IRS Form 990 filing deadline May 15, 2026, for Iowa nonprofits.

If you forgot, Form 8868 buys you six (6) more months. But only if you file it before midnight.

By Gordon Fischer

May 15, 2026

Today is “990 Day.” If your Iowa nonprofit runs on a calendar fiscal year, your annual return to the IRS is due today.

Most Iowa 501(c)(3) organizations must file some version of Form 990 every year. Miss three (3) years in a row and the IRS automatically revokes your tax-exempt status. So let’s talk.

Pick Your 990.

Four (4) versions, based on size:

  • Form 990-N (the “e-Postcard”): gross receipts normally fifty thousand dollars ($50,000) or less. Eight (8) questions. No extensions allowed.
  • Form 990-EZ: gross receipts under two hundred thousand dollars ($200,000) and total assets under five hundred thousand dollars ($500,000).
  • Form 990 (full version): gross receipts of two hundred thousand dollars ($200,000) or more, OR total assets of five hundred thousand dollars ($500,000) or more.
  • Form 990-PF: private foundations, any size.

All due today for calendar-year filers.

File Up.

You are allowed to file a longer 990 than the IRS requires. A 990-N filer can file a 990-EZ. A 990-EZ filer can file the full 990. Please consider it. Three (3) reasons.

One (1). Your 990 is public.

Donors read it. Foundations read it. Reporters read it. Charity Navigator, Candid, and ProPublica republish it. Anyone can find it in ninety (90) seconds.

Two (2). A clean 990 is a credibility document.

A thoughtful, organized Form 990 tells the world your nonprofit has it together. A sloppy, half-finished one tells the world the opposite. Same form, very different message.

Three (3). Schedule O is a gift. Use it.

Schedule O is the narrative section of Form 990 and 990-EZ. It is where the IRS invites you to explain, in your own words, your programs, your governance, your policies, and the operations behind the numbers. It is a free marketing page from the federal government.

Here is what a short Schedule O entry might look like:

“During 2025, the Anytown Iowa Food Pantry served four thousand two hundred (4,200) families across twelve (12) eastern Iowa counties, distributing more than one hundred eighty thousand (180,000) pounds of food. Our seven (7) member board meets monthly, reviews and approves the annual budget and audit, and conducts an annual conflict-of-interest disclosure for every director and officer. Our full board reviewed this Form 990 before it was filed. We adopted eleven (11) written policies, including a Conflict of Interest Policy, Whistleblower Policy, and Document Retention and Destruction Policy, all of which are available to the public on request.”

Three (3) sentences. Fifteen (15) minutes to write. Worth more than almost anything else on the form.

Bonus move: once you have filed a 990 you are proud of, post it on your own website. Link to it from your “About” or “Financials” page. Donors notice.

Behind? File 8868.

If today snuck up on you, audit is not done, books are a mess, treasurer just quit, board has not reviewed the draft, whatever: file IRS Form 8868 today and buy yourself six (6) more months.

Seven (7) things to know:

  1. It is automatic. No explanation required. Check the box, sign, submit.
  2. Six (6) full months. Pushes the calendar-year deadline from May 15, 2026, to November 16, 2026.
  3. File it today. Form 8868 must be filed by the original 990 deadline. May 16 is too late.
  4. E-file it. Same providers that e-file your 990. Fifteen (15) minutes.
  5. It does not extend time to pay. If you owe tax (rare for nonprofits, but possible on Form 990-T), pay today.
  6. Not for 990-N filers. e-Postcard filers cannot extend. The good news: the 990-N takes ten (10) minutes. Just file it.
  7. One (1) form per return. Need to extend a 990 and a 990-T? File two (2) separate 8868s.

File. Or Extend.

File your 990, or file your 8868. Both are fine. Doing nothing is not.

Three (3) consecutive missed years means automatic revocation of your tax-exempt status. Getting it back is a real project. Do not put your organization there over a fifteen (15) minute form.

Stuck? Email Me.

If you missed today’s deadline, are unsure which 990 to file, are worried about year three (3), want help writing a Schedule O narrative that actually says something, or want a second set of eyes on the draft return: I offer a genuine free one-hour consultation to any Iowa nonprofit. No catch, no pitch.

📧 Email: gordon@gordonfischerlawfirm.com.
We will work on it together.

######

Caitlin Clark walking to the tunnel - a lesson for Iowa nonprofit boards

By Gordon Fischer

May 13, 2026

The Indiana Fever drop Wednesday night to the Sparks in Los Angeles. Caitlin Clark again, against the team Iowa fans love to keep an eye on. Quick game, short flight, right back at it.

I wrote a longer piece this past weekend about Clark walking back to the tunnel for treatment during Saturday’s opener, and what that looks like in a nonprofit context (read the full post here). A few of you wrote back, which I love. So one quick follow-up while the season is still young.

Three questions for your next board meeting

If you only have ten (10) minutes on the agenda for the people part of governance, spend it on these three (3):

  • Who on our team has not taken real time off this year? Not “a long weekend.” Real time off. Name them out loud.
  • Who is doing two (2) jobs because we have not hired the second one? The treasurer doing the bookkeeping. The ED running development. The chair also chairing the campaign. Name them.
  • What is our actual plan to take that weight off, in writing, by the next meeting? Not “we will think about it.” A motion, a deadline, a person responsible.

That is it. Ten (10) minutes. You will be surprised what comes out of the room.

Why this matters in May

May is the month where it still feels possible to fix things. By August your ED has already used up whatever reserves she came into the year with, and by October you are in budget season, and by December you are trying to close the year. Right now, in May, you can still build the bench, still split the role, still hire the part-time bookkeeper, still give your chair a real break. Six (6) months from now, those same fixes are emergency surgery.

The Fever has a 44-game season ahead. So do you. Treat it like one.

Want to talk it through?

If something on the list above hit a nerve, I offer a genuine free one-hour consultation to any Iowa nonprofit. No catch, no pitch.

📧 Email: gordon@gordonfischerlawfirm.com
Tell me who on your team has been walking back to the tunnel. We will work on it together.

######

The Fever lost their season opener while Caitlin Clark kept walking back to the tunnel. Iowa nonprofit boards, here is the governance lesson.

By Gordon Fischer

May 9, 2026

The Indiana Fever lost their season opener today, 107-104, to the Dallas Wings. Close game. Kelsey Mitchell put up 30. Arike Ogunbowale led Dallas with 22. Caitlin Clark missed a potential game-tying three at the buzzer that rimmed out. And during the same game, Clark quietly became the fastest player in WNBA history to reach 1,000 points, 250 rebounds, and 250 assists. So, you know, a lot happening in one afternoon.

But here is what stuck with me, and what I want to write about. Clark looked uncomfortable for stretches of the game. Several times she went back to the tunnel for treatment, came back out, played, went back again. This is the same player who exited the preseason home opener early with a knee scare just over a week ago. She was cleared to play today, and she did play, and she played hard, and she nearly tied it at the end. So this is not a “should she have been out there” post. The Fever’s medical and training staff are professionals. Clark is a professional. Together, they made the call.

