Collective Action Fund Independent Advisory Committee Member Certification

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Independent Advisory Committee Member information can only be submitted by invitation only.  If you have reach this page without a direct invitation from the Fund, please reach out to your Funder Manager.

In order to submit this form you must have a custom link provided to you from your advisor at Tides. Please reach out to your advisor if you need this information resent to you.




Executive Summary
Welcome to Tides! The purpose of this Independent Advisory Committee Agreement (this “Agreement”) is to establish a shared understanding regarding Independent Advisory Committee (“IAC”) role and expectations, and to provide you with a set of guiding documents to support effective participation on your Independent Advisory Committee.

We’re grateful for your commitment to this work, and proud to include the Fund in the Tides ecosystem – a diverse, driven and inspirational set of changemakers seeking to advance a world of shared prosperity and social justice. We look forward to this partnership with you! 

Fund Administration
A set of FAQs have been provided in connection with establishment of the Fund, which provide additional explanation regarding certain terms of this Agreement and the Memorandum of Understanding (the “MOU”) establishing the Fund. If not already provided to you, please feel free to request a copy from your Fund Manager.

Independent Advisory Committee Composition
IAC Composition
As a baseline, the IAC is expected to be composed of:
  • at least 3 individuals committed to the charitable purpose of the Fund,
  • each with expertise and/or experience that supports achievement of the charitable purpose of the Fund, and
  • the majority of whom are independent from the donor(s) to the Fund. (See FAQs)

Fund Manager
The Fund Manager plays a fundamental role in IAC management, including by (i) serving as the primary contact for Tides, and (ii) overseeing the IAC’s activities and ensuring that the IAC acts in a manner consistent with this Agreement and Tides’ other policies and procedures. The Fund Manager is generally elected by majority vote at the IAC’s annual meeting.

Meetings
General
Each IAC is expected to have meetings that allow for review, discussion and approval of Fund strategy, proposed grants and grants made during the prior year. We recognize that how this looks may differ – some funds prefer to have a meeting each time a decision is made; others prefer to have an annual meeting, and to approve other interim actions by unanimous e-mail consent. The most important element for compliance purposes is capturing how and why the IAC is making recommendation decisions.

We have found that an annual meeting structure works best for most funds. The following guidance applies to that structure.

Timing of Annual Meeting
Each annual meeting should be held within 2 months of the anniversary of the last annual meeting unless otherwise agreed by the IAC and approved by Tides.

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Agenda
Each annual meeting should include:
  • A review of grantmaking for the previous year, including any issues/questions with respect to required reports;
  • A discussion of strategy for the next year, including any potential grantees/projects for support and anticipated incoming contributions to the Fund;
  • A confirmation of any/no changes to conflict of interest disclosure for the coming year;
  • Election of the Fund Manager; and
  • Discussion of any other procedural or similar issues related to Fund management.

Documentation for Tides
Records of all IAC meetings, annual and ongoing, must be submitted to Tides. A record of a Fund’s annual meeting should be submitted to Tides by March 31 of each year. A sample template of what the record may look like is linked here as Attachment A.

Grant Recommendations
IAC Review and Approval
The IAC is responsible for identifying and reviewing potential grantees, including by collecting information and materials that the IAC needs to make its grant recommendation. IAC recommendations to Tides regarding potential grants must be approved by majority vote of independent members of the IAC. The vote may be taken during a meeting of the IAC, or by e-mail. A sample e-mail approval is linked here as Attachment B. 

When you are approving a grant, you are acknowledging that (i) you have enough information about the grantee and/or project being funded to provide informed input regarding the recommendation, and (ii) you are aware of any potential conflicts of interest of IAC members in connection with the grant recommendation.

Documentation for Tides
The Fund Manager will facilitate administrative processing of the grant recommendation through Tides’ grant management system. Each recommendation must also include:
  • Evidence of the IAC vote approving the grant recommendation;
  • Any grant proposal associated with the recommendation. Please note that a proposal and/or project description, and budget, are generally required for grants to entities that are not 501(c)(3) public charities (see below).
  • Any supplementary documentation that the IAC relied on in considering the recommendation and proposed approval.

In order to complete its diligence, Tides may also follow up with grantees. This is most common when a grant recommendation is made to support work of an entity that is not a 501(c)(3) public charity. See FAQs.

