Nonprofit Basics: Amending Nonprofit Corporation Bylaws
Internal Investigations for Nonprofits: A Means of Identifying and Addressing Misconduct Before the Regulators Come Calling
Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance
Working Together: Tips for Ensuring A Compliant Relationship Between You and Your Hospice Board
Q: You’ve served on the boards of 36 different companies over the course of your career — some public, some private. How have you found board service to be different between the two? A: I’ve enjoyed serving on both for...more
Board members sometimes just assume that whenever they enter into executive session under Connecticut’s Freedom of Information Act (FOIA), they can invite anyone they want into the session. Furthermore, boards often assume...more
As artificial intelligence (AI) continues its rapid evolution, its impact on the corporate landscape is becoming increasingly profound. For boards of directors, the rise of AI presents a unique blend of opportunities and...more
There are numerous considerations in structuring the board of directors of a nonprofit organization, including optimal size, qualifications, responsibilities, diversity, succession, compensation, and voting rights, to name a...more
Learning Objectives: - Learn about Board and executive oversight responsibilities for effective human resources compliance programs, including Board oversight of investigations of misconduct allegations. - Identify...more
Private company clients frequently ask us about granting compensatory stock options to their founders, employees and other service providers, including board members, consultants and advisors. Options and other equity awards...more
Thanks to a recent legislative change, the campaign season for those wishing to run for the school board now begins about a month earlier. Historically, the window set forth in the Election Code for filing nominating...more
A solid succession strategy is a critical element of corporate planning, but one that is all too often sidelined until it is too late. Under the glow and excitement of starting and growing a business, who wants to talk about...more
Closely-held business entities come in all shapes and sizes. By definition, under Partnership Law § 10, it takes “two or more” owners to form a general partnership. But corporations and LLCs have no such impediment, ranging...more
Over the last ten years, we have seen a marked shift from the Delaware Chancery Court chipping away at corporate board member liability claims. In a number of seminal cases involving Boeing airplane crashes (In re the Boeing...more
Our goal is to cut through the hype and noise, while zeroing in on how AI and its evolving regulation will impact your business, your competitors and the markets in which you operate....more
The Spring 2024 edition of the Advisor is a compilation of good and bad news for employers. On the good news side, we discuss several current challenges to administrative agency authority in general, and the National Labor...more
After George Floyd’s death in May 2020, companies (including their directors and officers) are facing increasing liability exposure and scrutiny from both sides of the political aisle relating to diversity, equity, and...more
At a first glance, it has to be recalled that in accordance with the Circular n° 781 dated 30 September 2016, the Luxembourg VAT authorities consider that the activity of a board member has an economic nature in relation to...more
An often overlooked and critical function of operating a successful business is sound corporate governance. But what is corporate governance? Generally stated, corporate governance encompasses the rules, mechanisms and...more
THE SCENE - You wake up on Monday morning to find 53 unread e-mails in your inbox. Pasha from unit 101 has written extensively to complain about his neighbor in unit 102 incessantly smoking this past weekend. Pasha says...more
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
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
Discover today's best practices for your role in healthcare compliance oversight - The Office of Inspector General of Health and Human Services expects healthcare board members, board audit/compliance committee members,...more
Last year, drawing on lessons learned during the pandemic, we provided a list of considerations for schools to take into account as you update your bylaws... Now that the school year is close to wrapping up and you cast your...more
Nonprofit organizations in the US often ask how big their Board of Directors should be. Boards that are too small can fall short of their goals or stagnate, but Boards that are too big can quickly become unwieldly for...more
The Board of Directors is a key pipeline for resources for any US nonprofit organization. Most nonprofits do not pay Board members for their service, so organizations rely upon dedicated volunteers....more
The Legislature passed three bills in 2022 that made changes to the Ralph M. Brown Act (“Brown Act”) effective January 1, 2023, summarized below. The Brown Act requires meetings of a local public agency’s governing body to be...more
Shares can be held of record by multiple owners in a variety of ways, including as fiduciaries, members of a partnership, joint tenants, tenants in common, spouses as community property, tenants by the entirety, voting...more
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