# Form 990 Board Governance Questions: Part VI Prep Checklist > IRS Form 990 Part VI asks exempt organizations about governance, management, and disclosure. Most policies described there are not federally mandated by the… Source: https://preparedboard.com/guides/form-990-board-governance-questions · Updated 2026-10-06 **Target keyword:** Form 990 board governance **Intent:** Informational / Checklist **Last updated:** 2026-10-06 --- ## Why Part VI matters IRS Form 990 Part VI asks exempt organizations about **governance, management, and disclosure**. Most policies described there are **not** federally mandated by the Code — but you must answer accurately, and empty or poorly explained answers raise diligence, grantmaker, and public-trust issues. The IRS has noted a perceived correlation between board engagement with the Form 990 and reporting quality. Policies generally must be **adopted by year-end** to answer “Yes” for that tax year. This guide is an operator checklist for boards and EDs — not tax advice. Use your CPA/counsel for filing judgments. --- ## Part VI at a glance **Section A — Governing body & management:** voting members, independence, relationships, management companies, governing document changes, diversions, members/stockholders, documentation of meetings and committee actions, unreachable officers. **Section B — Policies:** chapters, Form 990 review process, conflict of interest, whistleblower, document retention, compensation approval process, joint ventures. **Section C — Disclosure:** states where filings required, public inspection practices, books-and-records contact. Explain many “Yes/No” nuances on **Schedule O**. --- ## Section A checklist (board-relevant) - [ ] Confirm number of voting members vs. independent members (line 1a/1b) using Form 990 independence definitions — not a casual vibe - [ ] Collect annual questionnaires for family/business relationships among officers/directors/key employees (line 2) - [ ] Document whether management duties are delegated to a management company (line 3) - [ ] Track significant governing document changes (line 4) - [ ] Escalation path if a significant diversion of assets is discovered (line 5) - [ ] Accurately describe members/stockholders and their election/approval rights (lines 6–7) - [ ] **Contemporaneous documentation** of board meetings and of committees with authority to act (lines 8a/8b) — minutes matter - [ ] Reachable addresses for listed people (line 9) ** contemporaneous minutes** are one of the highest-leverage operational answers. If you cannot show timely minutes for board and empowered committees, fix that before wordsmithing Schedule O. --- ## Section B — Policies checklist Adopt (by board or authorized committee) by year-end and actually follow: | Policy / practice | Form 990 focus | Operating tip | |---|---|---| | Conflict of interest | 12a–c | Annual disclosure + monitoring, not a shelf PDF | | Whistleblower | 13 | Intake path that bypasses implicated managers | | Document retention | 14 | Include electronic board packs and email | | 990 review | 11a–b | Describe who reviews before filing on Schedule O | | CEO/ED compensation | 15 | Comparability data; contemporaneous substantiation | | Joint venture | 16 | If applicable — protect exempt purposes | | Chapter oversight | 10 | If you have chapters/affiliates | IRS FAQ theme: answer Yes only if the **filing organization’s** governing body (or authorized committee) adopted the policy by year-end — not merely because a parent has one, unless you adopted it. --- ## Board review of the Form 990 Federal tax law does **not** require the board to review the Form 990 before filing — but Part VI asks whether a copy was provided to the governing body before filing, and Schedule O must describe the review process (if any). Best practice for growth nonprofits: 1. Audit/Finance reviews drafts with the preparer 2. Near-final PDF circulated to all voting directors via portal 3. Comment window (e.g., 5–7 days) 4. File; note process on Schedule O honestly Do not claim a process you did not perform. --- ## How Prepared Board handles this today Prepared Board tracks the board's own Form 990 or state-charity **board-review window**. It records when the board says the review is due and whether the board actually reviewed a board copy. It does not prepare, file, or e-file anything. **Turn it on.** Under [Settings → Filings window](https://preparedboard.com/app/settings#filings-window), a Chair, Admin, or Owner picks **Form 990 (board review)** or **State charity / annual report (board review)**, then sets a tax/report year, a label, a **board-declared due date**, an optional packet document title, and a note, and clicks **Save filings window**. The due date is whatever your board declares; Prepared Board does not compute IRS deadlines or extensions. **The tracker.** [Filings window](https://preparedboard.com/app/filings-window) opens the **"Form 990 / annual filing window"** with the tax/report year, board-declared due date, status, and packet document. Status moves through **Not started → Board packet ready → Board reviewed**. To mark **Board reviewed**, a Chair, Secretary, Admin, or Owner ticks "I acknowledge this records that the board reviewed a board copy only — Prepared does not file with the IRS or state, and this is not tax advice." and clicks **Record board reviewed**. The page then shows who recorded it and when, with: "In-app board-review attestation on Prepared Board — not an IRS e-file, not a state filing, not DocuSign, and not tax advice." **Who can open it.** Chair, Secretary, Admin, or Owner. Other roles see "Only Chair, Secretary, Admin, or Owner can open the Form 990 / annual filing window tracker." **Soft cue, never a block.** When the window is enabled, not yet **Board reviewed**, and the board-declared due date is past or within 30 days, roles that can open the tracker see **"Form 990 / annual filing window — Overdue (board-declared due date)"** or **"— Due within 30 days (board-declared)"** in Board Go on home. Votes, closes, and certifications are never blocked by it. **Where it shows up.