What Outlasts You

A nonprofit corporation exists, in law, so the work can outlast the people doing it. Whether yours actually can is a question your bylaws, your bank permissions and your file cabinet answer whether or not you ask.

Two organizations were recently tested on that point: one with a chair who had spent thirty-two years on its board and one person who could both prepare and approve a wire; one closing at year-end and trying to hand off the one thing that should not die with it.

This week:

• A $400 million university foundation that adopted term limits eight months after a critical audit.
• A research nonprofit trying to transfer its triennial health survey before it closes.
• A bank rule that could end credit for the grants that pay your rent.
• The Form 990 deadline that, missed three times, ends your tax exemption.
• Two AI prompts: every payment one person can make alone, and the handoff plan for what must outlive you.
• A board exercise on tenure.
• A note on the chair who stayed.

---

A $400 Million Foundation Had One Person Who Could Prepare and Approve a Wire, and a Chair With Thirty-Two Years on the Board. Eight Months Later It Has Term Limits.

The California State University, Fresno Foundation is a 501(c)(3) formed in 1931 to hold the university's endowment and grants; its most recent Form 990 reports $412.7 million in total assets. It has a board of governors, an audit committee, and an annual independent audit. On paper it was governed.

On January 8, a 32-page advisory review by the CSU system's Audit and Advisory Services said otherwise, in twenty numbered observations. It found "instances where the same individual both prepared and approved multimillion-dollar wire transfers and large ACH payments," and that person also held administrator access in the accounting system, "allowing them access to post transactions, revise vendor records, and process payments."

Seven of the foundation's 22 bank accounts were reconciled once a year, at year-end close, and reconciliations "generally lacked preparer signatures and dates." The board treasurer had chaired the audit committee since 2021–22, which the auditors said California Government Code section 12586, part of the Nonprofit Integrity Act, does not allow.

The review found "significant weaknesses" that "heightened exposure to financial misstatement, fraud, and operational inefficiencies." The university's statement the next day called them "structural and governance-related issues, not allegations of wrongdoing."

That sentence is the whole point. Nothing in the record suggests anyone was dishonest. It suggests something more ordinary: an organization that had never built the structures that make honesty unnecessary to assume.

The review found the longest-serving governor had been on the board more than thirty years and four others more than twenty; the Fresno Bee puts the chair, Vinci Ricchiuti, at thirty-two years. The bylaws, last amended in 2022, set four-year terms and no limit on how many.

The university president, Saúl Jiménez-Sandoval, had requested the review; the auditors write that it followed the foundation's misinterpretation of the Nonprofit Integrity Act. When the five longest-serving directors' terms ended June 30, he directed that they not return; the foundation's own governance committee disagreed, according to EdSource.

That is not a firing. It is a president declining to reappoint, a power EdSource and the Bee both report he held.

On Tuesday, September 15, the Bee reports, the reconstituted board voted unanimously. Directors now serve a maximum of three consecutive three-year terms and may return after a year off. Officers and committee chairs serve one-year terms, no more than four in a row.

The university's vice president of administration and chief financial officer becomes the foundation's treasurer. The board adds a student and at least one faculty member; the details are still being set. Five new directors were seated the same day; the board stands at 19.

The new chair, Christopher Morse, said the foundation has completed 29 of the 45 remediation items on the university's tracking list, which breaks the audit's twenty observations into tasks, and aims to finish by December 31.

When a director asked whether the bylaws should be amended to keep Ricchiuti on the executive committee, the president answered, in the Bee's account of the meeting: "I don't feel comfortable with that. I think we need to move on, and I feel that there is enough leadership and knowledge in this group to move on."

Here is what makes this replicable, and it is not the audit.

Fresno had an outside party with the power to force the reset. Your organization probably does not. Which means nobody is going to force the question for you. You have to ask it, and it is cheapest before anything goes wrong.

Two things to do this month. First, ask your treasurer or bookkeeper one question in writing: name each payment type where one person can both initiate and approve it — wires, ACH, payroll changes, vendor-record edits, credit cards. If the honest answer is "several," you have Fresno's finding without Fresno's auditor.

Second, put a tenure column on your board roster and look at it — not to remove anyone, but to see whether the organization's memory lives in a structure or in a few people who have been in the room since the last century.

Fresno's answer was three consecutive terms with a year off and a door back. That is not a punishment. It is the difference between a board and a friendship.

One honest limit on the evidence. The audit and the university's statement are public and quoted above; the September vote is reported by one newsroom, the Fresno Bee, and neither the foundation nor the university has posted anything about it. The Bee calls the changes bylaw revisions; the bylaws on the foundation's site still show the 2022 text.

