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Board of Directors › Corporate Officers › Nonprofits

Ward and Smith, P.A.

Basic but Important Considerations for Corporations—Both For-Profit and Non-Profit: Understanding Director and Officer Liability...

Ward and Smith, P.A. on

Depending on the scope of the policy, the policy may also provide coverage for members of corporate committees or defined classes of volunteers. Corporations do! Whether for-profit or non-profit, corporations act through...more

Allen Matkins

So You Want To Sue "The Board", Is That Even Possible?

Allen Matkins on

A little more than eight years ago, I wrote about U.S. District Court Judge Ronald M. Whyte's ruling that a corporate board of directors lacks the capacity of being sued.  Theta Chi Fraternity, Inc. v. Leland Stanford Junior...more

Allen Matkins

For How Long Is That Proxy Valid?

Allen Matkins on

Section 705(a) of the California Corporations Code provides that no proxy is valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy.  This is a reflection of the fact that proxies...more

Allen Matkins

If Harvard Is A Corporation, Does Its Board Owe Fiduciary Duties?

Allen Matkins on

Of late, Harvard has garnered an abundance of attention regarding the continued incumbency of its President.  Despite widely criticized testimony before Congress and the publication of allegations of plagiarism, the Harvard...more

Allen Matkins

When Cumulative Voting Precludes Election Of Directors By Ballot

Allen Matkins on

The California Nonprofit Mutual Benefit Corporation Law contemplates three different methods for members to take action: at a meeting, by ballot, and by unanimous written consent.  Cal. Corp. Code §§ 7512(a), 7513 & 7516. ...more

Farella Braun + Martel LLP

[Webinar] Insurance for Nonprofits: Managing Risk in Risky Times - April 22nd, 3:30 pm - 5:00 pm PT

Farella Braun + Martel LLP on

Nonprofit organizations—and their directors and staff—are not immune to claims in difficult economic times. Identifying risks and choosing the right insurance can be critical to the organization’s mission and financial...more

Farella Braun + Martel LLP

End of a Decade – Checklist for California Nonprofits

Farella Braun + Martel LLP on

As 2019 comes to a close, we thought about our customary note to nonprofit officers and directors to take a few moments to confirm that important year-end responsibilities have not been overlooked. But since this year's end...more

McDermott Will & Schulte

Corporate Law & Governance Update - August 2016

McDermott Will & Schulte on

The Hershey Governance Settlement - On Friday, July 29, the Pennsylvania Attorney General, the Hershey Trust Company and the Milton Hershey School, entered into a written settlement resolving an investigation conducted...more

BakerHostetler

Volunteer Directors and Officers Liable to Facility Creditors

BakerHostetler on

The Third Circuit Court of Appeals recently upheld a trial court’s jury verdict finding the individual board members and officers of a non-profit healthcare facility personally liable to the facility’s creditors. The board...more

Davis Wright Tremaine LLP

Directors of Nonprofit Held Financially Liable for Relying on Incompetent Officers and Lack of Oversight

Davis Wright Tremaine LLP on

In a striking decision earlier this year, the 3rd Circuit Court of Appeals affirmed a jury’s findings of liability for breach of fiduciary duties and ‘deepening insolvency,’ and the award of $2.25 million in compensatory...more

Proskauer Rose LLP

New York Nonprofit Revitalization Act Rollout Challenges

Proskauer Rose LLP on

As the July 1, 2014 compliance date of the New York Nonprofit Revitalization Act of 2013 (the "Revitalization Act") quickly approaches, many charities operating in New York are confronting some difficult rollout challenges....more

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