An engaged board can be one of the most important organizational assets of a nonprofit. But nonprofit boards are often underutilized and are not always effective in significantly advancing an organization’s mission. Educating boards and executives about their legal duties, practical steps to take to effectively meet those duties, and best practices in mitigating exposure to organizational and personal liability/harm is key to establishing board engagement and effectiveness.
A nonprofit corporation is ultimately governed by its board of directors, but a board may create committees to assist in fulfilling the board’s duties. Among the most common and important committees utilized by boards is a governance committee. The governance committee is generally responsible for reviewing the governance structures...
The chair of the board of directors (the “chair”) plays an extremely important role for a nonprofit organization. At the core of the chair’s duties, he or she generally presides over meetings of the board, collaborating with the chief executive to create a purposeful agenda and to set priorities,...
On January 23, 2018, NEO’s Erin Bradrick will be presenting So You Wanna Join a Nonprofit Board? at the Bar Association of San Francisco Conference Center from noon to 1:15 pm. The event (offered live and as a webinar) is sponsored by the Litigation Section of the Barristers Club. Victoria...
The term “member” is a term of art defined in California Nonprofit Corporation Law (the “Law”). Generally, a member under the Law (sometimes referred to as a “statutory member” or “voting member”) means any person who, under a provision of a corporation’s articles of incorporation (“articles”) or bylaws, has...
We are often asked to help nonprofit corporations review their bylaws and amend them as necessary or as desired. Bylaws may need to be reviewed and amended for legal compliance or risk management purposes or to match the existing or desired policies/practices of the corporation. The following are steps...
I’ll be on Nonprofit Radio this Friday at 10:30 am PT / 1:30 pm ET talking with host Tony Martignetti about what nonprofit boards get wrong. Catch us live on Talking Alternative or a few days later on iTunes. You may have heard rumors that your board isn’t perfect. We’ll run through the most glaring offenses you...
While the vast majority of charitable nonprofits are led by board members who want to do the right thing and see their organizations flourish in advancing their mission, we too often read about nonprofit boards that fail to lead their organizations out of trouble. Here are 10 ways nonprofit...
I recently wrote this article on shared leadership models published in The Nonprofit Quarterly on May 30, 2017. Nonprofits considering a shared leadership model would be well advised to review these materials while recognizing that people who talk about shared leadership are not always discussing the same things. In some cases, they...
I’ll be on Nonprofit Radio this Friday at 10:30 am PT / 1:30 pm ET talking with host Tony Martignetti about shared leadership models. Catch us live on Talking Alternative or a few days later on iTunes. We’ll no doubt be talking about some pros and cons associated with several models of shared leadership, including Co-CEOs, distributed...
In our earlier post on the Duty of Loyalty – Part 1, we discussed conflicts of interest, self-dealing (under California law), and excess benefit transactions. In this post, we’ll examine other aspects of the duty of loyalty: confidentiality and corporate opportunities. This post continues to address these fiduciary issues from the perspective of a...