Governance

Nonprofit leaders protect the mission of their organization by attending to fiduciary duties and implementing effective risk management measures. Our attorneys guide nonprofit leaders as they navigate their many responsibilities.

  • Fiduciary duties
    • All nonprofit leadership actions should be assessed in light of three legal duties: care, loyalty, and obedience.  Under the duty of care, directors and officers must exercise due diligence and give informed and prudent attention to the organization’s affairs.  Under the duty of loyalty, leaders are called to honesty, good faith, and fairness in their actions and to avoid conflicts of interest.  Finally, leaders have a duty to be obedient to the purpose of the organization and to the official policies established by the board.  We provide training resources and counsel to nonprofit leaders, so that they are well equipped to carry out these duties in practical terms for their organizations’ long-term success.
  • Conflicts of interest
    • A conflict of interest is present when a nonprofit leader gets a personal (typically financial) benefit from a decision made by the organization’s leadership.  Transactions involving a conflict of interest must be handled carefully to ensure legal compliance and continued accountability to donors and other stakeholders.  We assist nonprofits to develop conflict of interest policies that provide a means for individuals to disclose information that may help identify conflicts of interest and outline procedures to be followed in managing conflicts of interest.  Such policies are highly recommended by the IRS, are required by some state regulators of nonprofits, and they are a general “best practice” to help prevent impermissible private benefit and inurement.
  • Risk management
    • Effective risk management policies are preventive measures to reduce or eliminate liability and other organizational harm, thereby allowing a nonprofit’s leaders to focus on its mission.  They also help ensure that the nonprofit’s actions will not harm its intended beneficiaries, the general public, or the organization’s employees and volunteers.  Our attorneys can help guide a nonprofit through specific concerns or overall aspects of its operations, including assessing legal and practical risks, advising on how to mitigate those risks to the greatest extent possible, and developing policies related to a wide variety of risks.  Our attorneys also regularly conduct reviews of insurance coverage to make sure it is sufficient and appropriate to address any organizational activities.
  • Protection of charitable assets
    • Directors’ duties include protecting the assets of a nonprofit organization.  For charitable organizations, these assets are essentially held in trust for the benefit of the public through their use for charitable purposes and programs.  Our nonprofit clients call upon our attorneys to provide experienced legal guidance to ensure that a nonprofit is using its resources as directed in its corporate govenrnance documents and in the best interests of its beneficiaries.  We also draft policies to prevent misuse of charitable assets, help organizations recover assets from individuals who have misappropriated them, and help dissolving organizations comply with laws regarding the distribution of assets.
  • Board governance and operations
    • Our team assists nonprofits in conducting internal reviews of their board governance procedures to help develop best practices and meet current legal standards.  We understand the help nonprofit boards need with their everyday operational concerns, from determining executive compensation and implementing proper policies and procedures, to avoiding self-dealing and conflict of interest transactions.
  • Private benefit and self-dealing
    • The private inurement rule and private benefit rules exist to ensure that charitable assets are preserved for the benefit of the public and not diverted to private use.  Trustees and directors of tax-exempt organizations often seek our counsel on whether a transaction is allowed within the self-dealing, private inurement, and substantial private benefit prohibitions.
  • Bylaws
    • Bylaws are critical for an organization’s successful governance and long-term viability.  As foundational governance documents, bylaws should provide clear rules for how a nonprofit will operate, delineate procedures for making critical decisions, and dictate how disputes will be resolved.  We regularly review existing bylaws and develop new bylaws, in order to ensure that they accurately reflect each organization’s actual governance, achieve legal compliance under applicable law, are internally consistent, and follow “best practices” governance options.
  • Corporate policies and best practices
    • Written policies and procedures are essential to the effective operation of an organization. Our attorneys help board members formulate appropriate policies to guide management and board decision making.  Policies regarding hiring, discipline, termination, severance, records retention and destruction, and conflict of interest are all within our realm of expertise.  In addition, we ensure that the board has the proper tools to monitor and evaluate performance, thereby strengthening the board’s capacity to direct the organization.  Our mission is to manage these issues proactively, efficiently, and effectively so that our nonprofit clients are able to stay focused on what they do best.
  • Cybersecurity and information management
    • Nonprofit organizations often manage sensitive data, which require well thought-out information security policies and procedures.  Our law firm is experienced in providing our clients with up-to-date guidance on their responsibilities to safeguard and otherwise manage sensitive information.  This includes website privacy policies (that reflect U.S., E.U., and other international requirements), data retention policies, end-user licensing agreements (EULA), and data protection policies with detailed encryption and other cybersecurity-related provisions.