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PEAK Grantmaking

Bylaws

ARTICLE I. OFFICE AND REGISTERED AGENT

Section 1. Principal Office. PEAK Grantmaking shall maintain a principal office in a location selected by the Board of Directors.

Section 2. Registered Office and Agent. PEAK Grantmaking shall have and continuously maintain a registered office and a registered agent in the State of Delaware, as required by the General Corporation Law of Delaware. The registered agent shall be either an individual resident of the State or a corporation authorized to transact business in the State.

ARTICLE II. PURPOSE

The purposes for which PEAK Grantmaking is formed are as set forth in the Articles of Incorporation. PEAK Grantmaking’s mission is to improve grantmaking by advancing the knowledge, skills, and abilities of grants management professionals and by leading grantmakers to adopt and incorporate effective practices that benefit the philanthropic community.

ARTICLE III. MEMBERSHIP

Section 1. Classes and Qualifications. PEAK Grantmaking shall have a single class of Voting Members and any other administratively determined categories of affiliated individuals or organizations as the Board of Directors may approve. Such categories of organizations or individuals will not have the voting rights and other authorities reserved to Voting Members under these by-laws and shall be dedicated to the purposes, mission and vision of PEAK Grantmaking. Each Member must be committed to PEAK Grantmaking’s values of openness, inclusiveness, integrity, accountability, and ethical behavior.

Section 2. Eligibility for Voting Membership. Membership in PEAK Grantmaking is open to:

  • Individuals employed by grantmaking organizations, including nontraditional grantmakers whose primary function and activity is charitable grantmaking to individuals or organizations.
  • Individuals employed by funder networks and philanthropy infrastructure groups.
  • Professors and researchers (but not students) at accredited universities or research institutions whose primary focus of research or teaching is philanthropy or philanthropy-related studies.
  • Previously eligible voting members who, because of a change in employment status (i.e., laid off but seeking a new position in the field), would otherwise be ineligible to remain members.
  • Retired members who are interested in remaining connected to the profession.

The Board of Directors shall delegate to staff the responsibility for determining whether individuals applying for membership meet the requirements described in this section.

Section 3. Dues. Payment of dues is not a requisite of Voting Membership.

Section 4. Voting Rights. Only Voting Members shall have the right to vote at the Annual Meeting of the members on those items specified in Section 5, as well as to vote on such other issues as the Board may choose to bring before the members. Each Voting Member shall have one vote at any meeting of the members. Affiliated members may attend meetings, but may not vote.

Section 5. Membership Meetings. There shall be an Annual Meeting of the members upon such date, time and place as the Board of Directors shall determine.

  • The Board of Directors may, at its discretion, allow any member to participate in the meeting by means of a conference telephone or similar telecommunications device that allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to presence in person at a meeting.
  • During the Annual Meeting, Voting Members shall receive a report on PEAK Grantmaking’s operations and financial health and have the right to vote on the following matters: election of the Board of Directors and approval of any amendments to the Bylaws that may be proposed by the Board. Voting on all other matters is expressly reserved for the Board of Directors.
  • Special meetings of the members may be called by two-thirds vote of the Board of Directors or upon the request of 10 percent of the Voting Members. Members shall receive not less than 14 days prior written notice of special meetings. Notice shall be given in the manner specified in Section 2 of Article X of these Bylaws, and the notice shall state the purposes of the special meeting.

Section 6. Quorum. The Voting Members, represented either in person or via proxy, holding at least 10 percent of the voting power of PEAK Grantmaking on the date of any meeting shall constitute a quorum at such meeting.

Section 7. Methods of Voting. Voting on all matters on which Voting Members are entitled to vote may be conducted by ballots submitted via electronic means of communication. At least one-tenth of the Voting Members must vote and the affirmative vote of a majority of these Voting Members shall be conclusive unless the vote of a greater proportion is required by law or these Bylaws.

