Nonprofit governance
Nonprofit governance checklist
A Form 990 asks about governance, not only money: who serves on the board, which policies exist, how compensation was reviewed and what the minutes show. This checklist covers the records a nonprofit should collect before the return and the annual state filings, so the governance answers are supported by documents instead of memory.
Who sends itSent by the tax preparer or board treasurer to the nonprofit's executive director or board secretary before the Form 990 and the state charitable registration renewal.
0 of 23 ticked
01Board and officers
02Policies
03Meetings and approvals
04Annual filings and registrations
05Records and board book
What firms get wrong
- Preparing the 990 from memory when the board minutes and conflict disclosures are the support for the governance answers.
- Approving the executive director's compensation without comparability data or a board vote.
- Letting a board member vote on a related-party transaction without recusing.
- Missing a state charitable registration renewal because the federal return was filed.
- Keeping the policies in separate folders so the board book is never complete.
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Questions about this checklist
What governance policies does a nonprofit need?
A conflict of interest policy is the most common, and the Form 990 asks about it. Many organizations also adopt a whistleblower policy, a document retention policy, a gift acceptance policy and written financial controls. The board decides which ones fit.
What should board minutes include?
The date, the members present, the quorum, the agenda, the decisions and the votes. For compensation or a related-party transaction, the minutes should show the board reviewed comparability data and that the interested member recused.
How is executive compensation reviewed?
The board should review comparable compensation data, approve the amount and document the decision. The Form 990 asks how the organization set the compensation, so the minutes and the data are the support.
Does a small nonprofit need a board book?
A board book makes the annual return and the state renewal much easier. It can be a shared folder with the articles, bylaws, policies, minutes, financial statements and prior-year return.
What if the organization cannot find an old minute?
Ask the board secretary and the prior officers, and check the shared drive and email. If the minute is truly missing, document the gap and have the board confirm the decision in a current minute.
Sources
Checked November 3, 2026. Tax rules, forms and thresholds change; confirm them with the IRS or your tax software before relying on them.
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