Avoiding a Bored Board
Compliance Tip of the Day: COSO Governance Framework: Part 2, Oversight
Daily Compliance News: July 11, 2025, The What is a COI Edition
Five Tips for a New Public Company Director
Everything Compliance: Shout Outs and Rants: Episode 156
Compliance Tip of the Day – COSO Objective 1 – Control Environment
Sunday Book Review: June 15, 2025. The Books on Corporate Governance Edition
Compliance Tip of the Day: Board Oversight on Internal Controls
Great Women in Compliance: Board Bond - Why Ethics & Compliance Professionals Should Be on Boards and How to Get on One
Tariffs and Trade Series: What Boards of Directors Need to Know
Third-Party Risk The competitive world of banking struggles to keep up with technological advances, particularly in a regulatory environment.
The Privacy Insider Podcast Episode 4: Don't Be Evil: In the Hot Seat of Data Privacy, Part 1
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
“Monsters, Inc.” y el buen gobierno corporativo
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
AGG Talks: Cross-Border Business Podcast - Episode 16: The Political and Legal Maze of ESG in the U.S. and Abroad
Episode 322 -- Checking in on Caremark Cases
Compliance into the Weeds: What Are Boards Doing About AI (Hint: Not Much)
Conflictos de interés en Colombia, nueva regulación
On June 27, 2025, the Texas Supreme Court rendered a 32-page opinion in the case of Southern Methodist Univer. v. South Central Jurisdictional Conference of the United Methodist Church, No. 23-0703, __ S.W.3d __ (Tex. June...more
Introduction - Non-profit boards are the backbone of countless community institutions – from homeowners associations and religious congregations to private schools and arts organizations. Yet, when these boards face...more
The Handbook for Directors of Nonprofit Corporations in the United States summarizes the duties of directors of nonprofit corporations, provides general background information regarding selected available federal tax...more
This Freeman Law blog provides an overview for the Texas nonprofit corporation to understand its obligations relating to the maintenance of books and records under Texas law and as to when, and under what circumstances, those...more
Perhaps a friend or business colleague has just contacted you to ask you to join a nonprofit board. You feel honored and excited to receive the invitation, and you have heard of this organization and believe that it has a...more
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
Strengthening Board Control - OpenAI is exploring governance changes that would grant its nonprofit board enhanced voting rights to prevent a hostile takeover by Elon Musk. This move follows Musk’s $97.4 billion bid, which...more
If you have ever been to the Flora-Bama, chances are you have passed by the Caribe Resort in Orange Beach, AL. The Caribe, like many beach resorts, is a condominium building containing individually owned residential units...more
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
Board composition impacts the strategic direction, financial health, and overall performance of every enterprise. A well-functioning board of directors is the backbone of any successful organization, whether it operates...more
We are pleased to share our insights from the 2024 NAAG/NASCO Charities Conference Public Day. This event provided a wealth of information on various aspects of charitable regulation and management at the state level. Below...more
Welcome to EO Radio Show - Your Nonprofit Legal Resource. Episode 90 is a refresh of the third of the original episodes published in the summer of 2022. During these dog days of summer, it's a good time to bring back some of...more
Welcome to EO Radio Show - Your Nonprofit Legal Resource. For the next few weeks, we refresh our earliest episodes on nonprofit basics. During these dog days of summer, it's a good time to bring back some of our early...more
Despite being home to the Silicon Valley, California has not embraced with abandon virtual-only meetings of shareholders. Section 600(e) of the Corporations Code currently does not permit virtual only meetings unless one of...more
The California Nonprofit Corporation Law defines a "proxy" as a "written authorization signed by a member or the member's attorney in fact giving another person or persons power to vote on behalf of such member". Cal. Corp....more
Like many questions in the law, the answer to the question of whether a member of a California nonprofit corporation may maintain a derivative action is "it depends"....more
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
The Church of the Celestial Heart is a California nonprofit religious corporation seeks to import and use a sacramental tea. It so happens that this tea, which is also called Daime or ayahuasca, carries trace amounts of a...more
On December 12, 2023, the Harvard Corporation unanimously reaffirmed its support for President Claudine Gay's continued leadership despite her controversial testimony before the U.S. Congress and allegations of plagiarism. ...more
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
Section 5342(e) of the California Corporations Code requires a nonprofit public benefit corporation to provide, upon the request of a member, to either allow inspection and copying of all members' names, addresses or voting...more
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
Under the California General Corporation Law, a board of directors can take action in two different ways - at a meeting or by unanimous written consent. See Cal. Corp. Code § 307. Over a decade ago, I posed the question of...more
There are potentially a number of ramifications to classifying a board member as employee, including whether the corporation may be entitled to obtain a workplace violence restraining order petition pursuant to Section 527.8...more
On May 2, 2023, Governor Brian Kemp signed Senate Bill 148 into law, making a number of significant changes to the Georgia Nonprofit Corporation Code. These changes went into effect on July 1, 2023. Notable changes for...more