Section 8. Removal. Any member may be removed from membership by a majority vote of the Board of Directors only for cause.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Powers. There shall be a Board of Directors of PEAK Grantmaking, which shall supervise and control PEAK Grantmaking’s business, property, and affairs, except as otherwise expressly provided by law, the Articles of Incorporation, or these Bylaws.

Section 2. Number and Qualifications. The Board of Directors shall be composed of no fewer than seven 7 and no more than 20 individuals. Any individual member of PEAK Grantmaking shall be eligible for election to the Board of Directors, except as otherwise indicated in these Bylaws.

Section 3. Election and Term of Office. Candidates shall be elected to the Board of Directors by the individual members at the annual meeting. Candidates receiving a majority of votes cast shall be elected and be so declared at the Annual Meeting. In case of a tie vote, the Governance Committee shall decide the election by lot. Abstentions will not count towards vote total. A written notice of those elected shall be sent to each member within 60 days of the election.

Directors shall serve a three-year term, which may be renewed once, upon election for a second term by the membership at large at the Annual Meeting. The term shall begin at a board meeting following election, which shall be scheduled no later than 90 days following the Annual Meeting. In no case shall a Director be elected serve for more than two consecutive terms without an intervening period of one year.

Section 4. Resignation. Any director may resign at any time by giving written notice to a board co-chair. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the co-chair.

Section 5. Removal. Any director may be removed from such office, with or without cause, by two-thirds vote of the Board of Directors or two-thirds vote of the general membership.

Section 6. Vacancies. Vacancies shall be filled by majority vote of the remaining directors to serve until the next Annual Meeting. A director so appointed shall be eligible for subsequent election as described in Section 3.

Section 7. Regular Meetings. The Board of Directors shall meet at least four times a year, either in person or by conference telephone call or similar telecommunications device that allows all persons participating in the meeting to hear each other. Notice shall be give to each board member at least 10 days prior to the board meeting by first-class mail, telephone, electronic mail, or facsimile.

Section 8. Special Meetings. Special meetings of the Board of Directors may be called at the direction of a co-chair or by a majority of the voting directors then in office, to be held at such time, day, and place as shall be designated in the notice of the meeting.

Section 9. Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 10. Manner of Acting. Except as otherwise expressly required by law, PEAK Grantmaking’s Articles of Incorporation or these Bylaws, the affirmative vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Each director shall have one vote. Voting by proxy shall not be permitted.

Section 11. Unanimous Written Consent In Lieu of a Meeting. The Board may take action without a meeting if written consent to the action is signed by all of the directors.

Section 12. Telephone Meeting. Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device that allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to presence in person at the meeting for purposes of determining if a quorum is present.

Section 13. Conflicts of Interest.

  • In the event that any director has a conflict of interest that might properly limit such director’s fair and impartial participation in Board deliberations or decisions, such director shall inform the Board as to the circumstances of such conflict. If those circumstances require the non participation of the affected director, the Board may nonetheless request from the director any appropriate non-confidential information which might inform its decisions. “Conflict of interest,” as referred to herein, shall include but shall not be limited to, any transaction by or with PEAK Grantmaking in which a director has a direct or indirect personal interest, or any transaction in which a director is unable to exercise impartial judgment or otherwise act in the best interests of PEAK Grantmaking.
  • No director shall cast a vote nor take part in the final deliberation in any matter in which he or she, members of his or her immediate family, or any organization to which such director has allegiance, has a personal interest that may be seen as competing with the interest of PEAK Grantmaking. Any director who believes he or she may have such a conflict of interest shall so notify the Board prior to deliberation on the matter in question, and the Board shall make the final determination as to whether any director has a conflict of interest in any matter. The minutes of the Board meeting shall reflect disclosure of any conflict of interest and the recusal of the interested director.

Section 14. Ex-Officio Directors. Ex-officio directors, appointed by the Board to assist the organization in any capacity, may serve at the pleasure of the Board. Ex-officio directors will not have voting privileges in matters before the board and will not be included in the quorum count.

