure• Annual Report• Selected Press releases and Articles• Promotional Materials (brochures, newsletters, etc.)• Resource Sheet (key contacts - regulators, CPA, Counsel, allied organizations,

etc.)• Recent Board and Committee Minutes• Board Member Information Forms


The ABCs of BoardsmanshipServing on an association, chamber or charity board of directors comes with significantresponsibilities. Every new volunteer leader desires to join a highly effective board that has alegacy of achievement --- while members and stakeholders have high expectations of theboard of directors.

The ABCs of Boardsmanship acquaints directors with key concepts essential to a highlyeffective board.

ttendance – Make time to attend themeetings. Honor your commitment to

be a good board member. Protect the timeand dates to attend every meeting inaccordance with expectations and bylawsrequirements.

Authority – Authority for the board’sactions come from the bylaws. Avoidoverstepping the limits of a director’sauthority.

Articles of Incorporation - The articlesare filed with a state agency, outlining thegovernance of the organization. Articlestend to be more general and bylaws morespecific.

Audit - An assessment of the finances andfinancial operations conducted by acompetent, independent and objectiveperson. Often described as an audit,review or compilation; determined by theboard.

Apparent Authority – A Supreme Courtcase cautions board members to be mindfulof how they represent themselves asleaders. Follow the lines of authority forspeaking for the organization. The safestresponse to press, “I can’t speak for theorganization but I can give you mypersonal opinion.”

Audiences – Every organization hasmultiple audiences. Consider the variousexternal and internal audiences.

Ad Hoc Committee – A temporarycommittee with a narrow focus. (See TaskForce, Standing Committee.)

Agenda – An agenda guides boardmeetings. If you want to add an item tothe agenda, find out the preferred methodsand deadlines for adding issues. Theremay deadlines or protocols to follow.Committee must vet many issues beforereaching the board table.

Antitrust – When two or more people inthe same industry or profession gettogether to discuss business practices, thereis possibility of violating antitrust laws.Penalties can exceed millions of dollars.

Affinity Program – The board mayrecommend as preferred or sponsoredprogram to the members. It should bemission related. (See EndorsedPrograms)

ylaws – The bylaws describe arelationship with the members and

stakeholders. They grant authority forthe board’s roles and actions.

Budget – The itemized summary ofestimated income and expenditures for theyear. The budget allows directors tomonitor performance.

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Business Plan – While the strategicplan guides the board of directors, abusiness plan describes the action stepsand accountability for staff andcommittees. The business plansupports the longer-term strategic plan.

onflicts of Interest – Boards shouldavoid any image of conflicts of

interest. For example, if the board isvoting on buying insurance, and adirector’s spouse is an insurance agent, thepotential conflict should be disclosedbefore or during the discussion and vote.

Committees – The board uses committeesto achieve results. Be sure charges tocommittees are precise; and respect theirefforts. The board should avoidconducting committee work at the boardtable.

Culture – Cultural expectations developover time in every organization. If theboard doesn’t communicate expectations,ask about them. For example, do meetingsstart and end of time? Is the boardexpected to wear multiple hats such asfund raising and publicity, in addition todirector duties? Who has authority tospeak for the organization? Are theirdress code expectations? Turn to theexperienced directors for guidance.

Collaboration – Organizations oftenpartner with entities having mutualinterests. Be aware of allied andcompetitive organizations --- and howpartnerships might evolve. Avoid creatinga silo or isolation.

Confidentiality – Most of the work of theboard should be treated withconfidentiality. Do not assume that it isOK to disclose board actions and

discussions without knowing the properchannels and carefully crafted messages.

ocuments – Directors receive manydocuments to read and act upon. The

information is for governance and shouldnot be shared outside the board meeting inmost cases. Establish a system ornotebook to manage documents. With theexception of personnel records, mostorganization documents are available todirectors upon request.

Designation – Nonprofit organizations areassigned a designation by the IRS; mostcommonly referenced as a “501(c)#.”

Duties – Legal obligations applicable todirectors, including Duty of Care,Obedience and Loyalty.

ffective Leadership – Commit tobeing an effective leader at the onset.