Sources: Robert Kuwada, "Fresno State Foundation approves term limits, board changes as it enacts sweeping reforms," The Fresno Bee, September 16, 2026; Robert Kuwada, "Fresno State Foundation adds five new members, addressing turnover issue as it rebuilds," The Fresno Bee, September 17, 2026; EdSource via GV Wire, "Fresno State nonprofit board members ousted after millions at risk of fraud," July 3, 2026; CSU Audit and Advisory Services, Advisory Report 24-122, "The Foundation of California State University, Fresno," January 8, 2026; Fresno State Today, "An update on the Fresno State Foundation," January 9, 2026; California State University, Fresno Foundation, Form 990, FY2024–25; California State University, Fresno Foundation, Bylaws (amended February 17, 2022​

A Research Nonprofit Is Closing at Year-End. It Is Spending Its Last Months Trying to Hand Off the One Thing That Should Not Die With It.

Health Assessment and Research for Communities — HARC — is a Palm Desert, California nonprofit founded in 2006 that has, every three years since 2007, called Coachella Valley households at random — about 2,500 per survey, by its own count — and asked them about their health.

The organization says it has published seven of those surveys, the latest this year, and that the data has helped other local nonprofits bring in more than $14 million in funding, because a funder who is told "there is a problem" wants evidence, and HARC was the evidence.

In August, its board decided to dissolve. The trigger was specific: HARC could not raise at least $500,000 to reach financial stability. Its chief executive, Jenna LeComte-Hinely, gave the Coachella Valley Independent the chain that led there.

Federal cuts to preventive-health programs meant no money trickling down. A California Institute for Regenerative Medicine proposal was selected, then withdrawn with the entire call when HARC turned out to be the only project recommended. The annual budget had been $1.1 million to $1.4 million; the bank accounts are nearly empty.

More than half the staff has been laid off, and a three-person team is working part-time to finish contracts and wrap up by the end of the year.

That is the ordinary story, and it will be familiar to many of you. What is not ordinary is what HARC decided to do with the time it has left.

It is trying to give the survey away. LeComte-Hinely is talking to the county health department and to United Way 211 about taking over the Coachella Valley Community Health Survey, with training.

"We looked at organizations who are invested in our region the same way we are," she told the Independent. "One of my biggest fears is for our work to languish on some [hard drive] in somebody's desk."

The people who used the data understand what is at stake better than anyone.

Doug Morin, executive director of Coachella Valley Volunteers in Medicine: "We've used [HARC] to better understand the health-care needs of uninsured adults in our community, strengthen grant proposals and secure funding. Losing access to this local data would create a significant gap for organizations like ours."

Kraig Johnson of Jewish Family Service of the Desert put the economics plainly: "Almost all grant applications include a needs-assessment section," and whatever HARC's data cost was "greatly outnumbered by grant dollars awarded."

Nobody has agreed to take the survey yet. That may be the most important sentence in this story. A handoff is not a decision one organization makes; it is an agreement two make, and HARC is discovering in its last months how long the second half takes.

Think about the asset your organization has that is not on its balance sheet and would not survive its closing: a dataset, a curriculum, a referral network, a relationship with a county agency that exists because one staff member has tended it for twelve years.

HARC's disadvantage is that it is holding the handoff conversation in the last months of the year it closes, with three part-time staff and almost no money. Its virtue is that it is holding the conversation at all.

Here is what makes this replicable. Name the asset now.

Write one page: what it is, who depends on it, what it costs to keep running, and which two organizations in your region could carry it if you could not. Put the page in front of your board once a year.

You are not planning to close. You are making sure that if you did, the thing you built would have somewhere to go — and you are finding out, cheaply, whether anyone would take it.

One honest limit on the evidence. A single newsroom has reported this, and HARC has posted no closure statement; the budget figures and the $14 million are the organization's own, and whether the county or 211 accepts the survey is unresolved.

Sources: Nova Blanco-Rico, "Information in Jeopardy: Local health-research organization HARC is closing, and nonprofits that depended on HARC's data are worried," Coachella Valley Independent, September 15, 2026; HARC, "Coachella Valley Community Health Survey"; HARC, "About Us"; KESQ, "New HARC report highlights health gaps, food insecurity and growing extreme weather concerns in the Coachella Valley," February 26, 2026​

Comment on the Bank Rule That Could End Credit for Operating Grants — Before October 13

General operating support is what lets an organization exist between projects, and banks earn Community Reinvestment Act credit for giving it. On August 12, 2026, the Comptroller of the Currency and the FDIC proposed rewriting the rules.