ARTICLE V. OFFICERS

Section 1. Officers. The officers of PEAK Grantmaking shall consist of two Co-Chairs, a secretary, and a treasurer.

Section 2. Election of Officers. The officers shall be elected by the Board of Directors at a board meeting held prior to the Annual Meeting of members.

Section 3. Term of Office. Officers shall serve a two-year term. A director entering the second year of a term of service on the board may be elected to serve as an officer for another term of one year. The term shall begin at a regular board meeting following election, which shall be scheduled no earlier than 60 days and no later than 90 days following the Annual Meeting of members.

Section 4. Resignation. Any officer may resign at any time by giving written notice to a co-chair of the Board. Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.

Section 5. Removal. Any officer may be removed from such office, with or without cause, by a two-thirds vote of the Board of Directors at any regular meeting or at a special meeting of Board of Directors convened expressly for that purpose.

Section 6. Vacancies. Any vacancy will be filled by the majority vote of the Board of Directors for the unexpired term.

Section 7. Co-Chairs. The Co-Chairs shall give active direction and have control of the business and affairs of the PEAK Grantmaking. They may sign contracts or other instruments, which the Board of Directors has authorized to be executed, and shall perform all duties incident to the office of chair as may be prescribed by the Board of Directors. At all meetings of the Board, one or the other of the Co-Chairs shall preside if present, or if neither of them is present, any other director may be designated to preside.

Section 8. Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors; see that all notices are duly given in accordance with the provisions of these Bylaws; ensure staff members keep corporate records; and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors.

Section 9. Treasurer. The Treasurer shall be responsible for and oversee all of PEAK Grantmaking’s financial administration. The Treasurer shall ensure staff members properly receive and give receipts for moneys due and payable to PEAK Grantmaking and deposit all such moneys in the name of PEAK Grantmaking in appropriate banks, and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Directors.

ARTICLE VI. PRESIDENT

Section 1. Selection. The Board of Directors shall select and employ a President to manage PEAK Grantmaking. The President shall serve at the pleasure of the Board. The President is not a member of the Board and has no voting rights.

Section 2. Oversight. The President shall report to the Co-Chairs and shall be responsible to the Board of Directors and its Executive Committee.

Section 3. Responsibilities. The President has day-to-day responsibility for PEAK Grantmaking, including carrying out PEAK Grantmaking’s goals and Board policy. The President will attend all Board meetings, report on the progress of PEAK Grantmaking, answer questions of Board members, and carry out the duties described in the job description. The Board can designate other duties as necessary.

Section 4. Authority. The President is empowered to hire staff, execute documents and instruments legally binding PEAK Grantmaking, and adopt those policies and procedures necessary to PEAK Grantmaking’s operations within the limits imposed by the Board.

ARTICLE VII. COMMITTEES

Section 1. Executive Committee. The Executive Committee shall consist of the Co-Chairs, Secretary, and Treasurer, and shall have and exercise the powers of the Board of Directors between meetings of the Board, subject to prior limitations established by the Board. All actions by the Executive Committee shall be reported to the Board of Directors at its next meeting following such action.

Section 2. Governance Committee. PEAK Grantmaking shall have a Governance Committee. The Board of Directors will select two co-chairs for the Governance Committee who will recruit committee members. The Governance Committee shall recommend to the board policies and processes designed to provide for effective and efficient governance, identify a slate of director candidates to be recommended to the membership for election to the board, nominate board officers for election by the full board, and undertake other duties as directed by the Board of Directors.

Section 3. Finance Committee. PEAK Grantmaking shall have a Finance Committee. The Treasurer will Chair the Finance Committee and will recruit additional committee members. The Finance Committee shall assist the Board of Directors in carrying out its fiscal oversight and management of the organization and undertake other duties as directed by the Board of Directors.