This is something I see in nonprofit work all the time, and yet it almost never gets talked about directly. The people running your organization are going “to play hurt.” Sometimes literally! More often, figuratively. How your board and your organization handle such issues is one of the quiet tests of governance.

The “play through it” instinct

Elite athletes are wired to play through things. So are good executive directors. So are good board chairs. So are most of the people who end up in nonprofit leadership in the first place. They care, the mission is real, the stakes feel enormous, and there is always one more thing to do. Nobody volunteers to lead an Iowa nonprofit because they are looking for an easy gig.

The trouble is that “play through it” without a structure around it becomes “burn out and quit,” or worse, “burn out and stay resentful for another two years.” I have watched it happen. The ED who hasn’t taken a real vacation in three years. The board chair who is also chairing the capital campaign and also serving on the audit committee. The treasurer who is doing the bookkeeping because the part-time bookkeeper left in October and nobody got around to replacing her. They are all going back to the tunnel between possessions, and they are all telling themselves they are fine.

What the training staff is for

Here is the part I want Iowa nonprofit boards to think about. Clark has a training staff. They watched her in warmups. They watched her in the first quarter. They pulled her back when something looked off. They cleared her when she was ready. They will look at film tonight and they will be in her ear tomorrow morning. That is the job, and the job is constant.

Your nonprofit’s “training staff” is your governance structure. It is the chair checking in with the ED in a real way, not just “how are things going” at the top of the board meeting. It is the executive committee paying attention to whether the ED has used any vacation. It is the audit committee actually asking the treasurer, “is this still working for you, or do we need to hire somebody?” It is the personnel committee making sure the staff handbook has reasonable PTO and that people are taking it. It is the board having an honest annual conversation about whether the chair, the ED, and the key committee chairs are sustainable in their roles, or whether the role itself needs to be split, or whether somebody on the bench needs to start getting minutes.

None of this is glamorous, and very little of it shows up meaningfully on a 990. But it is the difference between a team that can absorb a bad night and one where a single tweaked something becomes a season-ending problem.

The governance test

So a question for your next board meeting, sometime in the next month, ideally on the agenda and not in the parking lot afterward: who on our team has been going back to the tunnel? The ED who is “fine” but has not taken a Friday off since January? The board chair who told you in March she was tired? The development director carrying two open positions on her team? Name them. Then ask the harder question: what are we, as the people who actually have authority over this, going to do about it?

That is governance. Not the policy binder, not the 990, not the strategic plan on the shared drive. The thing where the people in charge notice that a key player keeps walking back to the tunnel, and they actually do something about it before the buzzer-beater rims out.

One more thing

A close loss in May is not the end of anything. The Fever play Wednesday at the Sparks. They have a season ahead of them. Caitlin Clark just made history, in a loss, while uncomfortable, and she will be on a plane to Los Angeles in a couple of days. That is what professionals do.

What I am asking is that you treat the people running your nonprofit with the same seriousness that the Fever treats Caitlin Clark. Watch them. Build the structure around them. Pull them out when they need to come out. Put them back in when they are ready. And build a bench, like we talked about in previous posts, so that nobody on your team has to play 40 minutes a night for 44 games.

If you are on the board of an Iowa nonprofit and somebody on your team has been going back to the tunnel a little too often this year, I offer a genuine free one-hour consultation to any Iowa nonprofit. No strings, no catch, no pitch at the end.

📧 Email: gordon@gordonfischerlawfirm.com. Tell me who on your team needs a
breather, and what’s keeping them from getting one. We’ll work on it together.

######

On Indiana Fever opening day, Iowa nonprofit lawyer Gordon Fischer shares twenty-two (22) governance lessons every Iowa nonprofit can learn from Caitlin Clark — from Articles and Bylaws to DEI and Social Media Policies.

On Indiana Fever opening day, Iowa nonprofit lawyer Gordon Fischer shares twenty-two (22) governance lessons every Iowa nonprofit can learn from Caitlin Clark — from Articles and Bylaws to DEI and Social Media Policies.

May 9, 2026

By Gordon Fischer

Today at noon Iowa time, Caitlin Clark and the Indiana Fever open the 2026 WNBA season against the Dallas Wings at Gainbridge Fieldhouse in Indianapolis. First game. Fresh start. New season.

I am PUMPED.

Last season was rough. A groin injury. An ankle sprain. Two separate quad strains. Just thirteen (13) regular-season games for Clark. And yet a Fever team carrying that injury list still pushed the reigning champion Las Vegas Aces to five (5) games in the semifinals. They went down swinging in overtime in Game Five. They earned every minute of this offseason.

And here is where I am going to make a turn that will surprise no one who reads this blog.

Iowa nonprofits, that was a lot of you, too.

Federal funding has wobbled. State funding has wobbled. Tax and regulatory expectations have kept changing. DEI has been under intense pressure. Long-time leaders have retired. Donor bases have aged. Many of you have spent the past twelve (12) to eighteen (18) months absorbing hits while still showing up for your communities. You are healthier now than you were six (6) months ago. You are ready to think about what the next year looks like. Clark wears number twenty-two (22). She wears it because she was born on January 22, 2002, and the number followed her from Iowa to Indiana like a second name.

So in honor of opening day, here are twenty-two (22) lessons your Iowa nonprofit lawyer has learned watching Caitlin Clark — first at Iowa, now in Indiana — and how each one applies to the Iowa nonprofits I have spent thirty (30) years working with, from Atlantic and Belle Plaine to Williamsburg and Zwingle and everywhere in between.

Twenty-two (22) is her start. Let it be your start, too.

PART ONE: PREPARATION (Lessons #1–#5)

Clark was playing in boys’ rec leagues at age five (5) because her dad could not find a girls’ league. She was playing several years up by age thirteen (13). The work was done before the spotlight ever arrived.

For your nonprofit, the equivalent of those early-morning gym sessions is your Articles of Incorporation and your Bylaws, adopted by your board. The legal foundation that makes everything else possible. If yours were copied from another organization, copied from another state, or last touched a decade ago, you are playing on a cracked court.

Lesson #2. Read the rulebook before tip-off.

Clark did not show up to her first WNBA game and discover the three-point line was a different distance.

Pros know the rules cold.

Iowa nonprofits operate under Iowa Code Chapter 504, the Revised Iowa Nonprofit Corporation Act. Federal tax-exempt nonprofits operate under Section 501(c)(3) of the Internal Revenue Code. Every officer and director should know what those two (2) bodies of law expect. Not memorize them. Know they exist, know what they cover, and know who to call when a question comes up.

Lesson #3. The playbook lives in writing.

Coaches do not run plays from memory. They draw them up. They write them down. They review them before the game and during it.

Your nonprofit’s playbook is your Bylaws, supported by your full set of governance policies. If your board cannot point to where it says how meetings are called, how votes are counted, or how officers are elected, you are running plays from memory. That works fine until it doesn’t.

Lesson #4. Conditioning matters more than highlight reels.

The reason Clark could play forty (40) minutes in the WNBA semifinals is the same reason she could play forty (40) minutes in the Big Ten Tournament — years of cardio, weights, film study, and rest. Highlight reels happen because conditioning happened first.