Envision achievements that will create alegacy of leadership for the board ofdirectors. Don’t miss the opportunity towork as a team and become a highlyeffective board.

Environmental Scan – The board has aresponsibility to monitor the externalinfluences on the organization. Doopportunities and threats exist that mayimpact the organization? (Often referenceas SWOT – a review of organizationStrengths, Weaknesses, Opportunities andThreats.)

Evaluation – Assessment should be acontinuous process. Identify benchmarksand performance measures for evaluation.A role of the board is to conduct theperformance review of the chief paidofficer. Some boards conduct evaluationsof board effectiveness, as well.

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Endorsements – Some boards selectpreferred programs and services torecommend to members. Mostendorsements result in royalty income.

Executive Director – Nonprofitorganizations rely on a chief paid staffposition to serve as the executive director.The title has evolved to executive vicepresident or president and CEO.

Executive Committee – A subgroup of theboard of directors with authority formaking decisions in the interim betweenboard meetings.

Executive Session – A closed door sessionof the board without staff or guests present.

Engagement – Board meetings are notthe place for distractions. Turn offdigital distractions. Prepare by readingmaterials, making calls to committeesand staff with questions, and by beingready to participate in discussions.

iduciary Responsibility - Directorsare responsible for overseeing finances

and resources. When it comes to finances,ask pertinent questions. If financial reportsare not clear, bring in the organization’sCPA.

Form 990 – See IRS Information Return.

overnance – There is a distinctionbetween board and staff roles.

Some directors inappropriately slip into amanagement role. Governance has itsroots from the word, “steering.” Adirector’s role is to set the destination anddirection; let the staff use theiradministrative skills to decide how to bestreach the destinations.

Goals – The board must advance themission and strategic goals. It’s not abouta current year theme. Most organizationsset 3 to 7 goals or competencies, identifiedin the strategic plan.

ave fun – Volunteers have variousreasons for serving on committees or

the board. Some want to give back to theindustry through the organization whileothers would like to promote their businessor career. Whatever the reason, try toincorporate memorable activities amongstthe work.

Honesty – One of the most importantvalues that should characterize the boardand its actions.

nsurance – Board insurance coverage isreferred to as “D & O” - directors and

officers’ liability. Common insurancecoverages for nonprofit organizationsinclude general liability, meetingcancellation and a fiduciary bond to coverfraud or acts of dishonesty.

IRS Information Return – The InternalRevenue Service requires nearly allassociations, chambers and charities to filean annual information return; also knownas Form 990. The document is a publicrecord.

Investments – Most organizations utilize aconservative investment schedule andrespective funds.

ob Descriptions - The roles andresponsibilities for board members,

officers and committees should be inwriting and clearly understood.

nowledge – There is a concept calledknowledge-based governance. It

suggests that directors make their decisions

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based on data and evidence, not gutreactions of the moment. Knowledge ispower while serving on a board. Directorsshould prepare for meetings byunderstanding the agenda items and thesupport information.

eadership Development – Aresponsibility of the board is to

continually develop new leaders to ascendto board and officer positions. The boardshould develop leadership developmentprograms, effective orientation, andencourage volunteers to move up theleadership ladder.

Leadership Manual – Information isessential to board service. Many boardsare provided with an extensive leadershipmanual or board book.

Letter of Determination – A publicdocument from the IRS indicating that theorganization is exempt from paying federalincome tax.

ission Statement – Everyorganization has a mission. It

corresponds to the statement of purposesubmitted to the IRS. Directors should beable to articulate the mission or at leasthave quick access when asked about theorganization’s purpose. Other elements ofthe organization’s brand or public imageinclude the logo, tagline, vision and values.

on Profit – Non-profit is adesignation of the organization by a

government agency. It does not mean theorganization can’t make a profit. Directorsmust remember successful organizationsneed to be run like a for-profit businessand that excess revenue (a.k.a. “profit) isnecessary.

Non-Dues Revenue – Membershiporganizations rely heavily on dues incomefrom members. Other income sourcesmake up the non-dues revenue portion.

rganization Documents – Directorsmust be aware of the organization’s

primary governing documents, includingthe statement of purpose, articles ofincorporation, bylaws and policies.