A bank "would only be permitted to receive CRA consideration for grants and donations directly used by the recipient for a program, project, or initiative with a primary purpose of community development in the bank's local community." The National Community Reinvestment Coalition reads that as ending credit for operating support. For banks over $10 billion in assets, the proposal adds "a 15 percent cap on the indirect costs" a recipient may incur.

Action: Two steps. First, list your bank grants from the last three years, mark which paid for whatever you needed rather than a named project, and write three sentences: what they paid for, what would have been lost if only project costs counted, and whether your bank is over $10 billion in assets. Second, file it by October 13 at regulations.gov, the federal comment site, under docket OCC-2026-0694, or sign the CRA letter the National Council of Nonprofits is circulating, by October 6.

ROI: A grant that pays rent is worth more than one that pays for a project.

Time: 45 minutes.

Sources: OCC and FDIC, "Community Reinvestment Act Regulations," 91 FR 52114, August 12, 2026; National Community Reinvestment Coalition, "2026 CRA Rollbacks"; National Council of Nonprofits, Nonprofit Champion, September 21, 2026​

---

Confirm Your Form 990 Is Filed Before November 16

If your fiscal year ended December 31 and you extended, your Form 990 is due Monday, November 16, 2026 (November 15 is a Sunday). There is no second extension.

The late penalty is $25 a day, up to the lesser of $13,000 or 5 percent of gross receipts; over $1,309,500 in receipts it is $130 a day, up to $65,000 (IRS figures for 2025 returns).

The quieter cost: three consecutive years unfiled and the exemption ends automatically, on the original due date of the third return. Getting it back means a new application, a $275 or $600 fee, and usually the missed returns.

Action: Three steps. First, search your organization in the IRS Tax Exempt Organization Search at irs.gov and confirm the last two years' returns appear; if the newest is missing, ask your preparer for the e-file acceptance notice before assuming anything. Second, ask your preparer, in writing, when this year's return will be ready for board review. Third, put November 16 and the three-year rule (three unfiled years and the exemption ends) in your next minutes, so the date lives somewhere other than one calendar.

ROI: Twenty minutes now against $13,000, or your exemption.

Time: 20 minutes.

Sources: IRS, "Return due dates for exempt organizations: Annual return"; IRS, 2025 Instructions for Form 990, "Penalties"; IRS, "Automatic revocation of exemption"; IRS, "Form 1023 and 1023-EZ: Amount of user fee"; IRS, Instructions for Form 8868​

Find Every Payment One Person Can Make Alone

You are an internal auditor reviewing the financial controls of a small nonprofit. I am going to describe, in plain language, how money leaves our organization: who can set up a vendor, who can change a vendor's bank details, who initiates wires and ACH payments, who approves them, who runs payroll and who can change a salary, who holds credit cards and who reviews the statements, and who reconciles the bank accounts. Ask me about each of those one at a time and wait for my answer before the next. Then produce a table with one row per payment path and four columns: the step, the person who can do it, the person who must approve it, and whether those are the same person or the approver could be bypassed. Highlight every row where one person can complete the path alone. For each highlighted row, suggest the cheapest fix that does not require hiring anyone — a second approver, a bank-side dual-authorization setting, a monthly review by a board member. End with the three rows you would fix first and one sentence for each on what could go wrong if we do not.

What makes it worth trying: the finding in the first story above — one person who could both prepare and approve a wire — is common in organizations with three-person finance teams, and nobody notices because the person is trusted. This turns "who does what" into a list of single points of failure, and the fixes are mostly free.

Write the Handoff Plan for the Thing That Must Outlive You

I run a nonprofit. I am going to describe one asset our organization has built that is not on our balance sheet and would be lost if we closed or if one person left: it might be a dataset, a curriculum, a training program, a referral network, a piece of software, or a relationship with a public agency. Ask me, one question at a time: what the asset is; who uses it and how often; what it costs each year to keep it alive and who does that work; what it would take for another organization to run it — files, licenses, permissions, training hours; and which two or three organizations in our region could plausibly take it on. Then write a two-page transfer plan: a one-paragraph description of the asset written for a stranger; a list of everything a successor would need; the estimated hours of training; the two or three candidate organizations with one sentence each on why; and a short letter I could send to the most likely one asking whether they would agree, in principle, to accept the asset if we ever could not continue it. Mark anything you had to guess.

What makes it worth trying: the health-research nonprofit in the second story is looking for a home for its survey in the months after its board voted in August to dissolve, with three part-time staff left. The plan takes an afternoon, and the letter asking a successor to accept the asset costs nothing to send now, when you can still be told no.

The Tenure Table — A 30-Minute Board Exercise

What it is for. The Fresno State Foundation had a governor of more than thirty years and four more past twenty, and it took an outside auditor to put those numbers on paper. This exercise finds out where your board's memory and authority actually sit, before anyone from outside asks.

