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.
Related Blog Posts (28)
December 31, 2015
Authors
Eric K. Gorovitz
A&C Alumni
Past Events
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In-Person and Virtual Conference November 18, 2024
PLI Practising Law Institute: Understanding California Nonprofit Organizations - Session: "The California Nonprofit Landscape: Choice of Entity Issues & Essentials of Nonprofit Corporate Governance"
This session will open with an overview of the requirements for forming, registering, and securing tax exemption for charitable nonprofit organizations in California. The faculty will address the unique regulatory framework that applies to organizations engaged in fundraising in California, including relatively recent developments in California laws governing online fundraising platforms. In addition to reviewing certain laws specific to operating a charitable organization in California, the faculty will also discuss how California governs use of charitable assets, distinguishes unrestricted and restricted assets, and regulates management and investment of assets held by charitable institutions. The session includes an overview of the California Nonprofit Integrity Act of 2004 and its impact on the financial management and disclosure obligations of California nonprofit organizations. The faculty will also address how California regulates major milestones in the life cycle of a nonprofit organization, including mergers, dispositions of assets, and dissolutions.
Speakers:
- Carol Bradford Worley, California Community Foundation
- Shirley McLaughlin, Adler & Colvin
9:10 a.m. to 10:10 a.m. PT
San Francisco, California
Presenter
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In-Person and Virtual Conference September 19, 2024
Training with Eric Gorovitz: How 501(c)(3)s Can Educate and Advocate During Election Season
Changing policies and legislation at the local, state, and federal levels impact our community in numerous ways. Now more than ever, it is important for community leaders in the nonprofit and faith-based sectors to understand their rights and responsibilities regarding advocacy to benefit children, youth, and families. Upon completion of the training, participants will be able to utilize lessons learned in November 2024.
Participants will learn:
- To engage in public policy advocacy affecting your sector.
- The range of advocacy activities available to nonprofits and faith-based organizations, including the definition of “lobbying” and several powerful exceptions to that definition.
- Strategies for expanding capacity to influence public policy.
- The tools and opportunities that the federal tax code provides for nonprofit organizations, including funders and grantees exempt under Section 501(c)(3).
- How nonprofit organizations may calculate how much lobbying the tax code allows them to do, and how to maximize the impact of the funding they have available for lobbying.
Who should attend?
This training is specifically designed for Executive Directors, Board Members, and faith-based Leaders. It is important that the executive director and a Board Member from each organization attend the training to understand the role each plays in deciding to engage in advocacy efforts.9:30 a.m. – 11:30 a.m. PT
Presenter
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In-Person Conference March 1, 2024
Loyola Law School – Western Conference on Tax Exempt Organizations - Session: "Governance (Turner v. Victoria)”
Moderator: Jill R. Horwitz
(Time TBD)
Los Angeles, California
Presenter
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Webinar August 10, 2023
CalNonprofits Session: "Ask a Nonprofit Lawyer: You Have Questions, We Have Answers"
11:00 a.m. – 12:00 p.m. PT
Free for CalNonprofits members; $45 for not-yet-members
Join us for something new! We’re bringing together two of the state’s most experienced nonprofit legal minds to address some critical nonprofit legal basics and answer some of your most pressing nonprofit-related legal questions. Eric Gorovitz and David Levitt, both principals at nationally recognized Adler & Colvin, will discuss such issues as compliance, privacy and data security, fundraising regulations, lobbying, and employment law as it applies to nonprofits.
You can also help guide our discussion by submitting your own questions for Eric and David. What legal quandaries are keeping you up at night? Is it about your board? Are you 501(c)4 curious? Let CalNonprofits know via the registration form, and we’ll do our best to respond to as many questions as possible. CEO Jan Masaoka will be on hand to help us sort through our sector’s most pressing concerns.
Presenter(s)
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In-Person Conference January 19, 2023
The University of Texas School of Law’s 40th Annual Nonprofit Organizations Institute Conference - Session: "A View of the Sector"
Explore the latest in policy and regulation from the US Government in an effort to answer the question: What just happened? You’ll be the first to know about topics like donor-advised fund regulations, end-of-year legislation, and what is Congress likely to do next? What about those expiring incentives for charitable giving, will they be renewed? Meanwhile, the Supreme Court continues to unwind the regulatory powers of the executive branch.
8:30 a.m. – 9:30 a.m. CT
Co-Presenter: Alex Reid, Baker & Hostetler LLP
Presenter
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In-Person Conference January 19, 2023
The University of Texas School of Law's 40th Annual Nonprofit Organizations Institute Conference - Session: "Organizational Effectiveness for Public Charities"
Define organizational effectiveness and discuss best practices for public charities to achieve it, including strategic planning, governance, sustainable revenue, and important relationships. As public charities face economic headwinds, organizations can focus on these key areas to maximize sustainability.
Part 1: 10:50 a.m. CT
Part 2: 11:40 a.m. CT
Co-Panelists:
Jonathan S. Blum, Polsinelli PC
Nicola Fuentes Toubia, Fuentes Toubia, PLLC
Diara M. Holmes, Loeb & Loeb LLP
Presenter
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In-Person Conference October 20-21, 2022
"Ask an Expert" at the National Center for Family Philanthropy’s 2022 National Forum on Family Philanthropy
“Ask an Expert” is an opportunity for forum attendees to meet one-on-one with a legal professional to discuss and gain valuable insight on issues pertinent to the management of their organization(s). Ms. Nancy E. McGlamery, Principal at Adler & Colvin, will be available for individual “Ask an Expert” sessions on Thursday, 10/20, and Friday, 10/21 at the National Forum. Register for the “Ask an Expert” meeting (20 mins) – attendance is limited. Please note that Ms. McGlamery can help you understand the laws, but cannot provide legal advice for specific situations.
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