Orientation – The process to acquaintthem with the organization, roles,responsibilities, culture and strategicdirection.

olicies – Policies are the wisdom ofthe board adopted to guide future

leaders and to interpret the bylaws andarticles. Policy changes and adoption arenormally done at board meetings by amotion of the directors, while changes tothe bylaws often involve a membershipvote. Policies are maintained in a policymanual.

Public Records – Nonprofit organizationshave specific records that must be madeavailable upon request to the public;mostly IRS documents. Steep fines applyfor denial of public records.

Publications – Organizationscommunicate with members andstakeholders through newsletters ormagazines. Board members should readthe publications thoroughly so they areaware of the issues and events beingcommunicated.

uorum - The minimum number ofpersons on a board or committee,

usually a majority, who must be present toconduct business. Check the bylaws forthe quorum requirements.

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ules of Order – The written rules ofparliamentary procedure detailing the

processes used by the board to makedecisions. Often referenced in the bylawsas Roberts Rules of Order. Directorsshould familiarize themselves with theprocedures and protocols regardingmeeting conduct.

Risk Management – The board isultimately responsible for safeguarding theorganization.

Reserves – An organization shouldestablish a reserve fund, in case of crisis orurgency. A common minimum standard isto have an amount equal to half of thegross income in reserve.

Revenue Sources – The board shouldunderstand the various revenue sourcesand help to generate income.Organizations are increasing reliance onnon-dues revenue. Fund raising is often akey role of the board.

Record Retention – The policy guide forretaining and destroying organizationrecords.

trategic Plan – One of the mostimportant tools a successful

organization can have is a clear plan forshort-term and long term goals. Strategicplanning should include the leadership aswell as key-volunteers and chairs. Planningshould not be performed in a vacuum andmost importantly should not be shelvedwhen the plan is developed. Review andrefinement should be an ongoing process.

Speaking for the Organization – Thereare lines of authority and carefully craftedmessages or positions in the organization.Before assuming it is appropriate to speak,

testify or be interviewed, check with theboard chairman or executive director.

Staff Liaisons – Committees may beassigned a staff member to serve as aliaison and resource.

Standing Committee – A permanentcommittee of the organization, oftenidentified in the bylaws and serving theentire length of the board’s term (asopposed to an ad hoc committee or taskforce.)

Subsidiary – Nonprofit organizations aremore complex as they form subsidiaries toachieve their goals. Common subsidiariesinclude a political action committee, for-profit subsidiary or a foundation.Directors must understand the relationshipof the parent board of directors tosubsidiaries.

erm Limits – Limiting the number ofyears or terms a director can serve has

a favorable impact. It invites others tomove up the leadership ladder and avoids aperson dominating the organization byserving beyond their value.

Time – Volunteers’ contribution of time isa valuable gift. Show respect for eachperson’s time by only holding meetingsthat have significant business, starting andending meetings on time, and thankingvolunteers.

Task Force – A temporary committee toaccomplish a narrowly defined task foractivities. Also known as an ad hoccommittee. Both are different from astanding committee.

nrelated Business Income Tax –Also known as UBIT, a mechanism

for the IRS to determine if the income in a

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nonprofit organization is outside of itsmission statement. Common triggers forUBIT – if a profit is shown – areadvertising, rent and/or royalties.

Understand your Role – Volunteerleaders should understand their board rolesand how they are distinct from staffresponsibilities.

ision – The vision statement is aninspirational expression of what

success will look like in the long term. Forexample, the organization will be theprimary resource representing 100 percentof the potential members by 2020. Or,“ending a disease so there is no longer aneed for the organization.”

Values Statement – The core principlesthat guide board and staff. For instance,transparency, or diversity, may be keyvalues worth stating as principles guidingactions of the organization.

histleblower – A whistleblower is aperson who reveals wrongdoing in

an organization to persons of authority.Boards should have a process for handlingdisclosures of wrongdoing.

Website – Board members should be fullyacquainted with all aspects andinformation on the website. Make time tostudy it; bookmark it as a “favorite.”

rs – Whether you call them the Xgeneration, millennials or baby

busters, every generation hascharacteristics of their own. A board iscomposed of directors representing variousgenerations and age categories. Becognizant that their time commitments,interests and communications styles willvary.

oung Leaders – A board’s successionrelies attracting young and diverse leaders.