Section 4. Audit Committee. PEAK Grantmaking shall have an Audit Committee. The Board of Directors will select a chair or co-chairs for the Audit Committee, one of which must be a board member with the applicable background. To ensure the committee’s independence and objectivity, the Treasurer can serve on the Audit Committee but shall not serve as the Chair. The Audit Committee shall oversee the annual audit, maintain PEAK Grantmaking’s system of internal controls, and undertake other duties as directed by the Board of Directors.

Section 5. Other Committees. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, including advisory boards and task forces, to undertake the work of PEAK Grantmaking. The Board of Directors shall select the chair or co-chairs for each committee formed who will recruit committee members. Such committees shall have the power and duties designated by the Board of Directors, and shall give advice and make non-binding recommendations to the Board. However, no committee shall have the authority to amend or repeal these Bylaws, elect or remove any officer or director, adopt a plan of merger, or authorize the voluntary dissolution of PEAK Grantmaking.

ARTICLE VIII. GROUPS

Section 1. Formation. Members of PEAK Grantmaking may form regional, sector, or other groups for the purpose of furthering PEAK Grantmaking’s mission.

Formation of a group must be approved by the Board of Directors. The group must serve a defined geographic region, subject matter area, or constituency. All individual members working within that area will be eligible for membership in the group. The structure and operations of the group shall be determined by that group in compliance with applicable law, PEAK Grantmaking’s Articles of Incorporation, these Bylaws, and PEAK Grantmaking’s current policies and procedures. Each group shall designate a liaison to the Board of Directors to keep the Board informed of its activities.

Section 2. Finance. Financial support for the groups shall be managed by PEAK Grantmaking. Groups shall not maintain bank accounts or conduct fundraising campaigns separate from that of PEAK Grantmaking.

ARTICLE IX. BYLAWS

Except as otherwise required by law, these Bylaws may be amended at any annual membership meeting. Notice of intent to amend shall be given at least 30 days prior to the meeting to each member entitled to vote at the meeting by first-class mail, telephone, electronic mail or facsimile. Such changes require an affirmative vote of two-thirds of the members present at the meeting at which a quorum, either in person or by proxy, is present.

ARTICLE X. MISCELLANEOUS PROVISIONS

Section 1. Fiscal Year. The fiscal year of PEAK Grantmaking shall begin on January 1 of each year.

Section 2. Notice. Whenever under the provisions of these Bylaws notice is required to be given to a director, officer, or member, such notice shall be given in writing by first-class mail, telephone, electronic mail, or facsimile as his or her contact information appears in PEAK Grantmaking’s records and will be deemed given when sent.

Committees Charter

PEAK Grantmaking has four standing committee identified in its bylaws – Executive, Governance, Finance, and Audit. The Board may establish additional ad hoc teams at its discretion.

Committees may establish sub-committees or work teams but all work from those sub-groups must go through the full Committee before it is acted on or put before the board.

Where appropriate, PEAK Grantmaking Committees may include non-board member participants. This will be identified in each committee’s charter.

All committees receive staff support to facilitate their work.

Committee Chair Appointments

Only board members are eligible to serve as Committee Chairs.

The Governance Committee will appoint Committee Chairs for two-year terms. The Executive Committee will appoint the Governance Committee chairs for two-year terms. A Director entering the final year of a term of service on the board may be appointed to serve as a chair for a one-year term. A Director nominated for a second board term, but not yet elected, may be provisionally appointed for a two-year term as a Committee Chair, contingent upon election to a second board term. If the director is not re-elected to the board, the Governance Committee will nominate a new candidate for election by the board at its next meeting.

Terms of Co-Chairs for the same committee should be staggered to ensure continuity.

Any vacancy will be filled by the Governance Committee (or Executive Committee if the vacancy is a Governance Co-Chair) for the unexpired term.

The term shall begin at the first regular board meeting following the Annual Meeting of members.