Conditioning for a nonprofit is your Financial Policies and Procedures. Who approves spending. Who signs checks above what amount. Who reconciles the bank account. Who is allowed to make a wire transfer. Boring, repetitive, every single day. And if you do not have it, you may not survive a hard year.

Lesson #5. Know the season schedule before the season starts.

The Fever’s 2026 schedule was published months ago. Forty-four (44) games. Every tip-off. Every opponent. For your nonprofit, the equivalent is your IRS Form 990 Review Policy – knowing when Form 990 is due, who prepares it, who reviews it, and how the board signs off before it is filed. Form 990 is a public document. Major donors read it. Foundations read it. Reporters read it. Treat it like a championship game and prepare accordingly.

PART TWO: ACCOUNTABILITY (Lessons #6–#10)

Iowa basketball did not get Iowa basketball by hoping. It got there by being honest about what was working and what was not.

Lesson #6. Disclose conflicts before someone else discloses them for you.

When Clark signs a name, image, and likeness deal, it gets disclosed. Publicly. Up front. Your nonprofit needs the same instinct, captured in a Conflict of Interest Policy. A board member with a financial stake in a vendor. An officer whose spouse runs a competing organization. A donor whose family business is up for a contract. None of these is automatically a problem. All of these are automatically problems if there is no policy, and they remain undisclosed.

Lesson #7. Pay people fairly and write down how you decided.

WNBA salaries are public. So are nonprofit executive salaries. Your Compensation Policy explains how your board decides what to pay people, what comparability data it uses, and how conflicts are handled when the board sets executive pay. Donors, regulators, and your own staff can all read your Form 990. Make sure the answers add up.

Lesson #8. Protect the people who tell the truth.

Every team needs the player who will say “that play isn’t working.” Every nonprofit needs the staff member or volunteer who will say “that grant report doesn’t match what we actually did.” Federal law makes it a crime to retaliate against someone who reports suspected wrongdoing to law enforcement. A Whistleblower Policy creates a clear, trusted internal process for raising concerns and explicitly protects people who come forward in good faith. If your nonprofit does not have one, the people who notice the problems may stay quiet.

Lesson #9. Decide which gifts you will accept before someone offers one you cannot refuse.

Caitlin Clark won’t accept just any endorsement. She has standards, contracts, and people who help her say no. Your nonprofit needs the same instinct in writing — a Gift Acceptance Policy. This is the document that lets you politely decline a piece of contaminated real estate, a closely held business interest with no buyer, or the well meaning donor who wants to give you a racehorse. (Yes, that has actually come up.)

Lesson #10. Know what is public and what is not.

Some things about Clark are public — her stats, her contract, her endorsements. Other things are not — and her team is no doubt clear about the difference. Your nonprofit needs a Public Disclosure Policy that explains which documents must be made available on request (Form 990, your IRS determination letter, your Form 1023) and which stay internal. Transparency is not the same as oversharing.

PART THREE: STEWARDSHIP (Lessons #11–#15)

Caitlin Clark’s career is not just about scoring. It is about taking care of what she has been given — her talent, her platform, her teammates. Stewardship is the quiet half of greatness.

Lesson #11. Save the receipts.

Champions document everything. So should nonprofits. Your Document Retention and Destruction Policy (sometimes called a DRD Policy) tells you what to keep, how long to keep it, where to keep it, and how to securely destroy it when the time comes. It covers paper records and electronic records, including emails and text messages. Without one, you keep everything forever (a privacy and storage problem) or throw things away too quickly (a legal and audit problem).

Lesson #12. Protect what was entrusted to you.

Donor information. Beneficiary information. Personnel records. Board deliberations. People share things with your nonprofit because they trust your nonprofit. A Confidentiality Policy defines what is confidential, who is responsible for protecting it, and what happens when confidentiality is breached. Confidentiality is not about hiding things. It is about protecting people.

Lesson #13. Invest with intention.

I’ll bet Clark’s 2025 injuries forced her to think long-term. Iowa nonprofits with reserves or endowments should think the same way about their assets. Your Investment Policy defines who makes investment decisions, what risk tolerance is acceptable, how performance is measured, and how the board exercises oversight.

Lesson #14. Raise money the way you would want to be asked.

Almost every Iowa nonprofit raises charitable funds in some form. A Fundraising Policy addresses compliance with local, state, and federal laws and the ethical norms your nonprofit chooses to follow. It covers both soliciting donations and receiving them. It is the document you reach for when a donor asks something you have not been asked before. It is also how you keep the values of your mission inside the way you ask for support.

Lesson #15. Pull up the mission and read it out loud.

At least once a year. At a board meeting. Out loud.

Ask whether your mission statement still describes what your nonprofit actually does. If it does, recommit to it. If it does not, fix it. A mission statement that no longer matches the work is a surprisingly common issue.

PART FOUR: COMMUNITY (Lessons #16–#22)

Caitlin Clark is the most famous basketball player in Iowa history, and she still goes home, still texts her high school coach, still wears the jersey that says where she came from. Greatness is local before it is national.

Lesson #16. Take care of the people who do the work.

If your nonprofit has even one employee, you need an Employee Handbook. It is your culture in writing. It covers anti-discrimination, harassment, benefits, time off, remote work, technology use, and at-will employment. It should include a clear acknowledgment form and language reserving the right to update policies. A good handbook reduces or even eliminates conflict before it starts.

Lesson #17. Get individual roles in writing.

Different from the Handbook. Employee Agreements are individual contracts. They define the role, the compensation, the benefits, the review schedule, the termination conditions, and any non-compete or dispute resolution provisions. Especially critical for executive directors and other senior roles.

Lesson #18. Classify workers correctly.

If your nonprofit works with freelancers, consultants, or contractors, get the relationship in writing through Independent Contractor Agreements. Iowa has strict rules on worker classification. Misclassifying a worker as an independent contractor when they should be treated as an employee creates tax, insurance, and even potential criminal exposure. This is one of the easiest mistakes for a small Iowa nonprofit to make and one of the most expensive to fix.

Lesson #19. Honor your volunteers.

If your Iowa nonprofit relies on volunteers — and most do — you need a Volunteer Policy. It covers role descriptions, time expectations, training, code of conduct, confidentiality obligations, liability and insurance considerations, and emergency contact information. A Volunteer Policy protects your volunteers and protects your organization. It also makes volunteer onboarding feel like joining something serious instead of just showing up.

Lesson #20. Post like the world is watching, because it just might be.

Clark has no doubt drafted a tweet, thought better of it, and never hit send. A Social Media Policy covers who posts, what they can post, what is off-limits, how donor information is handled online, and what happens when a staff member’s personal post creates an organizational problem. Every Iowa nonprofit has a social media presence. Most do not have a Social Media Policy. That gap could be where the next crisis lives.

Lesson #21. Stand for who you serve.