The board and a nominatingcommittee must purposely identify

future leaders.

eal – Bring a passion to the boardtable. Directors should have a clearvision of success to characterize their

term of office.

Bob Harris, CAE, offers board training and strategic planning; contact him at 850 570-6000.

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Six Essential Operating Manuals – Bob Harris 17

Code of Conduct - Board

Introduction

Members of the board of directors and staff carry certain duties and responsibilities for thewell being of the organization. The Code of Conduct outlines some of those duties andresponsibilities in accordance with governing documents1.

Confidentiality

Board members and staff will have access to information, that if revealed to outsiders,could be damaging or sensitive to other members or staff, harmful to the best interestsof the organization, or even create legal liability. Information provided to the boardand staff may concern personnel, financial, contractual, membership or legal matters.It will often be confidential and is intended for use in decision making andgovernance. Information shall be held in the strictest of confidence and shall not bedivulged to any outside party, including other members, without authorization of theboard chair or organization executive director.

Conflicts of Interest

Board members and staff members owe a high fiduciary duty to the organization.Thus, no board or staff member shall maintain any business enterprise or other activitythat directly conflicts with the interests of the organization. Staff members shall notsolicit members for any reason that is not directly related to official business.

Violations

Violations of the Code of Conduct may result in disciplinary action in accordance withthe governing documents. Discipline may include removal of a board member fromoffice or termination of a staff member.

Acknowledgement of Receipt

I acknowledge that I have received and read a copy of the Code of Conduct and that I amresponsible for compliance.

___________________________ ___________________Signature Date

Code of Conduct Sample.doc

1 Governing documents include articles of incorporation, bylaws, policy manual, etc. Please address questions tothe organization’s board chair and/or executive director.


Procedures Manual Table of Contents – Sample

Contents Page #

ADVERTISINGANNUAL CALENDARSANNUAL MEETING PROCEDURES

EXHIBITOR PROSPECTUSHOTEL CONTRACTSHOTEL RFP FORMSMARKETING TIMELINESMASTER MEETING GUIDEBOOKSMEETING PACKING CHECKLISTPROGRAMSREGISTRATION BROCHURE

ANNUAL REPORTSANTITRUSTARTICLE SUBMISSION INFORMATION FOR AUTHORSASSOCIATION “ANNUAL CHECK-UP” PROCEDURESAWARDSBOARD MEETING PROCEDURESBROADCAST FAX DIRECTORIESBUDGETING CONTRACTED STAFF TIMEBUDGET PROCEDURESBYLAWS/ARTICLES OF INCORPORATIONCLIENT CONTRACTSCOMMITTEESCOMMUNICATIONS PROCEDURESCONSULTANT CONTRACTSCONTINUING EDUCATION SEARCH FORMCORRESPONDENCEDATABASE PROCEDURES/DATABASE FIELDS TEMPLATEDUTIES OF OFFICERSELECTIONSFACSIMILE COVER SHEETSFILING AND STORAGE SYSTEMFINANCIAL STATEMENTSGUIDELINES FOR SPONSORSHIP OF PROGRAMSINSTALLATION SCRIPT FOR NEW BOARDSINSURANCEINVESTMENT POLICYISSUE POSITION STATEMENTSJOB PLACEMENT/CAREERS SERVICEKEY CONTACT PROGRAMS