Committee Member Appointments

Board Members

When board members are elected to the board, staff in consultation with the Governance
Co-Chairs, Committee chairs, and incoming board members will recommend appointments to the Committee chairs with the intent of the board member serving on that committee for their board term. Board members may request changes in committee assignments at any point during their term if they feel they can make a better contribution elsewhere by contacting the Board Co-Chairs. The Board Co-Chairs may also identify a need to change a board member’s committee assignment and will discuss any changes with the board member and impacted Committee chairs before a change is recommended.

Non-Board Members

Non-board committee members will be appointed by the Committee (Co-)Chair(s) for one-year terms, which are renewable. These committee members will be identified through the nominating process or through board member recommendations.
In a case where a committee chair transition is imminent, the outgoing committee chair should consult with the incoming chair on any appointments to the committee.

Executive Committee

Responsibilities

The Executive Committee is charged with helping the full board and Executive Director to function more effectively. While the Executive Committee does not replace the full board or the decision-making role for the organization, it is charged with ensuring that the board is aware of major issues and is dealing with strategic decision-making. They are responsible for ensuring that the board has sufficient information and objective data to make decisions and is accurately reflecting the business of the board in a transparent manner.

The Executive Committee can act on behalf of the board between meetings on items with a time sensitive nature. It is not authorized to act with respect to powers that are fundamental to board operation as detailed below:

  • Adopt a plan of distribution of corporate assets
  • Approve or adopt a plan for dissolution, merger/sale, or transfer of assets
  • Fill board seats without approval of the full board
  • Elect, appoint, or remove officers or directors
  • Adopt, amend, or repeal the articles or bylaws
  • Take action inconsistent with any resolution or action of the board when that resolution or action specifically provides that it can’t be changed by committee action
  • The Executive Committee appoints the Co-Chairs of the Governance Committee.

Additionally, an important and often overlooked role of the Executive Committee is to serve as a sounding board for senior executive leadership and the general board. This allows an opportunity for each body to take a temperature reading of certain important and potentially controversial issues that might be dividing the board (strategic direction, staffing, etc.). It is for that reason that the elected officers, particularly the Co-Chairs, be well respected by their peers and seen as effective leaders.

Structure

The Executive Committee is a standing committee of the PEAK Grantmaking Board.

Composition

“The Executive Committee shall consist of the Co-Chairs, Secretary, and Treasurer, and shall have and exercise the powers of the Board of Directors between meetings of the Board, subject to prior limitations established by the Board. All actions by the Executive Committee shall be reported to the Board of Directors at its next meeting following such action.” (Article VII, Section 1 of PEAK Grantmaking’s Bylaws)

Meetings

The Committee meets monthly or when necessary at the call of the Co-Chairs. The Committee may form subcommittees to work on specific tasks but all decisions or recommendations shall be discussed with the full committee before being put before the Board.

Staff Liaison

The Executive Director will serve as the staff liaison to the Executive Committee to facilitate its work.

Governance Committee

The Governance Committee (the “Committee”) provides for the effectiveness and continuing development of the Board of Directors (the “Board”) of PEAK Grantmaking.

Responsibilities

The specific responsibilities of the Committee include:

  • Developing and recommending Board policies and processes designed to provide for effective and efficient governance, including but not limited to:
    • Evaluation of the Board
    • Election and re election of Board members
    • Board orientation and education
    • Succession planning for the Board
  • Recommending nominees for election to the Board, including but not limited to policies and processes for:
    • Identification of the competencies and personal attributes needed on the Board at any given time, to guide recruitment and election of Board members
    • Ongoing development of a list of potential Board members regardless of whether
    • Evaluation of prospective nominees against competencies and personal attributes identified by the Committee
    • Continuous enhancement of Board diversity

The Committee may delegate all or a part of this work to a Nominating Sub-Committee.