I am aware that DEI is under intense scrutiny right now. That is exactly why a thoughtful, written, mission-aligned Diversity, Equity, and Inclusion (DEI) Policy matters more than it did three (3) years ago, not less. A DEI Policy is not a slogan. It is a commitment to fair hiring, equitable pay, transparent promotion, and inclusive board recruitment, written down in your organization’s own voice. It tells your staff who you are, your donors who you are, and your community who you are. Iowa nonprofits should not abandon this work because the political weather has changed. Your fave nonprofit’s mission did not change.

Lesson #22. Celebrate the people who got you here.

Clark wears number twenty-two (22) because she was born on January 22, 2002. But she got to be Caitlin Clark because of everyone around her — the family that stood courtside through every game, the West Des Moines coaches and teammates and AAU programs that built her before anyone outside Iowa was paying attention.

Your nonprofit has the same kind of people. The founding board members. The first donor who said yes when you had nothing to show. The volunteer who has been there for fifteen (15) years. The staff member who took the pay cut because they believed in the mission.

Write them into your annual report. Read their names at the gala. Put them on the wall. That is governance, too. That is what twenty-two (22) is really about.

Why Twenty-Two (22)? Why Now?

You did not choose your founding date. You did not choose the year a federal program got cut, or the year a longtime donor passed away, or the year your executive director announced retirement. The calendar handed those things to you.

What you get to choose is how you react. Whether they become the start of something stronger or the end of something tired. Whether the offseason becomes the year you finally got the goals right, or the year you ran out of time.

Today at noon Iowa time, Clark and the Fever face the Dallas Wings in both teams; opener. I hope your nonprofit is ready for its own opening day.

Need Help Getting Your Twenty-Two (22) in Order?

I draft, review, and revise full governance packages for Iowa nonprofits, including Articles, Bylaws, core policies, and more. I offer a free one-hour consultation to any Iowa nonprofit. No invoice. No catch. Just help.

Email me anytime: gordon@gordonfischerlawfirm.com
#GoCaitlinClark #GoNumber22 #GoFever #GoHawks

WNBA Opening Night: Five Things Iowa Nonprofits Can Learn From Ballers. Showing a basketball hoop.

WNBA Opening Night: Five Things Iowa Nonprofits Can Learn From Ballers

May 8, 2026

By Gordon Fischer

WNBA opening night is Friday, May 8. Three games Friday, three more Saturday, and a five-game Sunday slate.

Thirtieth season. Two new teams: Toronto and Portland. A new CBA the players actually voted for. The Aces enter the season having won sixteen straight regular-season games to close out 2025. Caitlin Clark and Paige Bueckers on the same floor Saturday (noon on ABC). I mean, come on.

Before I continue: if you like the W and you don’t already listen to the awesome podcast HomeStans, go subscribe. It’s a mother-daughter podcast, Mia Hunt and her mom Christine Selk, and they’re sharp, they’re funny, and they actually watch the games. You can find them on Spotify, on Apple Podcasts, and on Audible. Subscribe, listen, leave a five-star review. The review part matters more than people realize, as indie podcasts move up and down in the algorithm based on that stuff, and it costs you maybe thirty seconds of your life.

Anyway, the point of this post: I have been doing nonprofit law for a long time now, and watching basketball for longer than that, and at some point a few years ago it occurred to me that the nonprofits I was helping and the teams I was watching had way more in common than either group knew. So here are five things – five, because I had to stop somewhere, that Iowa nonprofit boards could stand to learn from a good basketball team.

1. Everybody has a position. Play yours.

You generally don’t see Caitlin Clark setting screens in the post. You generally don’t see A’ja Wilson running point full time. Not because either of them couldn’t do it. Ultra-elite athletes can do a lot of things, but because that’s not the job. The point guard runs the offense. The center protects the rim. Roles.

Most board dysfunction I see, and I see a fair amount, comes down to people not knowing what their job is or, worse, drifting out of position. The chair starts second-guessing the executive director’s day-to-day. The treasurer wants to weigh in on programming. A board member who is really passionate about the new website redesign starts emailing the staff directly. It’s all coming from a good place. It also breaks the offense.

If your board hasn’t sat down and written out, in plain English, what each officer does and doesn’t do and what the full board does versus committees versus staff, that’s the first thing. It’s not glamorous work, but it pays for itself the first time you avoid a turf battle.

2. Coaches coach. Players play. Refs ref.

Picture Becky Hammon grabbing the ball in the middle of a possession to take a shot herself. You can’t picture it because it doesn’t happen. The coach coaches. The players play. The refs do their thing, and we all yell at them, and that’s how it works.

Same setup at a nonprofit. The board is the coaching staff. They set the strategy, they hire and evaluate the executive director, they watch the financials. The ED and the staff are the players, they actually run the programs and do the work. Counsel and the auditors are, in this metaphor, the refs. They keep you in bounds.

The trouble starts when a board decides it wants to play. Editing the staff’s newsletter copy. Rewriting the program calendar. I once had a board chair tell me, with a straight face, that she liked to “drop in unannounced” at the office to see how things were going. Reader: do not do this. Govern the organization. Let the staff run it.

3. Have a playbook. (Yes, this means policies.)

I know, I know. Policies. The least exciting part of running a nonprofit, right behind “reconciling the bank statement.” But every team in the W has a playbook, because freelancing every possession is a really good way to lose.

Your playbook is your policies: conflict of interest, document retention, whistleblower, gift acceptance, financial management, public disclosure, executive compensation. Some of these the IRS asks about on the 990, others are just best practice, and all of them seem like overkill until the day they aren’t. A donor wants to make a gift that benefits a board member’s company. An employee gets fired and threatens to sue. A reporter calls. The IRS wants to chat. In every one of those moments, the policy you had a lawyer write, voted on, trained on, and actually followed is the thing that saves you.

Quick test: pick any board member at random and ask them to name three of your policies. If you get blank stares, that’s a clue.

4. Don’t skip the preseason.

WNBA preseason ran from April 25 to May 3 this year. Nine days of practice, scrimmages, and rookies trying to learn the system before any of it counts. Nobody walks onto the floor on opening night cold.

And yet, I cannot tell you how many boards I’ve worked with that recruit a new director, the director says yes, and the next thing that happens is them showing up to a meeting where everybody else already knows the issues, the players, the inside jokes. They sit there for 45 minutes trying to figure out what an FFA is or who Marie is or why everybody hates the landlord. By the third meeting they’ve checked out.

Onboarding doesn’t have to be elaborate. The articles, bylaws, and policies. The last couple years of financials and 990s. The strategic plan, if you have one (and if you don’t, that’s its own blog post). A coffee with the board chair. A coffee with the ED. A program tour. That’s a couple of hours of someone’s time, max, and it makes the difference between a board member who contributes by month two and one who’s still treading water at month eight.

5. Build a bench.

The Aces won sixteen in a row to end last season. Phenomenal. But A’ja Wilson can’t play 40 minutes a night for 44 games, and she didn’t, because Vegas has a bench. That’s the difference between a good team and a championship team, you can lose your starter and not lose the season.

So I’ll ask the question I ask every board I work with: what happens if your chair has to step down tomorrow? What if your ED gets a better offer? What if your treasurer, the one who actually understands the budget, moves to Phoenix? If the honest answer is some version of “oh god,” you’ve got a depth problem.

