An often overlooked aspect of corporate law is the concept of doing businessÂť in a particular jurisdiction. This determination comes into play when the corporation’s activities go beyond the borders of its home state or domicile.Âť
Hold Annual Meeting. Most corporate bylaws require that the directors meet at least annually. Many state nonprofit corporation statutes also require an annual meeting. The annual meeting is typically the meeting where the board (or voting members) fill vacancies on the board, appoint officers, approve budgets, circulate and sign conflict of interest disclosures, and ratify actions taken during the year.
Voting memberships are most useful when an organization wishes to be democratically controlled by its constituents. By way of example, voting membership structures are commonly
Self policing allows serious problems to fall through the cracks. The most significant failure of self-policing seems to be a knee-jerk desire to protect the organization rather than the purported victim. This results in a failure to report allegations of abuse to the authorities, and instead be willfully blind to crimes committed against children. Institutional behaviors of denial, irresponsibility, cover-ups and possible criminal behavior seem to thrive in a self-policing organization. Jerry Sandusky’s case is a clear example of this willful blindness. Tolerating or ignoring abuse to children under the care of charitable organizations that are supposed to nurture and protect them undermines the noble purpose of such entities and thus weakens the organization.
When Board members gather, what are ostensibly shared interests and goals may in fact consist of different or divergent underlying priorities making it difficult to
Under this definition of an electronic signature, responding yes or no in response to a question regarding whether a measure is approved suffices as an electronic signature for purposes of a unanimous written consent. This change makes it much easier to obtain approval of resolutions particularly with regard to time sensitive matters.
A cornerstone of corporate law is that a member of a  board of directors owes fiduciary duties to the corporation he or she serves. One of these fiduciary duties is the duty of loyalty which includes a duty of confidentiality.
Are you starting an advisory board but not sure how to use it well? Many groups invite skilled or influential people, then find roles unclear
The IRS has released preliminary results from their study of tax-exempt organizations’ nonprofit governance practices. As expected, the preliminary findings suggest that organizations with good
When serving as a director or an officer of a nonprofit organization, a director’s duties shall be discharged: (i) in good faith; (ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (iii) in a manner the director reasonably believes to be in the best interests of the corporation. These duties are owed not only to the corporation, but also to its creditors. In discharging duties, a director is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by one or more officers or employees of the corporation whom the director reasonably believes are reliable and competent in the matters presented as well as certain experts and committees. However, a director is not acting in good faith if the director has knowledge concerning the matter in question that makes otherwise permissible reliance on others unwarranted.
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