Nonprofit Board Responsibilities: Use Your Own Form 990

If your nonprofit files a full Form 990, your board’s job description is already written. It is a numbered list, it is filed under your organization’s name, and anyone can read it. It sits in Part VI of the form, under the heading Governance, Management, and Disclosure, and most boards have never seen it.

That is the odd thing about board activation. The usual advice treats a passive board as a motivation problem and reaches for retreats, orientation binders, and a fresh round of committee assignments. Meanwhile the organization answers a short set of yes/no questions about its board every year, files them, and nobody reads the answers back to the people being described.

What the form actually asks about your board

Open the current Form 990 and turn to page 6. Section A asks how many voting members your governing body has and how many of them are independent. Then it asks, at line 8a, whether the organization “contemporaneously” documented the meetings held or written actions undertaken during the year by the governing body. Line 11a asks whether the organization “provided a complete copy of this Form 990 to all members of its governing body before filing the form.”

Section B is where the questions get uncomfortable. Line 12a asks whether the organization had a written conflict of interest policy. Line 12b asks whether officers, directors, trustees and key employees were “required to disclose annually interests that could give rise to conflicts.” Line 12c asks whether the organization “regularly and consistently” monitored and enforced compliance with that policy. Line 13 asks about a written whistleblower policy. Line 14 asks about a written document retention and destruction policy. Line 15a asks whether the process for setting the chief executive’s pay included “a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision.”

Eight questions. Each one answerable with a checkbox. Each one a description of what your board did or did not do last year.

The line the IRS prints above those questions

Section B does not open cold. It carries a parenthetical from the IRS itself: “This Section B requests information about policies not required by the Internal Revenue Code.”

Read that twice, because it changes what the section is. The IRS is not auditing you against a rule here. It is asking, on a form that becomes public, whether your board chose to do a set of things that no law obliged it to do. The conflict of interest policy is not mandatory. The whistleblower policy is not mandatory. The retention policy is not mandatory. The form asks anyway, and it records your answer permanently.

That makes Part VI Section B something more useful than a compliance checklist. It is a published statement about how seriously a board takes its own work, written in the board’s own hand, filed annually, and available to every funder who thinks to look. A grantmaker deciding between two organizations of similar size can pull both 990s and compare eight checkboxes in under a minute.

The activation problem, then, is not that board members lack enthusiasm. It is that nobody has ever handed them a task list with a deadline attached. Part VI is that list, and the filing date is the deadline.

Four moves that turn a No into an honest Yes

Work these in the order the form asks them. Each one needs a named owner and a date on the calendar, not a discussion item.

1. Fix the minutes first, because “contemporaneously” is doing real work in line 8a. Minutes reconstructed nine months later from memory and a calendar entry are not contemporaneous, and a board that cannot produce dated minutes has no record that it made any decisions at all. The fix is small: one person is named secretary, minutes are drafted within seven days of every meeting, and the board approves them by email vote before the next one. Put the drafting deadline in the meeting invitation itself so it travels with the event.

2. Run one disclosure round a year and put it on the same date every year. Line 12b is not asking whether conflicts exist. It is asking whether you required people to disclose them annually. That is a single email with a one-page form attached, sent to every officer, director, trustee and key employee, with a two-week return window. Pick a fixed date, ideally the meeting right after your fiscal year closes, and never move it. Line 12c then asks whether you monitor and enforce the policy, which in practice means the disclosures get read at a meeting and recorded in the minutes rather than filed unopened.

3. Adopt the two missing policies as a single agenda item. The whistleblower policy at line 13 and the document retention and destruction policy at line 14 are short documents, and boards stall on them mostly because nobody wants to draft from scratch. Keep both to a page. A whistleblower policy needs to say who a concern goes to when the concern is about the executive director, and that raising one cannot cost you your role. A retention policy needs a table of record types, how long each is kept, and who destroys them. The trap on both is length: a nine-page policy nobody has read produces a Yes on the form and a No in reality. The same discipline that makes an operating procedure survive applies here, and we walked through it in Process Documentation Template: Cut It to Five Fields.

4. Build the compensation file before you need it. Line 15a asks for three specific things: independent people making the decision, comparability data, and contemporaneous substantiation. In a small organization that means the executive director leaves the room, two or three board members with no financial stake in the outcome look at pay data for similar roles at similar-sized organizations in your region, and somebody writes down what was reviewed and what was decided on the day it was decided. If your organization has no paid chief executive, this line does not apply to you and you say so.

None of this requires money. It requires four dates and four names.

The catch: the smaller you are, the less anyone asks

This is where the scorecard gets thin, and it is worth knowing before you build a plan around it.

Which return your organization files depends on size. Per the IRS, an organization with gross receipts normally at or under $50,000 files the Form 990-N e-Postcard. One with gross receipts under $200,000 and total assets under $500,000 may file Form 990-EZ. Gross receipts at or above $200,000, or total assets at or above $500,000, and you file the full Form 990 (IRS filing thresholds).

Now search the Form 990-EZ for the words conflict of interest, whistleblower, or document retention. They do not appear. The form has no governance section at all. Its Part VI is a set of questions about lobbying, schools and campaign activity, not about how the board runs. The 990-N is a postcard.