KEY WORD SEARCHESLAWS, RULES AND INFORMATION HANDBOOKS (REIMBURSEMENTPROCEDURES, STATEMENTS FROM MEDICAID, MEDICARE, ETC.)LEGISLATIVE DAY PROGRAMSLEGISLATIVE INFLUENCE PROGRAMLIAISON ACTIVITIES (LOCAL, STATE AND FEDERAL)MAILING LISTS AND LABELSMEMBERSHIP APPLICATIONSMEMBERSHIP BENEFITS PROGRAMSMEMBER CONTACT FORMMEMBERSHIP DIRECTORIESMEMBERSHIP RETENTION PROCEDURESMEMBERSHIP SURVEYSMINUTESNEW MEMBER PACKETSNEWSLETTERSPOLICIES AND/OR PROCEDURES MANUALSPAC/GRASSROOTS FUND RAISING PROCEDURESPERFORMANCE EVALUATIONS (EMPLOYEES AND MANAGEMENT)PRESS RELEASESPROGRESS REPORTS/ACTION MEMOSPUBLIC SHELVINGREIMBURSEMENT POLICYSOURCES OF NON-DUES REVENUESPECIAL SERVICESSTANDARDS OF OPERATIONSTRATEGIC PLANNING SYSTEM/TEMPLATESTABLE TENT NAME CARDSTIMESLIPS GUIDELINES AND TIPSTRAINING PROGRAMS

STRATEGIC PLANNING PROGRAMBOARD LEADERSHIP TRAINING PROGRAMMEMBERSHIP SERVICE TRAINING PROGRAMMEMBERSHIP RECRUITMENT/RETENTION TRAINING PROGRAM“TOTAL QUALITY SYSTEMS” TRAINING PROGRAM

TRANSITION PROCEDURESUNIFORM CHART OF ACCOUNTSUSE OF LOGO TO PROMOTE ASSOCIATION AND QUALITYVALUATION FORM FOR PRICING MANAGEMENT SERVICESWORLD WIDE WEB SITE CONSIDERATIONS

OperationsManual Table of Contents.doc


Staff DrivenPolicy

Boardreviews andapprovespolicies fororganization.

Policiesrecorded asmotions inthe minutes.

Transcribe policiesinto manual.

Update policymanual after eachboard meeting orannually.

Review or sunsetold policies.

Developadministrativeprocedures tosupport newpolicies.

Record proceduresin an operationsmanual.

Board DrivenPolicy Policy Manual

Operations Manual

Policy or Procedure?

You often hear the phrase “policies and procedures.” The similar terms confusevolunteers and staff. Consider their source, purpose and retention of each tounderstand their differences.

Formulating Policies

Policies are developed by the board and recorded in the minutes. Examples include policieson check signing, reserve funds, investments, diversity, document retention, andendorsements.

Though board driven, sometimes a CEO sees a need for a policy and drafts it for review,adoption and inclusion in the minutes. For example, the CEO may suggest an investmentpolicy based on careful research.

Policies are catalogued in a Policy Manual. For an effective manual, add a table of contents(i.e. finances, education, governance, and meetings) and the date each policy was adopted oramended. Without a manual, one has to search years of minutes to find a policy somebodythinks was adopted. A policy manual should be used in board orientation.

Differentiating Procedures

Procedures are administrative, a way todocument staff responsibilities --- they haveminimal interest to the board. For example,the steps for processing a new member aremanaged by staff and should be documented tobe consistent and effective.

Procedures may be a result of policies. A boardpolicy on the chairman’s use of a corporate creditcard will create procedures for submitting receiptson forms and reimbursement timeframes.

Use an Operations Manual to store procedures. All staff should document responsibilities. Ifno manual exists, have the staff create an outline or table of contents of the responsibilitiesneeding documentation (and assign deadlines.) The manual will serve to train staff, reduceinterruptions, minimize risks, and promote consistent member service. An operations manualis the foundation of staff orientation.

Volunteers and staff will recognize the difference in polices and procedures applicable togoverning and managing, when the terms are used separately.


Categories• Awards & Scholarships• Board of Directors• Bylaws• Calendar• Chapters• Committees• Education• Finances• Government Affairs• Meetings &

Conventions• Membership• Publications• Reimbursements

Creating a Policy Manual

Creating an association policy manual does not have to be an overwhelming task forthe staff. If no record of policies exists, try this method for creating the manual.

Determine the major categories in which to segment your policies. Categories mightinclude finances, board of directors, meetings, membership, etc. Refer to the moreinclusive listing below.

Make copies of the meeting minutes for the past five years and bind them. Find avolunteer (often a retired past officer with good recall, or the current elected secretary)who is willing to read or scan the minutes.

