Corporate Governance

Nonprofits and Charitable Organizations

Our attorneys often act as outside general counsel for nonprofit organizations, becoming a trusted advisor and team member. We frequently work with nonprofit clients on all aspects of corporate governance, including conflicts of interest, board and committee operations, and federal and state compliance issues. We have also worked on strategic partnerships between tax-exempt organizations and tax-exempt and for-profit organizations as well as providing advice on legal issues relating to fund-raising and navigating through mergers, restructurings, and other corporate changes. We routinely serve as creative troubleshooters, lead trainings for staff and boards, conduct internal investigations, as well as harness the full capacity of the firm to deal with governance matters, large and small, that require legal input and to resolve complex legal and factual issues. We have counseled clients from the initial formation and implementation phase and as part of the clients' mission-oriented growth and sustained development. Few firms can combine such wide-ranging experience on nonprofit governance matters with the depth and breadth of experience to service the full range of a client's legal needs.

Our attorneys regularly assist boards of directors in amending bylaws, preparing and amending committee charters, identifying potential members of the board, providing training for board members on fiduciary duties, preparing guidelines for board service, and establishing procedures for disclosing and handling potential conflicts of interest. We also work frequently with nonprofit boards, or their compensation committees, in conducting compensation analyses, including retaining and supervising outside compensation consultants. In addition, we assist numerous investment committees in complying with state law obligations and best practices.

Representative Experience

  • Represented the Independent Review Committee appointed by the Board of Regents of the Smithsonian Institution in conducting an investigation into the governance and operations of the Smithsonian.
  • Assisted the Board of Directors of a US nonprofit organization in restructuring the governance of an international program in Latin America carried out jointly with an agency of the World Health Organization.
  • Conducted a compensation analysis and a major, high-profile internal investigation into alleged financial improprieties by the President of American University, and assisted the University in subsequent Department of Justice and Senate Finance Committee investigations.
  • Represented an Independent Committee of a large family foundation in an internal investigation and review of board governance.


UBIT - The Hand That Feeds You
Non-Profits and Associations Forum of the National Capital Region Association of Corporate Counsel, Washington, DC

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