So the questions that would most help a small, under-resourced board are asked only of organizations large enough to have probably answered them already. The standard disappears exactly where governance is weakest. If you file the EZ or the postcard, nothing stops you adopting the same eight questions as your own annual review, and doing it means you can answer them the day you cross the threshold rather than the year after.

Where an AI assistant is genuinely useful here, and where it is not

Two of these jobs are drafting jobs, and drafting is where an assistant earns its keep. Give it your organization’s actual facts, meaning your size, your staff structure, your state, and who reports to whom, then ask it for a one-page whistleblower policy and a retention schedule covering the record types you actually hold. Ask it to flag which decisions it had to guess at. The output is a starting draft for the board to argue with, not a policy.

The second job is the minutes backlog. If you have a year of meeting notes in various states of disrepair, an assistant is good at pulling them into a consistent format and listing which meetings are missing a record entirely. That list is the useful output. It tells you what you cannot honestly claim on line 8a.

What an assistant cannot do is adopt anything. Every one of these lines describes an act of the board: a vote, a disclosure, a decision recorded at the time. A drafted policy that was never voted on is a document, not a policy, and answering Yes on that basis is a false statement on a public filing. The board approves, or the answer is No. That split, where the tool does the drafting and a named human does the deciding, is the same one we argued for in Decision-Making Framework for Small Business Owners.

If you want the question set already structured, the free Engage and Activate Your Board prompt at BusinessPrompter.com works the principle into an implementation plan with steps, metrics and common pitfalls, which is a reasonable way to prepare the conversation before you take it to a meeting.

What this costs to run

You do not need a board portal to do any of the above. You need a folder your board can reach, dated files, and a shared calendar.

Google Workspace for Nonprofits is listed at $0 USD per user per month for eligible organizations, with Business Standard offered to nonprofits at $3.50 USD per user per month on a one-year commitment and Business Plus at $6.16 USD per user per month (Google for Nonprofits). That is enough for shared drives, a board calendar and the annual disclosure email.

If your board is large enough that document versions and signatures have become the bottleneck, a purpose-built portal starts to make sense. Boardable prices per user and bills annually, with Essentials at $20.99 per user per month, Professional at $29.99 and Professional+ at $35.99 (Boardable pricing). Run that math before you commit: a nine-member board on Essentials is roughly $2,267 a year, which for many small organizations is a program line rather than an admin line.

The honest sequence is to answer the eight questions with a free shared drive first. If the answers are still No a year later, the problem was never the software.

The part I would argue for hardest

Facts above, judgment here. The best reason to do this has little to do with the IRS and nothing to do with grant applications.

Every one of these policies exists to stop a small number of people from having to carry a hard call alone. A whistleblower policy is what allows a part-time bookkeeper to raise something about the executive director without gambling her role on it. A conflict disclosure is what saves a board member from having to volunteer, unprompted and in front of everyone, that his brother-in-law is bidding on the contract. A compensation process with real comparables is what stops a board from quietly underpaying the one person holding the organization together, because “we cannot afford more” was never tested against what the role actually pays elsewhere.

Governance documents get talked about as bureaucracy, and thin ones are. Good ones do the opposite: they take judgment that was resting on one exhausted person and spread it across a group that agreed in advance how to handle it. That is the same reason a written mission earns its place, which we made the case for in Personal Mission Statement: A Decision Filter for Owners.

One caveat worth stating plainly: the IRS says these particular policies are not required by the Internal Revenue Code, but state charity law is a separate matter and some states do impose their own governance and reporting requirements. Your state’s charity regulator is the place to check that, not the 990.

Before your next board meeting, look your own organization up on IRS Tax Exempt Organization Search, open your most recent Form 990, and read Part VI aloud to the room. The answers are already public. The only question is whether the board has ever seen what it filed.

Frequently asked questions

Are we legally required to have a conflict of interest or whistleblower policy?
Not by the Internal Revenue Code. Form 990 Part VI Section B states directly that it “requests information about policies not required by the Internal Revenue Code” (Form 990). The form still asks whether you have them and the answer is public, and separately, state charity law may impose its own requirements, so check with your state’s charity regulator.

Our nonprofit is small and files the 990-EZ. Does any of this apply?
Not as a filing obligation. The Form 990-EZ contains no governance policy questions at all. You can still run the same eight questions as an internal annual review, which matters if you expect to cross the full-990 threshold of $200,000 in gross receipts or $500,000 in total assets (IRS filing thresholds).

What does “contemporaneously” mean for board minutes?
It means the record was made at or near the time of the meeting rather than reconstructed later. Line 8a of Form 990 asks whether the organization contemporaneously documented meetings held or written actions undertaken by the governing body. A practical standard is a draft within a week and board approval before the following meeting.

Can we answer Yes on line 12a if the board approved a policy years ago and has not looked at it since?
Line 12a only asks whether a written policy exists, so a Yes is accurate. Lines 12b and 12c are the harder pair, because they ask whether annual disclosure was required and whether the policy was regularly and consistently monitored and enforced. A policy nobody has applied produces an honest Yes on 12a and an honest No on 12c.