Governance

Comply with federal and state laws and develop leaders to serve at local, state, and national levels. 

Download the Governance Chapter of the Playbook

This information is being provided as a resource and is intended for AIA purposes only. It should not be shared or otherwise distributed outside AIA.


Accreditation Requirements

  

Requirement 1: Adopt and comply with written policies on whistleblower protection, conflicts of interest, and records retention and destruction, and (for staffed components) review of executive director compensation and benefits. Adopt and comply with a policy on joint ventures if the component participates in them. (The IRS states that such policies can improve tax compliance and prevent activity that is inconsistent with tax-exempt status.)

Documentation: Provide a copy of the component’s policies on whistleblower protection, conflicts of interest, and records retention and destruction, and (for staffed components) compensation and benefits reviews for the executive director. If the component engages in joint ventures, provide a copy of the component’s policy on joint ventures.

Resources:

AIA written policies: Antitrust, Whistleblower, Conflict of Interest, Code of Ethics, and Record Retention

Executive Compensation (National Council of Nonprofits)

Executive Evaluation and Compensation (BoardSource)

Webinar Recording: Core Service Governance 

  

Requirement 2: Comply with AIA’s policies on antitrust and sexual harassment. Adopt the institute’s Equity, Diversity, and Inclusion Statement.

Documentation: Describe how the component complies with and educates its leadership and members about the antitrust compliance and sexual harassment policies. Describe how the component upholds the institute’s Equity, Diversity, and Inclusion Statement.

Resources:

AIA Antitrust Compliance Guidelines

AIA Model Harassment Policy

Sample Diversity and Inclusion Statement and Antitrust Statement

Components' Public Statements on Racial Injustice

  

Requirement 3: Review and update bylaws at least once every 10 years using the AIA Model Component Bylaws as a guide. Submit bylaws to AIA’s General Counsel for review as they are created or amended.

Documentation: Provide a copy of current bylaws with the date they were last amended.

Resources:

Model Component Bylaws

Institute Bylaws

Articles of Incorporation and AIA Component (Chapter) Charter

  

Requirement 4: Maintain minutes for the board and any committees authorized to act on behalf of the board, to record board decisions, and to demonstrate compliance with bylaws and nonprofit laws.

Documentation: Provide a recent copy of the component board’s minutes.

Resources:

Sample Board Meeting Minutes

AIA Rules of the Board

Resources for Managing Your Board

Should nonprofit boards be a boot camp for corporate executives?

  

Requirement 5: Maintain directors’ and officers’ insurance and general liability insurance policies for the component to protect volunteer leaders and the component from risk.

Documentation: Provide a page from the component’s current insurance policy that shows the summary of coverages and policy period for directors and officers and general liability coverage.

Resources:

D&O and general liability insurance

Business Owners Insurance (Employment Practice)

Cyber Liability Insurance

  

Requirement 6: Report names of the upcoming year’s officers to AIA Component Collaboration & Resources by December 31 annually to ensure new officers receive leadership communications. Provide orientation for the board of directors annually to engage and initiate board members and improve the board’s effectiveness.

Documentation: Provide an agenda or summary from the last board orientation that outlines the component’s board orientation process and content. The institute will verify that officer rosters have been submitted.

Resources:

Resources for Managing Your Board

Organizational Roles of AIA

Transition Plan

Misguided Practices (Bob Harris)

Rump Sessions Between Board Meetings 12-1-19 

The Rusty Trustee 11-19 

  

Requirement 7: Conduct strategic planning at least every five years and align it with the institute’s strategic plan to provide focus and direction for the component’s activities.

Documentation: Provide a copy of the component’s most recent strategic plan, which includes the date of adoption.

Resources:

How to create a strategic plan

AIA’s 2021–2025 Strategic Plan

Bob Harris' new workbook on good governance

  

Requirement 8: Adopt a business continuity plan to prepare in case of a component disaster or crisis.

Documentation: Provide a copy of the component’s current business continuity plan.

Resources:

Basic Business Continuity Plan Checklist

Sample Emergency Plan

Emergency Action Plan-Template (Center for Disease Control)

Family Evacuation Plan (American Red Cross) 

FEMA- Emergency Plan

FEMA COVID-19

  

Requirement 9: Comply with all filing requirements for nonprofit organizations in the component’s state.

Documentation: Provide a copy of the record showing the component has filed with the state as a nonprofit corporation.

Resources:

State corporation laws and IRS exemption

Need help with Governance?

AIA National staff are available to help.  We are available to answer questions, brainstorm a strategy, or help you leverage national content, expertise, and program resources so that you can maximize your components successful delivery of services in this core service area.

General Counsel
Jay Stephens, Hon. AIA
Sr. Vice President & General Counsel
(202) 626 7379

T. Francis Ona, Esq., CAE, SPHR
Director, Deputy General Counsel
(202) 626 7375

Jessyca Henderson
Associate General Counsel
(202) 626 7340

Executive Office
Pam Day, Hon. AIA
Corporate Secretary & Managing Director, Governance Administration
(202) 626 7305

Equity, Diversity, and Inclusion
Renée Yancey
Managing Director, EDI Development & Workforce Strategy
(202) 626 7458

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