** The [governance calendar](https://preparedboard.com/app/governance-calendar) lists it as "Form 990 / filings window". [Board proof](https://preparedboard.com/app/board-proof) and the [diligence snapshot](https://preparedboard.com/app/diligence) carry a strip with a one-line summary (label, status, due date) plus **Open tracker →**, and the board-proof and diligence markdown include the same section. Investor directors and multi-board chairs see **"Form 990 / filings-window status across your boards"** on [/app/portfolio](https://preparedboard.com/app/portfolio), with each board's status only where their role can open that board's tracker; other boards show "Not visible to your role on this board". **Copy filings-window status for your agent** copies that rollup. **Every surface carries the same disclaimer:** "Board-declared dates and status only — not tax advice. Prepared Board does not file Form 990 or state charity returns, does not e-file with the IRS or any state office, and does not record IRS or state acceptance. The chair records that the board reviewed a board copy. See /facts." Separately, Form 990 milestones on the governance calendar are reminders only. Nothing is emailed from them. Honest limits: - **Not a filing.** Prepared Board does not prepare, file, or e-file Form 990 or any state return, and does not record IRS or state acceptance. - **Not tax advice.** It does not tell you how to answer Part VI or what to write on Schedule O. Your preparer and counsel do that. - **Board-declared dates.** No IRS deadline engine and no extension tracking. The due date is whatever the board enters. - **An attestation, not proof of distribution.** "Board reviewed" records that an officer attested the board reviewed a board copy. Whether every voting director received the copy before filing (Part VI line 11a) is still your answer to give truthfully. - **No outreach.** Nothing is sent to directors, the preparer, or the IRS. Check every product claim on this page against [Facts](https://preparedboard.com/facts) or the machine-readable [/agent-facts.json](https://preparedboard.com/agent-facts.json). --- ## Try it: Piscataqua Harbor Trust and Seacoast Chamber Both are seeded demo boards (not real organizations). Dates and documents below are demo data; the shared demo password is an evaluation login, not SSO. | | | |---|---| | Sign in | `a sample board (see /sample-decision)` / `password123`, or pick Piscataqua at [Try a board](https://preparedboard.com/#try-a-board) | | Open | [Filings window](https://preparedboard.com/app/filings-window) | | See | "Form 990 board review — tax year 2025", **Board packet ready**, due Oct 20, 2026, with the packet document "Form 990 board-copy draft (demo — not filed)" | | Then | Sign in as `a sample board (see /sample-decision)` / `password123` | | See | "Form 990 / 990-EZ board review — tax year 2025 (501(c)(6))", **Not started**, due Sep 15, 2026, so the overdue soft cue shows in Board Go | | Then open | [Board proof](https://preparedboard.com/app/board-proof) → the Form 990 / annual filing window strip | --- ## Independence and questionnaires Independence for line 1b follows Form instructions (transactions, compensation, family relationships, etc.). Run an annual director/officer questionnaire covering: - Family relationships among insiders - Business relationships - Related-party transactions (ties to Schedule L) - COI disclosures Store completed questionnaires with the minute book / portal year folder. --- ## Compensation governance (line 15) For organizations answering about CEO/ED and key employee compensation processes: - [ ] Use comparability data (surveys, peers) - [ ] Decision by independent directors - [ ] Contemporaneous documentation of deliberations and decision - [ ] Recuse conflicted persons This aligns with intermediate sanctions / rebuttable presumption practices — coordinate with counsel/CPA. --- ## Year-round calendar (so March is not a fire drill) | Timing | Task | |---|---| | Q1 | Prior-year questionnaire refresh; confirm independence count | | Each meeting | Contemporaneous minutes; COI on agendas as needed | | Mid-year | Policy gap review (whistleblower, retention, COI) | | Compensation cycle | Documented process for ED/officer pay | | Pre-filing | Board/committee 990 review per policy | | Year-end | Ensure new policies adopted if you want “Yes” answers | --- ## Schedule O honesty Use Schedule O to explain: - Material differences in voting rights - Broad executive committee delegation - 990 review process - How COI is monitored - Compensation process details Over-claiming is worse than a careful “No” with a remediation plan for next year. --- ## Common failure modes Shelf policies never monitored · Minutes drafted months late · Claiming board reviewed 990 when only the ED saw it · Independence miscounted · Parent policy assumed without adoption · Compensation decided by conflicted insiders without documentation --- ## Product POV Part VI answers should map to artifacts, not memory: adopted policies, signed questionnaires, contemporaneous minutes, and a recorded board review of the 990 itself. Prepared Board keeps the board-side record of those artifacts; your preparer and counsel own the return. --- ## Internal links - [Conflict of Interest Policy](https://preparedboard.com/guides/conflict-of-interest-policy) - [Nonprofit Best Practices](https://preparedboard.com/guides/nonprofit-board-best-practices) - [Minutes Template](https://preparedboard.com/guides/board-meeting-minutes-template) - [Committee Charters](https://preparedboard.com/guides/board-committee-charters) - [Board Evaluation](https://preparedboard.com/guides/board-evaluation-self-assessment) --- ## Conclusion Treat Form 990 Part VI as a mirror of real governance. Adopt policies by year-end, document meetings contemporaneously, run questionnaires, describe 990 review honestly, and keep artifacts findable. --- ### Sources 1. IRS Form 990 (2025) Part VI lines and structure 2. IRS Instructions for Form 990 — Part VI 3. IRS Charities — Governance (Form 990 Part VI) FAQs 4. IRS — Board review of Form 990 (Part VI / Schedule O themes) --- _Practice guidance, not legal advice. Bylaws, statutes, and counsel control._ Cite this page: Prepared Board, "Form 990 Board Governance Questions: Part VI Prep Checklist," https://preparedboard.com/guides/form-990-board-governance-questions (updated 2026-10-06). Anchor: https://preparedboard.com/guides/form-990-board-governance-questions#cite-this Product claims are verified at https://preparedboard.com/facts and https://preparedboard.com/agent-facts.json. Anything not listed there is not a Prepared Board claim.