Drafting Nonprofit Bylaws: Protecting Your Organization

Webinar: ID# 1023440
Recorded CD
About This Course:
Bylaws are the rules of the road for governance of the nonprofit organization. Yet often nonprofits use templates taken off the web, the standard form provided by their attorney when the organization was first incorporated, or bylaws that haven't been reviewed in many years, instead of tailoring them to their current needs and practices and updating them when their state's laws change.

In this webinar, we will discuss many of the key provisions to include in nonprofit bylaws, options and decision points relating to these key provisions, tips for drafting user-friendly and legally-compliant bylaws, and short scenarios illustrating some thorny issues relating to bylaws and potential resolutions of those issues.


Legal Requirements for Nonprofit Bylaws
  • State Nonprofit Statutes
  • Internal Revenue Code ( Tax-Exempt Nonprofits)
  • Funding Source Regulations and Contractual Requirements
  • Relationship to Articles of Organization
Some Key Bylaws Provisions
  • Principal Office Location
  • Members
  • Governing Body
  • Officers
  • Committees
  • Conflicts of Interest
  • Written Consent
  • Fiscal Year
  • Execution of Papers
  • Indemnification and Personal Liability
  • Amendment of Bylaws
Drafting Tips
  • Determine Appropriate Level of Detail for Organization or Client
  • State Law Default Provisions
  • Know Your Organization's Government Funding Sources' Requirements
  • What Not to Include
  • Use Plain English
  • Consistency
Bylaws Scenarios Topics
  • Authority of Executive Committees
  • Term Length and Limits
  • Committee Membership
  • Confusion Between Members and Members of Board of Directors
  • Participation in Meetings by Phone or Electronic Means
  • Inconsistency Between Purposes Described in Bylaws and Legal Purposes in Articles
  • Noncompliance With Board Selection Provisions
  • Scope of Indemnification
  • Removal of Board Members
  • Authority to Amend Bylaws
Ramifications of and Solutions to Bylaws Noncompliance
About The Presenter

Anita S. Lichtblau
  • Partner in nonprofit practice of Casner & Edwards, LLP, Boston
  • Represent hundreds of nonprofit organizations, ranging from small start-up organizations making educational films in Africa, to large national educational, human service and health-related membership organizations
  • Areas of legal expertise include nonprofit formation and affiliations, government and foundation grants and contracts, tax exemption issues, governance, cy pres and deviation actions, dissolutions, fundraising, lobbying and political activity, and employment and executive compensation
  • Tax-Exempt Organization Section of Boston Bar Association: member of Steering Committee, co-chair of Education Committee, and member of Nonprofit Act Reform Task Force
  • Presented workshops and webinars at American Boston Bar Association conference, Boston Bar Association, Massachusetts Human Services Providers Council, Massachusetts Continuing Legal Education, Lawyers’ Clearinghouse, and many more conferences
  • Contributed an essay entitled “Endowments or Restricted Gifts: Accessible or Hands-Off?” to the book The Legal Guide to Museum Professionals, edited by Julia Courtney and published in 2015 by Rowman & Littlefield
  • Former executive director/general counsel of Community Action Program Legal Services, Inc. (“CAPLAW”), a national nonprofit organization providing legal training and consultation to over 700 nonprofit Community Action Agencies nationwide
  • Conducted hundreds of workshops and webinars across the U.S. on nonprofit governance and other related topics at state and regional conferences of community action agencies and other nonprofits
  • Wrote numerous articles and other publications for CAPLAW and other community action national organizations, including “Tools for Top-Notch Community Action Agencies: A Practical Approach to Governance and Financial Excellence”
  • Former general counsel of large human services nonprofit organization in Boston
  • Graduate of Harvard Law School and Cornell University
Drafting Nonprofit Bylaws: Protecting Your Organization
Available on CD format
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