The fix isn’t fancy. A real succession plan for the ED, in writing, that everybody on the board has read. A vice president who’s being prepared to be president, not just somebody filling the slot. Committee chairs who are bringing along the next committee chair. Term limits that actually move people through the rotation instead of letting the same five people serve forever (and burn out and quietly resent it). You build the bench when you don’t need it. By the time you need it, it’s too late.

One more thing

None of this is rocket science. Honestly, none of it is even basketball science! It’s just paying attention to the boring fundamentals while the highlight-reel stuff is happening around you like the new building, the big grant, the gala, whatever. The fundamentals are what hold you up when the highlight stuff goes sideways, which it always eventually does.

Tip-off is Friday. Go Fever. Go Tempo. Go Fire. Go everybody! And if you get a chance this weekend, between quarters, or between games, take a hard look at your nonprofit’s positions, playbook, preseason, and bench, and ask yourself which one you’ve been ignoring. Then fix that one first.

If you work with an Iowa nonprofit and reading this made you wince about positions, playbook, preseason, or bench, I offer a genuine free one-hour consultation to any Iowa nonprofit. No strings, no pitch at the end, no funnel.

📧 Email gordon@gordonfischerlawfirm.com. Tell me which of the five you’ve been ignoring. We’ll work on it together.

February 6, 2026

Why Every Nonprofit Needs a Clear Document Retention Policy

Strong nonprofits are built on strong systems. One of the most important — and often overlooked — systems is a Document Retention Policy.

Managing information may not feel urgent compared to fundraising or programming, but it is foundational. A thoughtful Document Retention Policy protects your nonprofit’s legal compliance, operational efficiency, and long-term stability.


A solid Document Retention Policy doesn’t just organize your files — it strengthens your nonprofit’s efficiency, privacy protections, and legal compliance.

What a Document Retention Policy Does

At its core, a Document Retention Policy creates clarity and consistency.

It establishes:

  • What types of records your nonprofit keeps

  • How long each category of record is retained

  • How documents are labeled and stored

  • How and when records are securely destroyed

This applies to both physical records (such as contracts, board minutes, and financial statements) and electronic records (including emails, databases, and cloud-based documents).

Without written standards, organizations often rely on informal practices. Some records are kept indefinitely. Others are deleted too quickly. Over time, that inconsistency can create risk and confusion.

A written policy eliminates guesswork.

Why This Matters for Governance

A Document Retention Policy plays a central role in responsible nonprofit governance.

When properly implemented, it helps your organization:

  • Meet federal and state legal requirements

  • Protect sensitive and confidential information

  • Improve workflow and document accessibility

  • Strengthen organizational accountability

Clear retention timelines prevent both over-retention and premature destruction of important records. They also ensure that, when documents are requested by regulators, auditors, or stakeholders, your nonprofit can respond efficiently and confidently.

Effective record management reflects effective leadership.

Compliance is not accidental — it is structured.

A Document Retention Policy provides the framework that allows your nonprofit to manage information responsibly and consistently. When boards and staff understand what must be kept, for how long, and how it should be handled, the entire organization benefits.

What a Strong Policy Includes

A comprehensive Document Retention Policy should:

  • Identify the categories of records maintained by the nonprofit

  • Specify minimum retention timelines for each category

  • Describe labeling and storage procedures

  • Outline backup practices for electronic records

  • Explain how documents are securely destroyed when retention periods expire

The goal is to create a system that is practical and workable while still firm enough to ensure compliance.

When expectations are clear, day-to-day operations become smoother — and leadership can focus on advancing the mission.

The Bottom Line

If your nonprofit is reviewing its governance policies, a Document Retention Policy deserves attention.

It supports transparency.
It promotes accountability.
And it reinforces your organization’s commitment to responsible management.

Strong governance requires more than good intentions — it requires structure.

Need Help Creating or Updating Your Policy?

The Gordon Fischer Law Firm can help Iowa nonprofits with: drafting, revising, and editing the ten governance policies expressly referenced by the IRS on Form 990 — including Document Retention Policies — tailored to your mission and operations.

📧 Email: gordon@gordonfischerlawfirm.com

January 26, 2026

Before we get into what makes a good Whistleblower Policy, here are four real-life examples of why nonprofits need them:

  1. A long serving bookkeeper notices unexplained reimbursements approved by the executive director but fears reporting them because the director controls her job.
  2. A volunteer becomes aware that restricted donor funds are being used for unrelated expenses but does not know who to tell or whether speaking up could jeopardize their role.
  3. A staff member witnesses repeated harassment by a senior manager and worries that reporting the behavior will quietly end their career at the organization.
  4. A board member learns that required filings have not been made for several years and is concerned about personal liability if the issue is ignored.

In each of these situations, wrongdoing continues not because people are unaware of it, but because they do not feel safe reporting it. A clear Whistleblower and Retaliation Protection Policy is designed to solve exactly this problem.

As a member of a nonprofit organization, wouldn’t you want to know if someone inside the organization was acting illegally, unethically, or contrary to its mission? Nonprofits exist to serve the public good and depend heavily on trust, transparency, and ethical conduct. Yet studies consistently show that reporting drops sharply when organizations lack a clear and credible whistleblower policy.

A well drafted Whistleblower Policy creates a structured, trusted process for raising concerns. It protects individuals who come forward, helps leadership address problems early, and reduces
legal and reputational risk. This blog post explains what a whistleblower policy is, why it matters, who it protects, how it works in practice, and the best practices every nonprofit should consider adopting.

What It Means to “Blow the Whistle”

To “blow the whistle” means to report suspected wrongdoing within an organization. A whistleblower policy establishes formal guidelines for employees, board members, volunteers, and others to follow when they become aware of potential misconduct.

The goal is not punishment. The goal is early detection, accountability, and correction before harm spreads. Effective policies encourage reporting by assuring individuals that they can raise
concerns without fear of retaliation, job loss, or reputational damage. Federal and state laws across the United States reinforce this principle by protecting whistleblowers from retaliation and encouraging internal reporting before problems escalate.

Legal Framework and IRS Expectations

Federal law explicitly protects whistleblowers. Section 1107 of the Sarbanes-Oxley Act, codified at 18 U.S.C. § 1513(e), makes it a federal crime to knowingly retaliate against a person for providing truthful information to law enforcement about a possible federal offense. Penalties can include fines and imprisonment of up to ten years, and the law also prohibits destruction of evidence.

Practically speaking, this means nonprofit leaders must take whistleblower complaints seriously, preserve documents, and avoid any actions that could be perceived as retaliation, even indirectly. Iowa law reinforces these principles. The Iowa Nonprofit Corporation Act, Iowa Code chapter 504, imposes fiduciary duties of care, loyalty, and obedience on directors and officers. When credible concerns about misuse of funds, conflicts of interest, or legal noncompliance are raised and ignored, directors and officers risk breaching those duties. A whistleblower policy provides a documented process for receiving and addressing concerns, which can be critical in demonstrating that leadership acted prudently and in good faith.

