Corporate Formation and Governance


Is the action being taken by the board of directors valid? What form of resolution needs to be included within the corporate minutes? What kind of notice is required to call a meeting?

These are examples of the type of questions that may arise when counseling nonprofit organizations on corporate governance issues. Nonprofit corporate governance can be complicated, especially because many laws and formalities dictate how the corporation and its leadership should act.

We assist with forming nonprofit entities, advising on methods of corporate governance, and drafting documents and policies to further the interests of the organization. It is important for a nonprofit organization to comply with its existing corporate documents because failure to do so could lead to significant liability. Many individuals and organizations only obtain legal assistance when forming a nonprofit organization, but fail to ensure proper corporate governance afterwards. After a nonprofit corporation is formed, it must ensure it complies with corporate documents, such as its Articles of Incorporation, Bylaws, Conflict of Interest Policy, and other corporate policies. In addition, the nonprofit organization must observe corporate formalities, ensure corporate meetings are properly held, and record meeting minutes.

Moreover, drafting such corporate documents without proper legal counsel can lead to unintended consequences, such as contradictory or inconsistent provisions that lead to major problems, even lawsuits. These documents can affect other areas of operation, such as employment decisions, in addition to corporate governance.

Also, we counsel nonprofit corporations on the roles and duties of directors and officers. Directors and Officers must meet their fiduciary obligations to the organization to ensure they are not exposed to personal liability. We have experience counseling nonprofit organizations in the following areas:

  • Formation of Nonprofit Corporations
  • Articles of Incorporation
  • Bylaws
  • Director and Officer Duties
  • Board, Committee, and Member Meetings
  • Meeting Minutes and Resolutions
  • Conflict of Interest Policy
  • Compensation Issues
  • Reinstatement of Suspended Corporation
  • Unincorporated Associations
  • Religious Orders