Bylaws: Indemnification

Published on: September 8, 2021March 12, 2022 by Gene Takagi

Indemnification in the context of nonprofit bylaws generally refers to how the nonprofit will protect its directors and other agents in the event they are sued for acting in their capacity as agents of the nonprofit. More specifically, indemnification is an assurance by the organization to make good an individual or group of individuals against […]

DEI and Bylaws: Board Composition

Published on: December 20, 2018December 21, 2018 by Gene Takagi

As we’ve discussed in a previous post, one way to anchor diversity, equity, and inclusion (“DEI”) as a core value of an organization is to include DEI principles and language into an organization’s Bylaws. A common starting place for nonprofit corporations is the composition of the board of directors. Each organization should determine for itself […]

Diversity, Equity, and Inclusion in Nonprofit Bylaws

Published on: October 18, 2018October 21, 2018 by Michele Berger

Nonprofits should be at the forefront of encompassing diversity, equity, and inclusion (“DEI”) into their governance and operations. While discussions regarding DEI are increasingly prevalent in the nonprofit sector, the next, more difficult, step forward is to turn the discussions into action. How do we, as part of the nonprofit community dedicated to the benefit […]

Ex Officio Director – What? Why? How?

Published on: October 5, 2018 by Gene Takagi

Many nonprofits use the term “ex officio director” (or “ex officio board member”) without a clear understanding of what the term means and how to properly incorporate one or more ex officio directors in their governance structures. Definitions The term director refers to an individual serving as a voting member of the board of directors […]

Amending Bylaws of a California Nonprofit Corporation

Published on: September 2, 2017September 2, 2017 by Gene Takagi

We are often asked to help nonprofit corporations review their bylaws and amend them as necessary or as desired. Bylaws may need to be reviewed and amended for legal compliance or risk management purposes or to match the existing or desired policies/practices of the corporation. The following are steps for amending the bylaws of a […]

7 Reasons to Review Your Bylaws Now

Published on: January 26, 2015January 25, 2015 by Gene Takagi

The bylaws of a nonprofit corporation are the board’s internal rules and instruction manual for how the nonprofit is governed. It may be the nonprofit’s single most important document. Here are 7 reasons why you should review your bylaws for legal and internal compliance: 1. To ensure legal compliance with applicable state and federal laws. […]

10 New Year’s Resolutions for Your Board

Published on: January 11, 2010January 2, 2020 by Gene Takagi 3 Comments

The close of one year and start of a new year is a great time for reflection and resolution. Here is a list of 10 resolutions for your nonprofit board of directors to consider: We will review the stated purpose statements in our articles of incorporation and bylaws to make sure they are consistent with […]

Nonprofit Bylaws – Common Issues

Published on: September 8, 2009September 16, 2019 by Gene Takagi 18 Comments

This post highlights some common issues with the bylaws of a nonprofit corporation. Basics About Bylaws Bylaws may contain any provision, not in conflict with law or the corporation’s articles of incorporation, for the management of the activities and for the conduct of the affairs of the corporation. Bylaws should provide guidance to the corporation’s […]