Iowa nonprofits should also be mindful that retaliation claims may arise under Iowa common law, Iowa civil rights statutes, and federal employment laws applied in Iowa courts. Even volunteers and independent contractors may assert claims when adverse actions follow protected reporting.

The Internal Revenue Service reinforces these expectations through Form 990. Although a whistleblower policy is not technically mandatory, the IRS asks whether one exists and treats it as a hallmark of good governance. To meet the Form 990 standard, the policy must clearly state that the organization protects individuals who report suspected violations of law or organizational policy in good faith.

Why Whistleblower Policies Are Essential for Nonprofits

Nonprofits rely on public trust, donor confidence, and community credibility. This is especially true in Iowa, where many nonprofits operate in close-knit communities and rely on long-term relationships with donors, volunteers, and local stakeholders. Many Iowa nonprofits advocate publicly for accountability, fairness, and ethical conduct. That mission is undermined if similar misconduct is tolerated internally or handled informally behind closed doors.

A strong whistleblower policy helps Iowa nonprofits:

  • Identify problems early, when they are easier and less costly to fix
  • Reduce the risk of regulatory scrutiny by the IRS, Iowa Attorney General, or Iowa Secretary of State
  • Demonstrate that directors and officers are fulfilling their fiduciary duties under Iowa law
  • Protect staff, volunteers, and board members from retaliation
  • Preserve public trust in smaller communities where reputational harm can spread quickly

Without a clear policy, individuals may stay silent, misconduct may continue unchecked, and organizations may face far greater legal, financial, and reputational consequences later.

Who the Whistleblower Policy Is For

A whistleblower and retaliation protection policy should apply broadly. It should cover:

  • Employees
  • Officers and directors
  • Volunteers
  • Independent contractors
  • Vendors
  • Clients and other stakeholders

Even organizations with no paid staff need whistleblower protection. Volunteers often have direct access to sensitive information and must feel safe raising concerns.

When and Where to Report Misconduct

Concerns should be reported as soon as reasonably possible. Prompt reporting allows the organization to stop ongoing harm, preserve evidence, and respond appropriately. Best practice policies provide multiple reporting channels, such as:

  • A direct supervisor
  • Another manager or officer
  • A designated ethics or compliance contact
  • The board chair or audit committee
  • An external or anonymous reporting mechanism

Multiple options are essential, especially when the concern involves a supervisor or senior leadership.

Covered Wrongdoing

A well drafted policy clearly defines the types of conduct that may be reported, including:

  • Fraud or financial misconduct
  • Theft or misuse of organizational assets
  • Violations of law or regulations
  • Conflicts of interest
  • Discrimination or harassment
  • Violations of confidentiality obligations
  • Unsafe or unhealthy working conditions
  • Abuse of authority
  • Retaliation against whistleblowers

Clear definitions reduce uncertainty and encourage reporting.

Reporting Procedures

Effective policies explain how to report concerns and make the process accessible. Best practices include:

  • Clear written reporting instructions
  • Options for confidential or anonymous reporting
  • Identification of who receives and reviews reports
  • Escalation paths if concerns are not addressed

Good documentation protects both the whistleblower and the organization.

Investigation Procedures

Once a report is received, the organization must act promptly and responsibly. The policy should describe:

  • How investigations are initiated
  • Who conducts them
  • How evidence is collected and preserved
  • Expected timelines
  • How findings are documented and addressed

Investigations should be objective, thorough, and conducted by individuals with appropriate independence and authority.

Confidentiality

Confidentiality is critical to effective whistleblower protection. Policies should commit to maintaining confidentiality to the greatest extent reasonably possible. While absolute confidentiality cannot always be guaranteed, especially if legal proceedings follow, failing to promise confidentiality at all will strongly discourage reporting.

Protection Against Retaliation

The policy must clearly prohibit retaliation. Retaliation includes termination, demotion, harassment, intimidation, reduced hours, or any adverse action taken because someone reported
concerns in good faith. Anyone who retaliates should face discipline, up to and including termination or removal from office or board service.

Good Faith Reporting and False Allegations

Whistleblowers must act in good faith and have reasonable grounds to believe misconduct has occurred. Knowingly false or malicious allegations should result in discipline. Importantly, an allegation that cannot be substantiated does not mean it was made in bad faith.

Disciplinary Action and Outcomes

Policies should outline potential consequences when allegations are substantiated, including corrective action, discipline, or termination. They should also address consequences for retaliation and bad faith reporting.

Training and Communication

This is critical. A whistleblower policy is ineffective if people do not know it exists or how to use it.

For Iowa nonprofits, this section should align closely with other governance disclosures and practices reflected on IRS Form 990, including policies addressing conflicts of interest, document retention and destruction, compensation review, and Form 990 review and approval itself. The IRS looks at governance holistically, not in isolation. Best practices include:

  • Distributing the policy during onboarding
  • Providing periodic training
  • Including the policy in employee handbooks
  • Training investigators on process and confidentiality

Consistent implementation across these policies strengthens credibility if the organization’s governance practices are ever reviewed by the IRS or state regulators.

Support for Whistleblowers

This is equally important. Whistleblowers often experience stress, fear, or emotional strain. Providing access to support resources demonstrates a genuine commitment to ethical culture and
reinforces trust.

Policy Review and Updates

Whistleblower policies should be reviewed periodically and updated to reflect changes in law, organizational structure, and best practices.

Conclusion

A well designed whistleblower and retaliation protection policy is a cornerstone of strong nonprofit governance. It protects individuals, strengthens organizational integrity, and reinforces public trust.

For Iowa nonprofits, whistleblower protection should be viewed alongside other core governance practices reported on IRS Form 990, including conflict of interest policies, document retention policies, compensation approval processes, and board oversight procedures. These policies work together to demonstrate that directors and officers are meeting their fiduciary obligations under Iowa law.

Nonprofits should not treat whistleblower policies as boilerplate or check-the-box documents. They should be tailored to the organization’s structure, actively implemented, and supported by leadership.

I advise Iowa nonprofits on governance, compliance, and risk management. I work with Iowa charities, churches, foundations, associations, and membership organizations to draft, review, and align whistleblower policies with Articles of Incorporation, Bylaws, Form 990 disclosures, and the full suite of IRS-recommended governance policies.

If your Iowa nonprofit needs assistance drafting, reviewing, or updating a whistleblower policy or strengthening its overall Form 990 governance framework, contact me anytime. I offer free consultations. My email is: gordon@gordonfischerlawfirm.com

January 22, 2026

If your nonprofit holds financial assets—whether as operating reserves, short-term funds, or long-term endowments—having a written Investment Policy is essential for responsible stewardship and sound governance.

What is an Investment Policy?

An Investment Policy is a formal set of guidelines that explains who makes investment decisions, how those decisions are made, and what goals and limits guide investment activity. It provides clarity on acceptable asset types, risk tolerance, reporting expectations, and the procedures your organization uses to manage and monitor investments.

