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Board of Directors Nonprofits

Farella Braun + Martel LLP

REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation

Welcome to EO Radio Show - Your Nonprofit Legal Resource. Episode 90 is a refresh of the third of the original episodes published in the summer of 2022. During these dog days of summer, it's a good time to bring back some of...more

Farella Braun + Martel LLP

REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance

Welcome to EO Radio Show - Your Nonprofit Legal Resource. For the next few weeks, we refresh our earliest episodes on nonprofit basics. During these dog days of summer, it's a good time to bring back some of our early...more

Allen Matkins

California Decides That The Sun Shall Not Set On Virtual Meeting Statutes

Allen Matkins on

Despite being home to the Silicon Valley, California has not embraced with abandon virtual-only meetings of shareholders.  Section 600(e) of the Corporations Code currently does not permit virtual only meetings unless one of...more

Allen Matkins

When Must A Proxy Include The "General Nature Of The Matter To Be Voted On"?

Allen Matkins on

The California Nonprofit Corporation Law defines a "proxy" as a "written authorization signed by a member or the member's attorney in fact giving another person or persons power to vote on behalf of such member".  Cal. Corp....more

Allen Matkins

Can A Member Bring A Derivative Action On Behalf Of A California Nonprofit Corporation?

Allen Matkins on

Like many questions in the law, the answer to the question of whether a member of a California nonprofit corporation may maintain a derivative action is "it depends"....more

Allen Matkins

For How Long Is That Proxy Valid?

Allen Matkins on

Section 705(a) of the California Corporations Code provides that no proxy is valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy.  This is a reflection of the fact that proxies...more

Allen Matkins

This Corporation Was Harmed Even Before It Was Incorporated!

Allen Matkins on

The Church of the Celestial Heart is a California nonprofit religious corporation seeks to import and use a sacramental tea.  It so happens that this tea, which is also called Daime or ayahuasca, carries trace amounts of a...more

Allen Matkins

Are The Harvard Corporation Members Answerable Only To G-D?

Allen Matkins on

On December 12, 2023, the Harvard Corporation  unanimously reaffirmed its support for President Claudine Gay's continued leadership despite her controversial testimony before the U.S. Congress and allegations of plagiarism. ...more

Allen Matkins

If Harvard Is A Corporation, Does Its Board Owe Fiduciary Duties?

Allen Matkins on

Of late, Harvard has garnered an abundance of attention regarding the continued incumbency of its President.  Despite widely criticized testimony before Congress and the publication of allegations of plagiarism, the Harvard...more

Allen Matkins

Is It Possible That Some Possibilities Are Unreasonable?

Allen Matkins on

Section 5342(e) of the California Corporations Code requires a nonprofit public benefit corporation to provide, upon the request of a member, to either allow inspection and copying of all members' names, addresses or voting...more

Allen Matkins

When Cumulative Voting Precludes Election Of Directors By Ballot

Allen Matkins on

The California Nonprofit Mutual Benefit Corporation Law contemplates three different methods for members to take action: at a meeting, by ballot, and by unanimous written consent.  Cal. Corp. Code §§ 7512(a), 7513 & 7516. ...more

Allen Matkins

Does An Exchange Of Emails Constitute A Board Meeting?

Allen Matkins on

Under the California General Corporation Law, a board of directors can take action in two different ways - at a meeting or by unanimous written consent.  See Cal. Corp. Code § 307.  Over a decade ago, I posed the question of...more

Allen Matkins

Are Directors Employees And Are Their Homes Their "Workplaces"?

Allen Matkins on

There are potentially a number of ramifications to classifying a board member as employee, including whether the corporation may be entitled to obtain a workplace violence restraining order petition pursuant to Section 527.8...more

Arnall Golden Gregory LLP

2023 Comprehensive Revisions to the Georgia Nonprofit Corporation Code Are Now Effective

On May 2, 2023, Governor Brian Kemp signed Senate Bill 148 into law, making a number of significant changes to the Georgia Nonprofit Corporation Code. These changes went into effect on July 1, 2023. Notable changes for...more

Allen Matkins

What Are The Duties Of Directors In Electing, Selecting, Or Nominating Directors?

Allen Matkins on

Section 309 of the California Corporations Code specifies the standard of performance applicable to directors in performing their duties as directors of corporations organized under the California General Corporation Law. ...more

Farella Braun + Martel LLP

Nonprofit Basics: Meeting Minutes Best Practices

Welcome to EO Radio Show – Your Nonprofit Legal Resource. This episode focuses on documenting decisions made at meetings of a nonprofit organization's board of directors or trustees. While everyone who attends a board meeting...more

Allen Matkins

California And Vice Chancellor Laster Are 180˚  Apart On The "Circle Of Confidentiality"

Allen Matkins on

In Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC,  2023 WL 2417273 (Del. Ch. Mar. 9, 2023), Vice Chancellor J. Travis Laster ruled that two investment funds were within the "circle of confidentiality" that...more

Allen Matkins

The Superior Court Has The Authority To Determine The Validity Of Board Elections, But What About Recalls?

Allen Matkins on

Section 709 of the California Corporations Code provides a mechanism for "any shareholder" or "any person who claims to have been denied the right to vote" to obtain a determination by the Superior Court of the validity of...more

Nutter McClennen & Fish LLP

Board Members of Charitable Organizations: Take Note of New Guidance From the Massachusetts Attorney General

As 2022 came to a close along with Governor-Elect Healey’s term as Attorney General of Massachusetts, the Office of the Attorney General published an updated Guide for Board Members of Charitable Organizations (the “Guide”)....more

Partridge Snow & Hahn LLP

Nonprofit Compliance and Best Practices "To Do" List

Whether you run a nonprofit or serve on the Board, you have a responsibility to make sure the organization is both in compliance to weather the storm and take advantage of growth opportunities. There never seems to be enough...more

Farella Braun + Martel LLP

Nonprofit Basics: Amending Nonprofit Corporation Bylaws

Welcome to EO Radio Show – Your Nonprofit Legal Resource. This episode covers legal aspects of amending the bylaws for a nonprofit corporation to change its governance, to update the bylaws for changes in the laws, or to...more

K&L Gates LLP

Handbook for Directors of Nonprofit Corporations in the United States

K&L Gates LLP on

The Handbook for Directors of Nonprofit Corporations in the United States summarizes the duties of directors of nonprofit corporations, provides general background information regarding selected available federal tax...more

Allen Matkins

For A Limited Time Only - California Is Giving Away Corporations, LLCs And More!

Allen Matkins on

 As a result of the recent enactment of California's 2022-2023 Budget Bill, the California Secretary of State's office as announced a temporary waiver of many business entity filing fees.  This waiver will last until June 30,...more

Allen Matkins

Must A Nonprofit Abnegate Private Gain?

Allen Matkins on

The California Corporations Code includes provisions governing a wide variety of nonprofit organizations.  However, the "Big 3" categories of nonprofit corporations are the public benefit, mutual benefit and religious...more

Felicello Law PC

Low Risk, High Rewards: Legal Protections for Non-profit Boards

Felicello Law PC on

According to the National Council of Nonprofits, there more than 1.4 million 501(c)(3) charitable nonprofits in the United States alone. This nonprofit sector is a vital part of our national and local infrastructure,...more

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