Wednesday, March 15, 2017

Key governance issues for nonprofits

I'm too busy to blog today because I am preparing a training presentation on governance duties for nonprofits. The audience will consist of high level staff, not board members. I have served on many nonprofits and have advised others but I would be interested in your thoughts. Do you teach nonprofit law? Do you sit on nonprofits? What issues do you think nonprofit board members and staffer should know? Among other things, I plan to focus on fiduciary duties, maintaining 501(c)(3) exemption status, agency issues, the implications of Sarbanes-Oxley, conflicts of interest, document retention, code of ethics/whistleblower (to comport with 990),why nonprofits get sued, compensation issues, lobbying, insurance and indemnification, the role of different committees (particularly the audit committee), how to take good minutes, etc. I plan to use hypotheticals to help make the points stick. If you can think of other matters for my 3 hour module or some good case studies, please comment below or inbox me at

Compliance, Corporate Governance, Nonprofits | Permalink


As an old lawyer who has been on non-profit boards, the only serious advice I offer is to strongly recommend that board members consult with their personal insurance agents. Often, for just a relatively few hundred bucks a year, a board member can have virtually all of the liability exposure covered, including defense costs. "Notify your carrier" is the ugliest phrase an innocent board member can hear when he or she has none.

Posted by: Craig Sparks | Mar 16, 2017 12:09:52 PM

In my experience the biggest real-life issue and the greatest contributor to dysfunction is the failure to set, or to honor, a proper boundary between the board's function and that of the ED or CEO. Nose in, fingers out, and by the way every board member is not the CEO's boss (and has no individual executive authority).

Posted by: Scott Killingsworth | Mar 16, 2017 4:21:31 PM

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