  • Annually reviewing, and, updating as needed, the Governance Manual, including a position description detailing responsibilities of and expectations for Board members
  • Annually reviewing the corporate bylaws and recommending to the full Board changes intended to improve governance
  • Advising staff on plans for Board education, including new member orientation and Board development goals
  • Conducting a Board self-assessment and improvement process every two years

Structure

The Governance Committee is a standing committee of the PEAK Grantmaking Board. The Committee may form subcommittees to work on specific tasks (member and full board assessment, board member and officer nominations, strategic planning, etc.), but all decisions or recommendations by subcommittees shall be presented to the full Committee before being put before the Board.

Composition

The Governance Committee has two co-chairs who are appointed by the Executive Committee. The co-chairs appoint the committee members. The Committee does not have a set number of members required, however it is desirable to have 5-8 members. The Committee will be comprised of board members only. Subcommittees assigned by the Governance Committee may be comprised of board and non-board members.

Meetings

The Committee will meet at least four times a year or when necessary at the call of the Committee Chairs. The Committee may form subcommittees to work on specific tasks(evaluation, nominating, strategic planning, etc.), but all decisions or recommendations shall be discussed with the full committee before being put before the Board.

Staff Liaison

The Executive Director will serve as the staff liaison to this team to facilitate its work.

Nominating Sub-Committees

The Nominating Sub-committee identifies and recommends to the Governance Committee a slate of board members who are aligned with PEAK Grantmaking’s strategic direction, advance PEAK Grantmaking’s leadership role in promoting the field of effective philanthropy, and bring the knowledge, skills, and abilities needed to govern PEAK Grantmaking.

Specifically, the Committee,

  • Identifies potential Board members with the competencies and personal attributes needed on the Board
  • Helps to promote PEAK Grantmaking to potential board members
  • Evaluates prospective nominees against competencies and personal attributes identified by the Governance Committee and documented in the Board Governance Manual. This includes ensuring the diversity of the slate of prospective board members against a set of diversity indicators such as ethnicity, gender, and geographic location. It also includes interviewing potential candidates and developing recommendations to the full committee on their candidacy.
  • Develops recommendations to the Governance Committee on the candidates including which should move forward for consideration to the full board and eventually the PEAK Grantmaking membership and which may be prospects for a PEAK Grantmaking board committee (as non-board member)
  • Advises the Governance Committee on strengthening the nominating process and improving board orientation and development

Structure

The Nominating Committee is a sub-committee of PEAK Grantmaking’s Governance Committee. All work or recommendations from the Nominating Committee shall be discussed with the Governance Committee before being put before the Board or membership.

Composition

The Committee’s chair is appointed by the Governance Committee chairs. The Committee does not have a set number of members required, however it is desirable to have 5-8 members. The Committee may be comprised of board members and non-board members with the applicable background and experience to support the committee’s work.

Meetings

The Committee will meet at least three times a year or when necessary at the call of the Committee Chair.

Staff Liaison

The Executive Director will serve as the staff liaison to this team to facilitate its work.

Finance Committee

The Finance Committee assists the Board of Directors in its oversight responsibilities related to financial management of the organization

Responsibilities

The specific responsibilities of the Committee include, but are not limited to:

  • Monitoring the overall financial status of the organization
  • Supporting the development of the longer-term capitalization strategy as well as the current financial plan
  • Reviewing the draft financial plan prior to its consideration by the PEAK Grantmaking Board. The Finance Committee will ensure that:
    • The budget is appropriate when reviewed against the strategic plan
    • Any significant variances from prior years are understood
    • The underlying budget assumptions are reasonable
  • Determining the key performance indicators (KPIs) that the Board should use to monitor PEAK Grantmaking’s financial health
  • Monitoring spending vs. budget and monthly cash flow, ensures a quarterly balance sheet with consolidated accounting of all assets and current liabilities, monthly finance reports that show comparative balance sheets against the prior year’s period and be able to explain the overall financial health of the organization to the full board according to GAAP accounting
  • Developing policies with regard to investments, working capital, months of cash, and projects future budget, conferring with investment professionals, if needed, to assess the investment strategy and adjust as appropriate
  • Ensuring PEAK Grantmaking meets all financial filing requirements, including reviewing the Form 990 before it is submitted to the full Board
  • Working collaboratively with the Audit Committee to ensure the creation and updating of policies and procedures for key business practices on an as-needed basis

Structure

The Finance Committee is a standing committee of the PEAK Grantmaking Board. The Committee may form subcommittees to work on specific tasks (e.g., investment policy updates, etc.), but all decisions or recommendations by subcommittees shall be presented to the full Committee before being put before the Board.

