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Live Teleconference

Drafting and Revising Nonprofit Bylaws: Common Pitfalls and Best Practices

Teleconference

Date:

Thursday, June 29, 2017

Product ID#:

75919ER

Time:

Eastern: 1:00 pm-2:30 pm
Central: 12:00 pm-1:30 pm
Mountain: 11:00 am-12:30 pm
Pacific: 10:00 am-11:30 am

$209.00

$199 / Each Additional

Includes Downloadable Course Book

Credit Information

Choose State:



CPE for Accountants

  • National Association of State Boards of Accountancy - 1.50

Program Description

Maximizing the Effective Governance of Nonprofits

Bylaws are the foundational guidelines that govern the internal management of every nonprofit. Having deficient bylaws can cause an organization countless headaches, create legal problems, and make the governance of a nonprofit very difficult and inefficient. Join us as our expert faculty explains how to draft and revise nonprofit bylaws - step-by-step - and points out the most common mistakes made, as well as highlighting best practices. Register today!

  • Explore the best process for updating nonprofit bylaws.
  • Know exactly what to include in specific provisions (and what not to include).
  • Focus on the most common mistakes found in many nonprofit bylaws.

Who Should Attend

This course is designed for attorneys. It may also benefit executive directors, trustees, officers, presidents and vice presidents of non-profit organizations; accountants; financial planners; enrolled agents; and paralegals.

Course Content

  1. Overview
  2. Member-Elected or Self-Perpetuating Board
  3. Process for Adopting and Updating Bylaws
  4. Step-by-Step Guide
  5. Policies and Procedures

Continuing Education Credit


Continuing Legal Education

Credit Hrs State
CLE 1.50 -  AK
CLE 1.50 -  AL
CLE 1.50 -  AR
CLE 1.50 -  AZ
CLE 1.50 -  CA
CLE 2.00 -  CO
CLE 1.50 -  CT
CLE 1.50 -  DE
CLE 2.00 -  FL*
CLE 1.50 -  GA
CLE 1.50 -  HI
CLE 1.50 -  IA
CLE 1.50 -  ID
CLE 1.50 -  IL
CLE 1.50 -  IN
CLE 1.50 -  KS
CLE 1.50 -  KY
CLE 1.50 -  LA
CLE 1.50 -  ME
CLE 1.50 -  MN
CLE 1.80 -  MO
CLE 1.50 -  MP
CLE 1.50 -  MS
CLE 1.50 -  MT
CLE 1.50 -  NC
CLE 1.50 -  ND
CLE 1.50 -  NE
CLE 1.50 -  NH
CLE 1.80 -  NJ
CLE 1.50 -  NM
CLE 1.50 -  NV
CLE 1.50 -  NY*
CLE 1.50 -  OH
CLE 2.00 -  OK
CLE 1.50 -  OR*
CLE 1.50 -  PA
CLE 1.50 -  RI
CLE 1.50 -  SC
CLE 1.50 -  TN
CLE 1.50 -  TX
CLE 1.50 -  UT
CLE 1.50 -  VA
CLE 1.50 -  VT
CLE 1.50 -  WA
CLE 1.50 -  WI
CLE 1.80 -  WV
CLE 1.50 -  WY

Continuing Professional Education for Accountants

Credit Hrs State
CPE for Accountants 1.50 -  AZ
CPE for Accountants 1.50 -  NY*
CPE for Accountants 1.50 -  WA
CPE for Accountants 1.00 -  WI

National Association of State Boards of Accountancy – CPE for Accountants: 1.50 *