Contracts
From time to time, the IAC may request that Tides, on behalf of the Fund, enter into one or more contracts to support the work of the Fund. Examples have included contracts to research potential grantees, to support fundraising, to assess the compliance of proposed grantmaking. Contract requests will be considered on a case-by-case basis, and will include a conflict of interest and no-donor-benefit analysis. Tides will consider, among other things, whether the contract relates to the stated purpose of the Fund, and whether the Foundation can provide effect oversight regarding the proposed work.

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Additional Procedures
The IAC may establish additional procedures to support its work, provided that such procedures are consistent with Tides’ underlying procedural framework.

Rules and Restrictions

Donor Earmarking
Contributions to the Fund should be provided for general support of the Fund or, where applicable, in response to a specific grant proposal of the Fund. Tides will not accept a grant from a donor that has been earmarked to support a specific sub-grantee project or organization, unless the sub-grantee and related grant proposal have been pre-approved by the IAC and Tides.

Conflicts of Interest
IAC members must complete a Conflict of Interest Disclosure Form on an annual basis, beginning at the start of IAC membership, and must disclose any conflicts of interest to other IAC members and to Tides in connection with the discussion, review and approval of any grant recommendation or other proposed Fund activity. The Conflict of Interest Form will be provided by your Fund Manager or Tides Advisor.

No portion of funds granted from the Fund may be used to make any grant or loan, pay compensation, reimburse expenses, or make any other similar payment to: (i) any Donor to the Fund, (ii) any Fund Advisor to the Fund (including an IAC member), (iii) any Relative of a Donor or Fund Advisor to the Fund, or (iv) any entity in which a donor, Fund Advisor, or Relative holds a 35% equity, voting, or beneficial interest.

It is fundamentally important that Tides understands any existing conflicts of interest, so that we can take appropriate steps to protect Tides and the Fund. See FAQs. Best practice is to approve grants with a majority vote of IAC members without a conflict of interest.

Impermissible Grants
Tides will not approve grants:
  • that support partisan political activity;
  • that support participation or intervention in a campaign on behalf of (or in opposition to) any candidate for public office; or
  • to participate in any effort to induce or encourage violations of law or public policy;
  • to cause any private inurement or improper private benefit to occur; or
  • in any manner inconsistent with charitable purposes defined under section 501(c)(3) of the Internal Revenue Code section 501(c)(3), applicable regulations and other relevant guidance.

Tides will exercise full discretion to determine whether a grant falls into one of these categories.

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As an Independent Advisory Committee Member (the "IAC") for the
at the Tides Foundation, 
I,
certify that the following statements are true and correct:

I am committed to the charitable purpose of the Fund, and understand that I have a legal and ethical responsibility to ensure that the Fund does the best work possible in pursuit of its charitable purpose. I will act responsibly and prudently as the Fund's steward, ensuring that the Fund is responsibly managed, in accordance with applicable law and with a focus on mission and impact.

I have received a copy of and understand Tides' charitable purpose, as reflected in its Vision, Mission and Approach, and agree to act in accordance with that charitable purpose in my capacity as a member of the IAC.

I have had the opportunity to review the Memorandum of Understanding executed in connection with the establishment of the Fund, and understand that the Fund must comply with the Memorandum of Understanding.

I have read and understand the Collective Action Fund Independent Advisory Committee Agreement (the "Agreement"), including all Attachments thereto, and agree to comply with all of its terms.

I understand that I must disclose all potential conflicts of interest to Tides, and will do so in accordance with the Agreement. I will act in the best interests of the Fund, and will not leverage the Fund for personal gain or promotion of other unrelated organizations.

I understand that Tides has the right and ability to modify its policies at any time. I will work in good faith with Tides staff and other IAC members as partners in achievement of the Fund's charitable purpose and ensuring compliance with all applicable law.

I understand that Tides has ultimate control and discretion over all funds contributed to it, including the Fund, and must review and approval all disbursements from and agreements related to the Fund.

I will make all reasonable efforts to attend all annual meetings of the Fund (in person or be conference call), and will be responsible to requests for approval and/or other administrative matters related to the Fund. I will stay informed about activities or proposed activities of the Fund, asking questions and requesting information as needed. I will fully participate in and take responsibility for making decisions on issues, procedures and other IAC matters.

You must check all boxes in order to fully certify your membership in order to continue completing this form.

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