Composition

The Committee’s chair is the Treasurer. The Committee does not have a set number of members required, however it is desirable to have 5-8 members. The Committee Chair appoints committee members. The Committee may be comprised of board members and non-board members with the applicable background and experience to support the committee’s work.

Meetings

The Committee will meet at least four times a year or when necessary at the call of the Committee Chair.

Staff Liaison

The Chief Operating Officer will serve as the staff liaison to this team to facilitate its work.

Audit Committee

The Audit Committee assists the board in fulfilling its oversight responsibilities with respect to (1) the audit of the organization’s books and records, (2) the system of internal controls that the organization has established, and (3) PEAK Grantmaking’s compliance with the Principles of Good Governance and Ethical Practice. The Committee should have a clear understanding with the outside auditors that they must maintain an open and transparent relationship with the Committee and that the ultimate accountability of the outside auditors is to the Board and Committee.

Responsibilities

In carrying out its oversight responsibilities, the Committee will:

  • Recommend to the board the selection, retention, or termination of the outside auditors
  • Review the scope and general extent of the outside auditors’ annual audit. The committee’s review should include an explanation from the outside auditors of the factors considered by the accountants in determining the audit scope, including the major risk factors. The outside auditors should confirm to the committee that no limitations have been placed on the scope or nature of their audit procedures.
  • Review annually with the executive director the fee arrangement with the outside auditors
  • Review with the executive director and outside auditors the organization’s accounting and financial reporting controls. Obtain annually in writing from outside auditors a letter regarding the adequacy of such controls.
  • Review with the executive director and outside auditors significant accounting and reporting principles, practices, and procedures applied by the organization in preparing its financial statements. Discuss with the outside auditors their judgments about the quality–not just the acceptability–of the organization’s accounting principles used in financial reporting.
  • Inquire as to the independence of the outside auditors and obtain from the outside auditors, at least annually, a formal written statement delineating all relationships between the outside auditors and PEAK Grantmaking, including other consulting work being performed by the outside auditors for the organization
  • Review PEAK Grantmaking’s compliance the Principles of Good Governance and Ethical Practice and set and implement annual plans for improving that compliance
  • Conduct annual review of conflict of interest statements

At the completion of the annual audit, review with the executive director and the outside auditors the following:

  • Results of the audit of the financial statements and the related report therein and, if applicable, a report on changes during the year in accounting principles and their application
  • Significant changes to the audit plan, if any, and serious disputes or difficulties the executive director encountered during the audit. Inquire about the cooperation received by the outside auditors during their audit, including access to all requested records, data, and information. Ask the outside auditors about any disagreements with the executive director that, if left unresolved, could have caused them to issue a nonstandard report on the organization’s financial statements.
  • Other communications as required to be conveyed by the outside auditors by current Accounting Standards relating to the conduct of the audit
  • Discuss the management letter and any “material” or “serious” recommendations that the outside auditors may have. The committee should review the executive director’s response to the letter and decide if any additional follow-up is needed

Authority

Subject to the prior approval of the board, the committee is granted the authority to investigate any matter or activity involving financial accounting and financial reporting, as well as the organization’s internal controls. In that regard, the committee will have access to the organizations’ external professionals to render advice and counsel in such matters

The committee will also be empowered to work with the board and other committees, and even to form limited-term, project-specific committees, to ensure PEAK Grantmaking is meeting the Principles of Good Governance and Ethical Practice.

