Corporate Governance and Contract Services for Nonprofits



Corporate governance.

We advise nonprofit clients on a full range of governance-related matters, including:

  • articles of incorporation and bylaws;
  • policies and procedures;
  • conflicts of interest and fiduciary duties;
  • codes of ethics and enforcement procedures;
  • private inurement and private benefit;
  • parliamentary procedure;
  • membership standards;
  • record-retention policies and practices;
  • structural and legal relationships among foundations, taxable subsidiaries, chapters, affiliated federations and other industry organizations; and
  • leadership, management and oversight structures. 

For example, we helped the National Retail Federation develop a new conflicts of interest policy and disclosure process for its board of directors, and we assisted the United Way of the National Capital Area, the International Municipal Signal Association and the Building Industry Association of Southern California in overhauling and instituting new governance structures and procedures.

We also regularly attend our clients’ board, executive committee, membership and other meetings as needed.

Contract services.

Contracts are a core aspect of any nonprofit counseling practice. That’s why it’s not surprising that there is rarely a type of contract for which we do not have a model form and hundreds of samples to draw upon, or that we have not previously drafted, negotiated, revised and, if necessary, litigated or arbitrated. In fact, because we have previously negotiated contracts with most of the leading vendors and facilities that provide products and services to nonprofits, we are able to bring a wealth of inside experience to each transaction in a way that few, if any, law firms can. This has proven to be of enormous value to our nonprofit clients.

We also know how to resolve disputes about contracts. From our extensive work with meeting, trade show and hotel and convention center contracts, to chapter affiliation agreements, to endorsement and sponsorship agreements, to software licensing and web-hosting contracts, to much else, we bring a very experienced perspective to the resolution of contractual issues. Our attorneys are seasoned contract negotiators who are deeply valued by, and deliver consistent results for, our clients.