A well-crafted policy should:

  • Align investment activity with your mission and financial needs

  • Define roles and responsibilities for investment decision-making

  • Describe how investments will be selected, monitored, and evaluated

  • Explain risk management, diversification, and liquidity considerations

  • Establish reporting and oversight procedures for leadership and the board

Why It Matters

Here’s why an Investment Policy deserves attention:

1. Protects Your Organization from Poor Decisions
Investing without formal guidelines makes it easy to drift into unsupportable risk or inconsistent practices. A written policy helps safeguard assets and supports thoughtful decision-making.

2. Supports IRS Form 990 Reporting
While the IRS doesn’t require an Investment Policy, Form 990 asks detailed questions about investments and oversight. Having a documented policy makes reporting easier and more accurate, reducing stress at filing time.

3. Preserves Endowment and Long-Term Funds
For organizations with endowed funds or long-term financial commitments, a policy helps protect resources meant to last for generations by defining investment goals and risk thresholds.

In other words, funds in which the assets are intended to last in perpetuity and are required to support the organization’s programs and services over the long term.

Who Should Be Involved

A clear Investment Policy assigns responsibility so everyone knows who does what:

  • Board of Directors: Provides oversight, reviews performance, and updates the policy at least quarterly.

  • Finance or Investment Committee: May be formed to support decision-making and supervision.

  • Executive Director/Staff: Can monitor investments and coordinate with outside advisors.

  • Financial Advisor/Manager: Many nonprofits hire professionals to implement strategies consistent with the policy.

board training at wood table

Making Smart Investment Decisions

When your organization evaluates investment options, consider:

  • What are your short-, medium-, and long-term financial needs?

  • What level of risk is acceptable?

  • How liquid do assets need to be?

  • How will you measure performance and report results?

Answering these questions in advance—and formalizing them in policy—keeps decision-making consistent and aligned with your mission.

Regular Oversight & Review

Investments and financial markets change over time. That’s why your policy should include a process for regular monitoring and review. In that review, analyze performance measurement, risk assessment, and board evaluation.

Final Thoughts

A strong Investment Policy manages risk and gives confidence to your leadership, clarity to your staff, and credibility to donors and regulators. Thoughtful policy development can strengthen your nonprofit’s financial foundation and support its long-term mission.

Every nonprofit handles resources differently and your Investment Policy should reflect that. The right guidance can help you protect your assets while supporting the mission you care about most.

Curious about next steps? Connect with GFLF for a no-cost consultation.

January 21, 2026

Why Articles of Incorporation Matter More Than You Think

When people start a nonprofit, Articles of Incorporation often feel like a formality. Something you file once, put in a folder, and never think about again. In reality, Articles of Incorporation are one of the most important documents your nonprofit will ever adopt. They are the legal foundation of the organization. When they are clear and aligned with Iowa law and IRS expectations, everything that follows is easier. When they are vague, outdated, or copied from a generic template, problems tend to surface later, usually when the stakes are higher.

This guide is designed to explain what Articles of Incorporation actually do for Iowa nonprofits, what truly matters in drafting them, and how to approach this document with confidence.

How Articles Create a Nonprofit Under Iowa Law

Articles of Incorporation are the document that legally brings a nonprofit corporation into existence under Iowa law. Until they are filed and accepted by the Iowa Secretary of State, the organization does not exist as a legal entity. Once filed, the nonprofit can open bank accounts, enter into contracts, hold board meetings, and begin operating in a formal and recognized way.

Why Articles Matter for Federal Tax Exempt Status

If a nonprofit intends to apply for recognition as a tax exempt charitable organization, the Articles of Incorporation play a critical role. The IRS looks to the Articles to confirm that the organization is organized exclusively for permitted purposes and that its assets are permanently dedicated to the public good. Clear and compliant Articles make the IRS review process smoother and reduce the risk of delays or follow up questions.

Iowa Nonprofit Articles of Incorporation Requirements

One of the most common misconceptions is that Articles of Incorporation must be long and detailed. Under Iowa law, the required elements are actually quite limited.

What Iowa Law Requires in Articles of Incorporation

A valid set of Articles of Incorporation for an Iowa nonprofit must include the following:

  • The corporate name, which must be distinguishable from other entities authorized to do business in Iowa and must not imply an unlawful purpose
  • The name and street address of the initial registered agent and registered office
  • The name and address of each incorporator
  • A statement indicating whether the nonprofit will have members
  • A provision addressing the distribution of assets upon dissolution, consistent with law
  • If any of these elements are missing, the filing will be rejected.

What Iowa Law Allows but Does Not Require

In addition to the required elements, Iowa law allows nonprofits to include optional provisions if they choose. Common examples include:

  • A purpose clause describing why the organization exists
  • The names and addresses of initial directors
  • Governance provisions that could otherwise appear in the Bylaws
  • Liability limitation or indemnification language for directors

These provisions can be helpful, but they are not mandatory. Including more language than necessary does not automatically make the Articles better.

Why Knowing the Difference Matters

Understanding what must be included versus what may be included helps nonprofits avoid overloading their Articles. Many governance details are better handled in Bylaws, which are
easier to amend and adapt over time.

IRS Requirements for Charitable Nonprofit Articles

If an Iowa nonprofit intends to qualify as a charitable organization under Section 501(c)(3) of the Internal Revenue Code, the IRS expects certain provisions to appear in the Articles of
Incorporation.

Purpose Clause Requirements

The Articles must clearly limit the organization’s purposes to one or more exempt purposes recognized by the IRS, such as charitable, educational, religious, or scientific purposes. This language signals that the organization exists to benefit the public rather than private individuals.

Dissolution Clause Requirements

The Articles must state that if the organization dissolves, its remaining assets will be distributed for an exempt purpose or to a governmental entity for a public purpose. This ensures that charitable assets remain dedicated to charitable use.

Private Inurement and Political Activity Restrictions

The Articles should confirm that no part of the organization’s net earnings will benefit private individuals except through reasonable compensation for services, and that the organization will
comply with restrictions on political activity. These provisions reinforce the nonprofit nature of the organization.

Common Articles of Incorporation Mistakes Iowa Nonprofits Make

  • Even well intentioned organizations can run into trouble with their Articles. Common issues include:
  • Copying templates that do not match the organization’s mission or structure
  • Using purpose language that no longer reflects actual activities
  • Accidentally creating a membership structure when none was intended
  • Allowing Articles and Bylaws to contradict each other
  • Never updating Articles as the organization grows or evolves

These issues often remain hidden until the nonprofit applies for grants, completes major filings, or faces governance questions.

Articles of Incorporation vs Bylaws

What Belongs in the Articles of Incorporation

Articles are best limited to foundational information such as:

  • The existence and identity of the nonprofit
  • Core structural choices
  • Required tax exempt language

Articles establish the nonprofit but do not operate it day to day.

What Belongs in the Bylaws

Bylaws are where operational and governance details belong, including:

  • Board size and terms
  • Officer roles and duties
  • Meeting procedures
  • Voting rules

Because Bylaws are easier to amend, they provide flexibility as the organization changes.

Amended and Restated Articles of Incorporation in Iowa

When a Nonprofit Should Update Its Articles

Nonprofits often amend their Articles when:

  • The mission has evolved or narrowed
  • Tax exempt language needs clarification
  • Governance structure changes
  • Inconsistencies with Bylaws are discovered

Updating Articles is common and healthy.