What you need. Your board roster with each member's start date, your bylaws, and your bank's list of authorized signers — the people the bank will accept a check, transfer or account change from. One person prepares the table in advance; it takes fifteen minutes.

How to run it (30 minutes).

1. Read the table aloud (5 minutes). For each director: years of service, offices held, committees chaired, and whether they are an authorized signer on any account. No commentary yet. Just the numbers.
2. Find the concentrations (7 minutes). Ask three questions and write the answers on the wall. Who has been here longest? Which single person could sign, approve or authorize the most, alone? What does the board know only because one person remembers it — a donor's wishes, a lease history, why the reserve policy says what it says?
3. Check the bylaws against the table (6 minutes). Do the bylaws set term limits? Officer terms? A maximum? If they do, is the table consistent with them? If they do not, say so out loud.
4. Ask the two hard questions (9 minutes). First: if our longest-serving member left tonight, what would the organization be unable to do next week? Second: is there anyone at this table whose departure we have never planned for because we cannot imagine it? Do not resolve either question. Record who answered and what they said.
5. Assign one thing (3 minutes). A tenure column added to the roster permanently. A second signer on one account. A bylaws review with a date. One item, one name, one date, in the minutes.

In-person: Put the table on a single printed page and hand it out face down; turn it over together.

Virtual: Share the table on screen and ask each member to say their own row aloud; it changes the tone when people read their own numbers.

Watch out for: This exercise is not about pushing anyone out, and the chair should say so in the first minute. Long service is usually a gift. The problem is a structure that has come to depend on it.

The second failure is a board that finds the concentrations and decides the person is too valuable to disturb. Fresno's board asked that question about its former chair, and the answer, from the one person with power to give it, was no.

You'll know it worked when: someone volunteers that they are the only one who knows something, and asks who should be the second.

The Chair Who Stayed

If you have sat on more than one board, you have known a Vinci Ricchiuti — the chair with thirty-two years on the board in the first story.

Not the specific person; I have never met him, and everything I know is in the record cited above. I mean the role: the director who was there before anyone else, who knows why each policy says what it says, who has given more time and more money than the rest of the table combined, and whose departure nobody can imagine because the organization has never existed without them.

Here is the uncomfortable thing I have learned. The board's gratitude toward that person is real, and it is also the mechanism by which the organization stops being an institution and becomes a household. Nobody decides that. It happens in a hundred small courtesies.

The audit committee chair who is also the treasurer, because that is who understands the numbers. The wire that one person can prepare and approve, because that person has never been wrong. The term limits never adopted, because adopting them would mean asking a friend to leave.

The definition of a corporation I keep coming back to is Stewart Kyd's, from 1793: a body "having perpetual succession under an artificial form." It reads as dry. I find it moving.

Perpetual succession means the thing is designed, on purpose, to survive the departure of any person in it. That is the central reason the law gives a nonprofit a life apart from its members. And a board that cannot imagine its longest-serving member leaving has quietly given that design back.

So I want to say something to the long-serving director, and I want to say it with affection, because the sector runs on people like you.

Your job now is to become unnecessary. Not absent — unnecessary. Write down the things only you know. Bring the newer members into the room where the real decisions happen.

Insist on the second signer, the term limit, the succession plan, and insist on them for yourself first, so that nobody else has to. The greatest service you can do for the organization you built is to prove, while you are still there to help, that it can run without you.

And to the chair whose board has a member like this: the kindest thing you can do is not to wait for an auditor. The Fresno board did not ask the question until it was asked for them. Yours can ask first.

Forward this issue to one person — the director who has served the longest on any board you sit on. Then hit reply and tell me one thing at your organization that only one person knows how to do. I read every reply myself, and I keep a list.

If someone forwarded this to you: sign up here. It is free, it arrives Wednesdays, and that is the whole arrangement.

---

Two organizations, one question: what would survive the people currently answering the phone?

Ask your bookkeeper which payments one person can make alone. Write the one-page description of the asset that must outlive you. Put a tenure column on the board roster. Check that the 990 is on file. None of that takes a week, and all of it is cheaper this month than on the day someone else asks.

See you next week.

— Ted

P.S. Please help this newsletter grow in influence by forwarding it to at least one peer. I'm trying to give as much free advice to as many people as possible, That works only if you help me get the word out.

Founder and CEO Risk Alternatives, LLC 202.758.7572 (cell) ​Website​ Author of ​​Managing Your Nonprofit for Resilience​​​ I help nonprofits thrive by providing practical tools and support to address uncertainty and improve resilience.

Did a cool person forward you this email?

​Sign up here​

WHAT'S NEW LINKEDIN WEBSITE BOOK