They should look for motions that translate into anassociation policy. For instance, “A motion was passedto distribute the financial reports on a monthly basis,”would be a policy. A motion referring to the site of thenext annual meeting, for example, would not translateinto a policy.

Use a highlighter and a pen. Highlight every motion thatreads as a policy. In the margin, indicate what categorythe policy fits within.

Give the binder of minutes to a typist and explain thatonly the highlighted phrases are to be typed, and thenorganized (cut and paste) by the categories indicated inthe margins. Have the document returned for final editingby the association CEO or executive officers, rephrasing policies that are unclear,eliminating outdated or redundant policies.


Common Association Policies

E-Mail - Internet PolicyInternet UsageE-MailDownloading Software

Apparent AuthorityCredit Card UsageInvestment PolicyFinancial AuditRecord RetentionLegal AuditDistribution of Meeting MinutesCEO Performance EvaluationConsent AgendaStrategic Processes

Long Range PlanStrategic GovernanceLogo UsageAntitrust AvoidanceLiquor Liability – Hospitality Suites

Hospitality SuitesSexual HarassmentFinancial ReserveInsurance Coverages

General Liability InsuranceDirectors and Officers

Liability (D & O)Fiduciary BondConvention Cancellation

InsuranceEndorsements and Affinity ProgramsCommittees

Strategic GoalsCommittee LiaisonsAuthorityCommittee Original Works

Travel ProtocolStaff Travel

Notification of TravelDiversity - InclusivityListservs and Bulletin BoardsBoard Member OrientationConfidentiality

Copyright©Code of ConductPrivacy and Refunds

Member InformationRefund Policy

Whistleblower ClauseExecutive Sessions


The Year of the Policy Manual - 2008by Bob Harris, CAE

2008 will be the year that policy manuals are taken from association and chamber shelves toundergo major updates. The catalyst is the IRS’s redesigned Form 990.

The form asks several questions about policy. You’ll want to answer the questionsaffirmatively.

For example, does the organization have a document retention and destruction policy inexistence? And, has a whistleblower policy has been adopted?

Refresher on Policies

Remember that the purpose of policy is to interpret the broader governing documents,including the bylaws, articles of incorporation and purpose statement. The board adoptspolicy as reflected in the meeting minutes. Policies are then transcribed from the minutesinto the organization’s policy manual.

Revised IRS 990

Because of increasing scrutiny on nonprofit boards and their operations, the new IRS Form990 added several questions about policies.

Discuss these issues with your board. Through awareness of the issues and adoption ofpolicies, the questions can be answered affirmatively in your next federal tax filing.

Policy Topic Actual Question Recommendation

Record Retention Does the organization have awritten document retention anddestruction policy?

Contact a CPA and attorney to ask forsuggested record retention schedules.Carefully review it and add documentsparticular to your organization, suchas continuing education records orgrievance records. Be sure toconsider your state’s laws.

Whistleblower Does the organization have awritten whistleblower policy?

Adopt a policy statement thatencourages both staff and volunteersto come forward with credibleinformation on illegal practices,without retribution. The statementcan also be included in a personnelmanual.

Conflicts of Interest Does the organization have a Adopt a policy that asks individuals


written conflict of interest policy? with a potential or real conflict todisclose it to the board prior todiscussion and voting.

Audit and AuditCommittee

Does the organization have anaudit committee?

A subgroup of the board can serve asthe audit committee to work with theexternal audit and discuss processeswith the board. The policy mightindicate that the “finance committeealso serves as the audit committee.”

Meeting Minutes Does the organizationcontemporaneously document themeetings of the governing bodyand related committees throughthe preparation of minutes orother similar documentation?

While most organizations are carefulto take good board meeting minutes,this IRS question may encourage apolicy that all committees must keepmeeting minutes.

Public Records How do you make the followingavailable to the public?

Organization/GoverningDocs

Conflict of Interest Policy Form 990 Form 990-T Financial Statements Audit Report

The new IRS Form promotestransparency. The board shouldconsider what is legally required to bepublic and how it wants to promotetransparency and disclosure to variousaudience, i.e. members, non-members,unrelated parties, etc.