* denotes specialty credits

Agenda / Content Covered

Session Time: 1:00 PM - 2:30 PM Eastern
Presenter: William M. Klimon

  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. Member-Elected or Self-Perpetuating Board
    1. Multi-Member (Regular) Model
    2. Self-Perpetuating Board of Directors
    3. Single-Member Model
  3. Process for Adopting and Updating Bylaws
    1. Timelines
    2. Use of a Bylaws/Governance Committee
    3. Role of Legal Counsel
      1. Consistency with Other Governance Documents
      2. Requirements Under State Law and IRS Exempt Status
    4. Amendments and Periodic Reviews
    5. Required Approvals
  4. Step-by-Step Guide
    1. Purposes and Objectives/Mission
      1. Required IRS Language on Purposes, Operations
      2. Required IRS Language on Dissolution
    2. Membership Categories and Rights
    3. Membership Termination
    4. Membership Quorum, Voting, and Action Without Meeting
      1. Electronic and Proxy Voting
      2. Mail Ballots
    5. Board Composition and Number of Members
      1. Minimum Size Under State Law
      2. Board Quality and Diversity for IRS Application
      3. Best Practices
    6. Director Appointment/Election/Removal
    7. Board Quorum/Action
      1. Electronic Attendance
      2. Proxy Voting
      3. Supermajority Voting
      4. Any Outside (i.e. National) Approvals for Certain Significant Actions
    8. Committee Structure
      1. Board (Standing) Committees
      2. Advisory (Ad Hoc) Committees
    9. Officers
      1. Designation of Offices, Creation of Additional Offices
      2. Appointment/Election
      3. Removal
    10. Limitation of Liability and Indemnification
      1. State Law Requirements
      2. Role of Articles of Incorporation
    11. Rules of Procedure/Parliamentary Authority
    12. Amendments
    13. 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. IRS Quasi-Required Policies
      1. Conflict of Interest Policy
      2. Compensation Policy
    2. Other Useful Policies
      1. Whistleblower Protection Policy
      2. Document Retention Policy
      3. Joint Venture Policy

WILLIAM M. KLIMON is a member of Caplin & Drysdale, Chartered's corporate law and exempt organizations groups. For the last fifteen years, he has served as trusted counsel to a diverse range of nonprofit organizations, including many large private foundations, public charities, churches and other nonprofit organizations. Mr. Klimon's legal services primarily address the corporate challenges facing tax-exempt entities, such as corporate governance, transactional matters (including mergers and acquisitions), and affiliation among nonprofits and between nonprofits and for-profit businesses. He is a member of the American Bar Association (Business Law Section, Nonprofit Organizations Committee), for which he co-chairs its joint subcommittee on nonprofit corporate governance. Mr. Klimon earned his B.A. degree from the University of Pennsylvania; his J.D. degree, with honors, from the University of Maryland School of Law (Order of the Coif); and his LL.M. degree from Georgetown University Law Center.

Please refer to Continuing Education Credit FAQ for general information about seeking credit for your participation in one of our continuing education programs.

Additionally, our team of credit specialists are here to answer your specific credit-related questions weekdays 7am - 5pm Central:

Phone: 866-240-1890

Email: credit@nbi-sems.com


Accreditation Details

Continuing Legal Education

AK CLE: 1.50
Alaska Bar members may claim credit for attending CLE programs that have been accredited by other mandatory CLE jurisdictions. This program may qualify for up to 1.5 hours of credit, which includes 1.5 hours of VCLE credit under the voluntary CLE Rule of the Alaska Bar Association and 0.0 hours of MECLE ethics under the mandatory ethics continuing legal education CLE Rule.


AL CLE: 1.50
This course or a portion thereof has been approved by the Alabama State Bar Mandatory Continuing Legal Education Commission for a maximum of 1.5 credit hours, including 0.0 ethics credits.


AR CLE: 1.50
NBI, Inc. is an accredited sponsor in the state of Arkansas. This program is approved for 1.5 hours of continuing legal education credit, including 0.0 hour of ethics, consistent with the rules and regulations of the Arkansas Supreme Court of Professional Programs.


AZ CLE: 1.50
The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. This activity may qualify for up to 1.5 hours toward your annual MCLE requirement for the State of Arizona, including 0.0 hour of professional responsibility.


CA CLE: 1.50
This activity has been approved for Minimum Continuing Legal Education credit by the State Bar of California in the amount of 1.5 hours, of which 0.0 hour will apply to legal ethics. NBI, Inc. certifies this activity conforms to the standards for approved education activities prescribed by the rules and regulations of the State Bar of California governing minimum continuing legal education. NBI, Inc. is a State Bar of California approved MCLE provider - #53.


