Nonprofit board has no fiduciary duty to members

The board of directors of a nonprofit university alumni association has no fiduciary duty to the members of the association, a Court of Appeals in Texas has ruled. The issue arose in a long-running and complicated case involving ticket and parking rights purchased by members of the Texas A&M 12th Man Foundation (formerly the Aggie Club) for the University’s football games. When the University built a new stadium, it had to change its seating and parking rights for donors who received such rights in the old stadium. In December, 2017, some of the unhappy donors sued for breach of contract, promissory estoppel, breach of fiduciary duty and lack of good faith. After numerous procedural...

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September Webinar

Lobbying and Electioneering for Nonprofits
Wednesday, September 18, 2024
1:30-3:00 PM ET

Want to impact the next election?

Want to know what nonprofits can do to affect public policy?

The elections in November will shape the future of our country. Nonprofits and their stakeholders have an interest in the outcome.

Most webinars on lobbying and electioneering for nonprofits concentrate on what charities may not do. This webinar will concentrate on what charities and other nonprofits can do in elections and policy development throughout the year.

Charities exempt under section 501(c)(3) of the Tax Code are prohibited from endorsing or opposing candidates running for public office at any level of government and are limited in how much lobbying they can do in supporting or opposing specific legislation. But “social welfare organizations” exempt under section 501(c)(4) of the Tax Code do not face such limitations.

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PA Bar Institute

Don Kramer's annual what's new and what's hot in nonprofit law. The presentation included discussion of:

* Federal tax law cases, including one to invalidate the requirement for Schedule B on the annual Form 990 for charities and one to challenge the prohibition on electioneering and substantial lobbying, and the request to require demographic information on boards of large public charities on the Form 990.
* Challenges to higher education, including federal taxes, unionization, new Title IX regulations, name, image and likeness issues, and challenges to diversity, equity and inclusion programs.
* Status of the new annual report requirement for Pennsylvania nonprofit corporations.
* Updates on charitable solicitation registration issues.
* Standing issues.
* Special issues with charitable trusts, including one holding that many minor breaches of fiduciary duty can add up to a significant breach of duty.
* Other interesting cases, including one holding that donor lists are not trade secrets subject to protection from use by a former fundraiser.

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Nonprofit bylaw review

Don Kramer will review and comment on your own current or proposed bylaws

Do your Bylaws reflect the way you actually operate? Do they protect the interests of those who should be protected? Do they spell out clearly how to deal with governance issues? Or do they create uncertainty for those who have to implement them?

Most nonprofits don't spend a lot of time looking at their Bylaws until there is a question or a dispute. That's when you need bylaws that are clear and unambiguous, so your questions on how to proceed are already answered. That's when bad bylaws can lead to unnecessary controversies or even costly litigation. Nonprofit Issues editor Don Kramer will review your current or proposed Bylaws to see if they work for you.

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SAY THAT AGAIN?

June 4, 2024

We saw an invitation to attend a webinar recently on creating successful surveys.

A successful outcome, the invitation said, will not be achieved “without knowledge and the no how.”

It might also be helpful to understand the English language and not rely so much on spell check.

Thanks to Catherine Gillespie of Montgomery, McCracken for this one.

See our "Say That Again" collection

Special Report Available

Increasing Gender Diversity on the Boards of Nonprofit Eds and Meds: Why and How to Do It

This report provides a rare inside view on barriers women face to selection and success that are particular to nonprofit organizations and makes specific recommendations on how to improve the gender ratio.
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Nonprofit board has no fiduciary duty to members

Nonprofit board has no fiduciary duty to members