Summary

Policies are the wisdom of the board in setting best-practices for the future of theorganization. The increased scrutiny on exempt organizations is a catalyst for updating thepolicy manual. Be sure to rely on legal and accounting counsel when adopting policy.

# # #


Optional: The Treasurer’s Guide

The elected treasurer has an important role in protecting and guiding the association withinthe parameters of the budget while complying with applicable legal requirements. Fromfinancial oversight to security issues, he or she must understand the finances and anyassociated policies and procedures.

A Treasurer’s Orientation Manual offers a foundation for delivering important information tothe officer and for training.

Here’s what you can include in your association’s manual.

Basic Financial Information

• Bank Account Numbers, Name, Location, Key Contacts• Brokerage Account Numbers, Name, Location, Key Contacts• CPA Firm Name, Address, Key Contacts• Insurance Coverages, Accounts, Insurers, Key Contacts• Law Firm’s Name and Key Contacts

Procedures Regarding Finances

• Check Signing• Check-Writing Schedules• Investments and Reserves• Bookkeeping Codes• Invoice Preparation• Dues Billing Schedules• Credit Card Handling• Board Reimbursement Policies• Staff Reimbursement Policies• Access to Accounts• Financial Statements Schedule• Definitions and Terms• Record Retention Policy• Budget Process


Personnel Manual Contents

Resources for a personnel manual include an HR specialist, a labor attorney, the state or localsociety of HR managers (SHRM) and/or the state chamber of commerce. Use their documentas a model to adapt to your organization. Be certain a labor law attorney reviews the finaldraft before implementation.

Because labor law is partly based upon state case law,“borrowing” a personnel manual from a relatedorganization in another state is not a good idea.

Topics commonly included in a personnel manual include:

About the Organization• Work Schedule• Workday• WhistleBlower• Workweek• Lunch Periods• Breaks• Holidays• Personal Days• Vacation• Sick Leave• Family and Medical Leave• Bereavement• Severe Weather and Emergencies• Jury Duty• Time Off without Pay

Compensation• Payday• Overtime• Salary• Performance Reviews

Conduct• Attire• Harassment• Security• Smoking

Benefits• Social Security• Workers Compensation• Unemployment Compensation• Retirement Plans

This is a partial list of subjects. Be sure the employee verifies having read the personnelmanual by signing and dating the manual.

Do not include the personnel manual in the leadership orientation or board book. It is adistinct legal document for the staff, not the board.

Note: The personnel manual is a legal document. If you borrow or draft your own, becertain to have an attorney review it prior to implementation and adoption by the leadership.


Style and Communications Guide

The purpose of a guide is to provide consistency in printed material developed by and for the_________ Association. Consistency and accuracy are an important part of efforts to presenta credible, professional image and to be trusted by our audiences.

As staff members develop and produce printed material to marketand communicate about the programs and services for which theyhave direct responsibility, this manual should provide a guide we canall use to ensure consistency of look, quality, message and tone.

The association’s visual identity centers on theuse of the logo and includes standardtypography and ink colors.

This manual also includes a style guide toprovide consistency in the text of publicationsand general information about proofreading toimprove accuracy.

These guidelines should be applied to allpublications, correspondence, signage and otherprinted material.

Visual Identity and Design GuidelinesThese standards are general, basic rules to provide aconsistent visual identity for printed material.

LogoThe logo should be prominently placed on all printed material, preferably on the cover. Thelogo should be kept proportional; it should not be expanded or condensed on the page.

TypefaceThe standard typeface is Times New Roman. It should be used for all correspondence andprinted material, including fliers, faxes, etc. If a second typeface is used in a publication, itshould be CG Omega used for headlines and other highlighting elements (photo captions, pullquotes, etc.) and Times New Roman for body copy (examples: news bulletin, membershipdirectory). These typefaces should be used in their proper form; do not condense or extendthe typefaces. In addition the association’s acronym should always be in Garamond and twopoints greater than the surrounding type face if it is Times New Roman and

ColorIf the organization’s colors are chosen for a particular publication, they must conform to thedesignated PMS colors: PMS 425 (gray) and PMS 322 (teal). The logo can be printed in onesolid color. If two colors are used, one of them should be the gray.

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