Board Duties and Governance

A non-profit’s board members (e.g., its directors, trustees, elders, etc.) are legally responsible for everything the nonprofit does. State law strictly controls how boards conduct their affairs and set high standards for board member conduct. Failure to satisfy these legal standards (i.e., board members’ “fiduciary duty”) can result in personal liability to directors and state government takeover of the non-profit. The law protects them from liability when board members act in an ethical and accountable manner.

At The Law Firm for Non-Profits, we strive to ensure that board members always act in compliance with their fiduciary duty. We train them and give them the tools to excel. Among those tools are a non-profit’s bylaws. Great bylaws help educate board members about their duties and serve as an instruction manual for board conduct. We have helped thousands of non-profits understand and improve their bylaws.

We support and guide boards and their members in the full range of their legal duties and accountability issues, including:

Understanding and complying with board member duty and liability;
Addressing, as appropriate, potential self-dealing, conflicts of interest and non-profit insider transactions;
Updating and revising bylaws;
Instruction on proper board procedures such as elections, notices of meetings and the preparation of meeting minutes;
Establishing and complying with best practices;
Drafting the full range of board and corporate procedures;
Addressing complaints filed against a board or individual directors;
Meeting legally mandated public disclosure requirements;
Handling and resolving board disputes and disruptive board members; and
Holding board and staff members to the highest levels of accountability.