CO CLE: 2.00
This program may qualify for up to 2.0 hours of self-study general Colorado Continuing Legal Education Credit, including 0.0 ethics credit.


CT CLE: 1.50
Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. It is the opinion of NBI, Inc. that this activity qualifies for up to 1.5 hours toward your annual CLE requirement in Connecticut, including 0.0 hour(s) of ethics/professionalism.


DE CLE: 1.50
NBI, Inc. is an accredited sponsor of the Delaware Commission on Continuing Legal Education and recommends this program for 1.5 hours of eCLE credit, including 0.0 hour of enhanced ethics. No more than 12.0 hours of eCLE credit may be earned during a reporting period.


FL CLE: 2.00 Including - Business Litigation: 2.00
Approved by The Florida Bar for a maximum of 2.0 general hours of CLER credit including 0.0 hour of ethics. Certification: 2.0 - Business Litigation


GA CLE: 1.50
This program is approved by the Georgia Commission on Continuing Lawyer Competency. This program may qualify for up to 1.5 hours of distance learning continuing legal education credit with the Georgia Commission on Continuing Lawyer Competency, which includes 0.0 hour of distance learning ethical considerations.


HI CLE: 1.50
NBI, Inc. is an Accredited Provider with the Hawaii State Board of Continuing Legal Education. This alternative format activity has been approved for up to 1.5 hours of credit for the state of Hawaii, which includes 0.0 hour of ethics or professional responsibility education.


IA CLE: 1.50
"Drafting and Revising Nonprofit Bylaws: Common Pitfalls and Best Practices" is an accredited program under the regulations of the Iowa Supreme Court Commission on Continuing Legal Education. It is planned that this program will provide a maximum of 1.5 hours of regular credit toward the mandatory continuing legal education requirements under the Iowa rule, including 0.0 hour of ethics credit.


ID CLE: 1.50
Approved for 1.5 hours of continuing legal education credit in the state of Idaho, which includes 0.0 ethics credit.


IL CLE: 1.50
This program has been approved by the Illinois MCLE Board for 1.5 hours of CLE credit.


IN CLE: 1.50
This course has been approved by the Indiana Commission for Continuing Legal Education. Participating attorneys are eligible to receive up to 1.5 hours of distance education, which includes 0.0 hour of ethics. Newly admitted attorneys may receive up to 1.5 hours of new attorney CLE. No more than 9.0 hours of distance education CLE credit may be earned during a reporting period, and there is no carry over of excess distance education hours.


KS CLE: 1.50
Approved by the Kansas Continuing Legal Education Commission for 1.5 hours of nontraditional format continuing legal education credit, which includes 0.0 hour of ethics and professionalism credit. No more than 5.0 hours of nontraditional format CLE may be earned in one compliance period.


KY CLE: 1.50
This activity has been approved by the Kentucky Bar Association Continuing Legal Education Commission for a maximum of 1.5 credits, of which 0.0 hour relates to ethical considerations.


LA CLE: 1.50
This course or a portion thereof has been approved by the Mandatory Continuing Legal Education Committee of the Louisiana Supreme Court. This program may qualify for up to 1.5 hours (based on a 60-minute credit hour) of self-study credit, of which 0.0 hour will apply to self-study ethics credit. No more than 4.0 hours of distance learning CLE credit may be earned during a reporting period.


ME CLE: 1.50
This course has been approved by the State of Maine Board of Overseers of the Bar. Lawyers who complete this course shall receive 1.5 hours of CLE credit including 0.0 ethics hours under M. Bar R. 12.


MN CLE: 1.50
This course has been approved by the Minnesota Board of Continuing Legal Education for 1.5 hours of credit, including 0.0 hour of ethics.


MO CLE: 1.80
NBI, Inc. is an accredited sponsor with Missouri Minimum Continuing Legal Education. This program qualifies for 1.8 hours of CLE credit, which includes 0.0 hour of ethics, professionalism or malpractice prevention credit.


MP CLE: 1.50
This course has been approved by the Commonwealth of the Northern Mariana Islands. Lawyers who complete this course shall receive 1.5 hours of CLE credit including 0.0 ethics hours.