Structure

The Audit Committee is a standing committee of the PEAK Grantmaking Board. The Committee may form subcommittees to work on specific tasks (e.g., investment policy updates, etc.), but all decisions or recommendations by subcommittees shall be presented to the full Committee before being put before the Board.

Composition

The Audit Committee Chair is appointed by the Governance Committee. The Treasurer will serve on the Audit Committee but not as the chairperson. The Committee Chair appoints the other committee members. The committee does not have a set number of members required, however it is desirable to have 3-4 members. The committee may be comprised of board members and PEAK Grantmaking volunteers with the applicable background and experience.

Meetings

The committee is to meet at least two times annually and as many additional times as the committee deems necessary. The committee is to meet in a separate executive session with the outside auditors at least once annually and at other times when considered appropriate.

Staff Liaison

The Chief Operating Officer will serve as the staff liaison to this team to facilitate its work.

Revenue Development Team

The Revenue Development Team will help to build PEAK Grantmaking’s Organization Membership, sponsorships, and grant funding base so that it has the resources to fulfill its stated mission. The Team members will lead the Board in participating in the organization’s fundraising efforts, set policies, and identify and address strategic issues which impact the ability to raise funds.

Responsibilities

  • Monitor and report on the progress toward the accomplishment of organization membership, sponsorships, and grant goals and objectives; advising staff on any necessary adjustments in the development work plan
  • Leverage board member connections to potential funders to support PEAK Grantmaking’s revenue goals
  • Participate in the identification, cultivation and solicitation of prospective funders and develop appropriate strategies for prospect engagement
  • Identify and address strategic issues (internal & external) which impact the ability to raise funds, such as timing of solicitations; regional fundraising, sponsorship fundraising and membership dues
  • Represent PEAK to members and funders; acting as an ambassador for the organization
  • Broaden the scope of funding sources and leverage philanthropic dollars
  • Set policies and benchmarks that drive the fundraising process
  • Develop strategies for ensuring 100% board giving
  • Monitor fundraising efforts to be sure that ethical practices are in place, that donors are acknowledged appropriately, and that fundraising efforts are cost-effective

Structure

The Revenue Development Team is an ad hoc committee of the PEAK Board. The Revenue Development Team may form subteams to work on specific tasks; all decisions or recommendations by subteams shall be presented to the full Team before being presented to the full Board.

Composition

The Team Chair is appointed by the Governance Committee. The Team Chair appoints other team members; the Executive Director may also recommend members. While the Team does not have a set number of members required, it is desirable to have 4-6 members from various industry sectors whose membership should be active and current. Team members may be comprised of both board members and volunteers, who can leverage support and are comfortable with raising funds for the organization.

Meetings

The team meets at least four times annually, prior to each board meeting, and as many additional times as the committee deems necessary.

Staff Liaison

The Membership Director will serve as the staff liaison to this team to facilitate its work.

Strategy Team

The Strategy Team oversees the strategic planning process and monitors the activities outlined in the strategic framework.

Responsibilities 

  • Provides oversight for the strategic planning process including guiding the board to focus on strategy, direction and the future of the organization
  • Ensures the Board fully participates in the strategic planning process
  • Sets expectations in meeting the strategic goals and objectives identified by the Board
  • Provides strategic advisement around new project or partnership opportunities that should be considered for inclusion in the plan as they arise for PEAK Grantmaking

Structure 

The Strategy Team is an ad hoc committee of the PEAK Grantmaking Board. The Committee may form subcommittees to work on specific tasks, but all decisions or recommendations by subcommittees shall be presented to the full Committee before being put before the Board.

Composition

The Committee Chair is appointed by the Governance Committee. The Committee Chair appoints the other committee members, which may be board members or non-board members. The committee does not have a set number of members required, however it is desirable to have 5-8 members.

Meetings

The team meets at least four times annually, prior to each board meeting, and as many additional times as the committee deems necessary.

Staff Liaison

The Executive Director will serve as the staff liaison to this team to facilitate its work.