How Amended and Restated Articles Work

Amended and restated Articles replace prior versions entirely with a single updated document. This approach creates clarity and avoids confusion caused by multiple amendments scattered
over time.

Filing Articles of Incorporation in Iowa

Registered Agents and Registered Offices

The registered agent is the individual or entity that receives official legal and government notices. Choosing someone reliable and engaged is essential.

Filing with the Iowa Secretary of State

Articles must be signed by an incorporator and filed with the Iowa Secretary of State. Filings are reviewed for compliance before acceptance.

The Organizational Meeting After Filing

Once the Articles are accepted, the board may hold its organizational meeting to adopt Bylaws, elect officers, and formally begin operations.

Why Well Drafted Articles Make Everything Else Easier

Thoughtful Articles of Incorporation support strong governance, smoother IRS interactions, clearer board decision making, and long term organizational stability. They help a nonprofit focus on its mission rather than fixing avoidable legal issues.

Final Thoughts on Articles of Incorporation for Iowa Nonprofits

Whether you are forming a new nonprofit or reviewing documents adopted years ago, Articles of Incorporation are worth careful attention. A short review at the right time can prevent years of
downstream problems and provide a solid foundation for meaningful work.

Frequently Asked Questions

Do Iowa nonprofits really need Articles of Incorporation?

Yes. Articles are required to legally form a nonprofit corporation in Iowa.

Can a nonprofit change its Articles later?

Yes. Iowa law allows nonprofits to file amended and restated Articles when updates are needed.

Do Articles of Incorporation have to match the Bylaws?

Yes. These documents should align. Conflicts can create governance confusion and legal risk.

Do small nonprofits need the same language as larger ones?

The legal requirements are the same, though the complexity of optional provisions may differ.

What happens if our Articles are outdated?

Outdated Articles can cause problems with grants, IRS filings, and board operations. Updating them is often a wise step.

So, How Do I Go About Getting Articles of Incorporation

Each organization is unique and it’s smart to enlist someone (like an attorney well-versed in nonprofit law!) to draft a quality, comprehensive set of articles personalized for your nonprofit’s needs, mission, and goals.

Questions? Want to learn more about turning your dream of an organization that makes a significant impact or positive change? Grab my complimentary Nonprofit Formation Guide and then contact GFLF for a free consult!

 

Setting Pay the Right Way: Why Your Nonprofit Needs a Clear Compensation Policy

January 14, 2026

I. INTRODUCTION

Setting compensation for employees and contractors is a core task for any nonprofit. These decisions affect people, finances, and public trust, which is why they should be guided by a clear and consistent Compensation Policy. Because compensation decisions are closely tied to a nonprofit’s tax-exempt status and governance obligations, they are also subject to regulatory scrutiny. The IRS underscores this importance by addressing compensation and compensation practices in multiple sections of Form 990.

A well-designed Compensation Policy helps organizations approach these decisions deliberately and with appropriate oversight, setting the stage for the standards discussed below.

II. WHY HAVE A COMPENSATION POLICY?

A. Employee Care and Morale

Every organization, regardless of size or success, is built on the individuals who carry out its mission. Fair and competitive compensation plays a critical role in employee satisfaction, retention, and morale. Competitive wages allow a nonprofit to attract qualified candidates and build a team that aligns with the organization’s values and goals.

B. Donor Confidence

Donors care not only about a nonprofit’s mission, but also about how that mission is carried out. Compensation practices are one area where donors may look for signs of ethical management and responsible stewardship of resources. A clear and organized Compensation Policy helps demonstrate that the organization takes its obligations seriously, including in how employees are compensated and supported.

C. Consistency

A written Compensation Policy promotes consistency by establishing guidelines, pay standards, and the use of comparability data. This structure reduces the need for ad hoc decision-making and helps save time and administrative resources. The policy can also serve as a helpful reference when responding to questions from donors, employees, or prospective hires, keeping the nonprofit’s messaging consistent.

D. Budget Targeting

Nonprofits operate within defined budgets, which may include restricted funds such as government or corporate grants. A well-drafted Compensation Policy helps ensure that compensation decisions align with budgetary constraints while still supporting recruitment and retention goals.

E. Legal Compliance and Reduced Risks of Lawsuit

A Compensation Policy also supports compliance with state and federal employment laws and plays a role in maintaining tax-exempt status. IRS Form 990 requests compensation-related information in multiple sections, including Part I, Part VI, Part VII, Part IX, and Schedule J. Without a structured policy, nonprofits may face increased risk of disputes or claims of unfair treatment. Having an attorney assist with drafting and periodically reviewing a Compensation Policy can significantly reduce legal and operational risks.

III. WHAT A COMPENSATION POLICY SHOULD INCLUDE

A. Purpose and Scope

A Compensation Policy, like most policies, should explain its own purpose and scope. It should state which forms of compensation it covers and should declare those forms of compensation to be reasonable, fair, and supported by appropriate data. It should also tie compensation back to the organization’s mission and public-charity status.

B. Assignment of Responsibility

A Compensation Policy should clearly identify who is responsible for reviewing and approving compensation decisions. Many organizations delegate this responsibility to a finance committee or similar body, with ultimate oversight resting with the board of directors.

C. Use of Comparability Data

An equitable Compensation Policy relies on comparability data to establish reasonable compensation levels. Comparability data should include, but not be limited to, the following:

1. Salary and benefit studies from independent sources;
2. Written job offers for similar positions at similar organizations (similar in ways like asset
size, geographic location, mission, staff, and services);
3. Documented discussions with similar nonprofit or for-profit organizations; and
4. Information obtained from IRS Form 990 filings of comparable organizations.

All compensation decisions, including the data relied upon and any deviations from it, should be documented and retained in the organization’s records.

D. Conflicts Of Interest

Any board member or member of a finance or similar committee with the power to make compensation-related decisions should, of course, recuse themselves from doing so when they stand to make a personal benefit, such as deciding their own salary, or the salary of a spouse or close family member. While these situations should be majorly addressed in a separate Conflict of Interest Policy, reiterating this requirement in the Compensation Policy helps avoid even the appearance of impropriety.

E. Documentation and Transparency

All compensation decisions should be documented in a timely and consistent manner. A Compensation Policy should promote this by defining documentation practices and standards. Clear records support accountability and compliance with reporting obligations.

F. Periodic Review

As with other key governance policies, a Compensation Policy should be reviewed and approved initially by the board of directors. However, it’s incredibly important that the board is not only involved in the creation of the policy, but also in the maintenance of it. Because it will undoubtedly need updating at some point, the Compensation Policy should address its own amenability, including the specifics of who and under what circumstances it can be reviewed or updated.

IV. CONCLUSION

Nonprofits of all sizes benefit from a clear, equitable Compensation Policy. It provides guidance for leadership, reassurance for employees, transparency for donors, and support for compliance and reporting obligations.

If you’d like guidance on drafting, updating, or reviewing your Compensation Policy, I’m happy to help. Reach out anytime at gordon@gordonfischerlawfirm.com to start the conversation. I offer a free consultation!