Unlike business corporations, which are owned by and owe allegiance to shareholders, nonprofits are governed by boards of directors in accordance with each organization's purpose, articles, and bylaws. It is the configuration and administration of these underpinnings that form the core of the Nonprofit Governance and Ethics practice area.
Areas of Focus
- The organization’s governance structure; for example, whether the board of directors will be designated by a third party, elected by a membership or self-perpetuating.
- Governance documents, including preparation of articles and bylaws in compliance with applicable state corporate laws and California’s Nonprofit Integrity Act.
- Board functioning and operations.
- Fiduciary duties of the board and officers.
- Membership termination procedures.
- Corporate policies, including policies on conflicts of interest, investments, endowment spending, document retention, whistleblower protection, and gift acceptance.
- Choice of form of entity (nonprofit corporation, limited liability company, unincorporated association, or trust, for example) and state of formation.
- Compliance with open meeting laws.
- Drafting board, committee, and member resolutions.
- Risk management, including advice on insurance needs, personnel policies, and other internal procedures.
- Ethics, charitable sector norms, and the public’s expectations of charities.
- Conducting a compliance review with laws and best practices, including rating the level of compliance.
