The purpose of this project is to assist the Board of Directors of a nonprofit organization called A Loving Spoonful, which deals with the HIV/AIDS community, develop a model for effective governance. Long term viability and success is at stake with A Loving Spoonful. They are a fairly young operation with a very positive reputation, in an expanding market with an increasing amount of competition for limited fund-raising dollars (Drucker, 1990, p.57). If A Loving Spoonful is to ensure its long-term viability as a non-profit organization within this evolving and growing area, it must develop appropriate strategies for leadership and governance from within. The process of this development is the focus of this study.The overall goal of A Loving Spoonful with respect to the area of management and governance is: To provide direction and support to ensure the quality, accountability and sustainability of the society.The Board of Directors of A Loving Spoonful is unsure how to proceed.