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How to Draft Nonprofit Bylaws

Membership disputes, director concerns, proper meeting notification and voting procedure questions are just a few issues that may lead to a review of nonprofit bylaws. Are your client's bylaws up-to-date? Do they address the organizations current practices? This course will review practical how-to's and key drafting skills. Register today!

  • Understand the importance of performing regular reviews of existing bylaws to address necessary amendments or revisions.
  • Learn how to establish and carry out the purpose of the nonprofit bylaws.
  • Discuss required policies and procedures that must be addressed in the bylaws.

Session time: 1:00 PM to 2:30 PM Eastern
Presented by: Samuel G. Coppersmith

  1. Overview
    1. State Nonprofit Corporate Status vs. Federal Tax-Exempt Status
    2. Hierarchy of Governing Law for Nonprofit Entities
    3. Common Features of State Nonprofit Corporate Statutes and Forms
  2. Drafting Member-Elected or Self-Perpetuating Board of Directors
    1. Multi-Member (Regular) Model
    2. Self-Perpetuating Board of Directors
    3. Single-Member Model
  3. Adopting and Updating Bylaws
    1. Drafting Timelines
    2. Use of a Bylaws/Governance Committee
    3. Preparing the Role of Legal Counsel
      1. Consistency with Other Governance Documents
      2. Requirements Under State Law and IRS Exempt Status
    4. Outlining Amendments and Periodic Reviews
    5. Required Approvals
  4. A How-to Drafting Guide
    1. Preparing Purposes and Objectives/Mission
      1. Required IRS Language on Purposes, Operations
      2. Required IRS Language on Dissolution
    2. Drafting Membership Categories and Rights
    3. Terminating Membership
    4. Membership Quorum, Voting, and Action Without Meeting
      1. Electronic and Proxy Voting
      2. Mail Ballots
    5. Outlining Board Composition and Number of Members
      1. Minimum Size Under State Law
      2. Board Quality and Diversity for IRS Application
      3. Best Practices
      4. Director Appointment/Election/Removal
    6. Board Quorum/Action
      1. Electronic Attendance
      2. Proxy Voting
      3. Supermajority Voting
      4. Any Outside (i.e. National) Approvals for Certain Significant Actions
    7. Writing the Committee Structure
      1. Board (Standing) Committees
      2. Advisory (Ad Hoc) Committees
    8. Officers
      1. Designation of Officers, Creation of Additional Officers
      2. Appointment/Engagement/Removal of Officers
    9. Drafting Limitation of Liability and Indemnification
      1. State Law Requirements
      2. Role of Articles of Incorporation
    10. Preparing Amendments
    11. Other Issues
      1. Corporate Name
      2. Fiscal Year
      3. Audit
      4. Limits on Transactional Authority
      5. Certification for IRS Application
  5. Policies and Procedures
    1. Preparing IRS Quasi-Required Policies
      1. Conflict of Interest Policy
      2. Compensation Policy
    2. Drafting Other Useful Policies
      1. Whistleblower Protection Policy
      2. Document Retention Policy
      3. Joint Venture Policy

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