MS CLE: 1.50
This course has been approved by the Mississippi Commission on Continuing Legal Education for a maximum of 1.5 hours of on-line credit, which includes 0.0 hour of ethics. No more than 6.0 hours of on-line CLE credit may be earned during a reporting period.


MT CLE: 1.50
Approved for 1.5 hours of CLE credit by the Montana Commission on Continuing Legal Education, including 0.0 hour of ethics.


NC CLE: 1.50
NBI, Inc. is an accredited sponsor with the North Carolina State Board of Continuing Legal Education. Attendance of this program will result in 1.5 hours of CLE credit, including 0.0 ethics.


ND CLE: 1.50
This program has been approved by the North Dakota Commission for Continuing Legal Education for 1.5 hours of CLE credit, including 0.0 hour of ethics credit.


NE CLE: 1.50
NBI, Inc. is an accredited CLE sponsor in the state of Nebraska. This activity has been approved for up to 1.5 distance learning CLE credits, including 0.0 hour of professional responsibility credit. No more than 5.0 hours of distance learning CLE credit may be earned during a reporting period.


NH CLE: 1.50
NHMCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. NBI, Inc. believes this course meets the requirements of NH Supreme Court Rule 53 toward the annual NHMCLE requirement.


NJ CLE: 1.80
This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.8 hours of alternative format CLE credit. Of these, 0.0 qualify as hours of alternative learning format credit for ethics/professionalism. No more than 12.0 hours of alternative learning format CLE credit may be earned during a reporting period.


NM CLE: 1.50
This program has been approved by the New Mexico Minimum Continuing Legal Education for 1.5 hours of credit, including 0.0 hour of ethics.


NV CLE: 1.50
This course has been approved by the Nevada Board of Continuing Legal Education. This program may qualify for up to 1.5 hours of alternative format CLE credits by the Nevada Board of Continuing Legal Education, which includes 0.0 hour of alternative format ethical considerations.


NY CLE: 1.50 Including - Areas of Professional Practice: 1.50
This course has been approved in accordance with the requirements of the New York State Continuing Legal Education Board for a maximum of 1.5 credit hours. 1.5 hours can be applied to the Areas of Professional Practice requirement. and 0.0 hour can be applied toward the ethics and professionalism requirement. This nontraditional format program is appropriate for newly admitted and experienced attorneys.


OH CLE: 1.50
This course has been approved by the Ohio Supreme Court Commission on Continuing Legal Education for up to 1.5 self-study CLE credit hours, including 0.0 hour of attorney professional conduct instruction. No more than 12.0 hours of approved self-study CLE credit may be earned for a biennial reporting period.


OK CLE: 2.00
This course has been approved by the Oklahoma Bar Association Mandatory Continuing Legal Education Commission for 2.0 hours of CLE credit, which includes 0.0 hour of legal ethics.


OR CLE: 1.50 Including - Practical Skills: 1.50
NBI, Inc. is an approved sponsor with the Oregon MCLE. This program is approved for 1.5 hours of general or practical skills continuing legal education credit and 0.0 hour of ethical considerations credit.


PA CLE: 1.50
This program has been approved by the Pennsylvania Continuing Legal Education Board. This program may qualify for up to 1.5 hours of distance learning credit, including 1.5 hours of substantive law, practice and procedure CLE credit and 0.0 hour of ethics, professionalism or substance abuse distance learning CLE credit. No more than 6.0 hours of distance learning CLE credit may be earned during a reporting period.


RI CLE: 1.50
National Business Institute is an accredited sponsor with the Rhode Island MCLE Commission. This program is approved for 1.5 hours of CLE credit in Rhode Island, including 0.0 of ethics.


SC CLE: 1.50
This course is accredited by the South Carolina Commission on Continuing Legal Education and Specialization for 1.5 hours, of which 0.0 hour relates to ethical considerations.


TN CLE: 1.50
This course has been approved by the Tennessee Commission on Continuing Legal Education for a maximum of 1.5 hours of Distance Learning credit, including 0.0 hour of ethics.


TX CLE: 1.50
This course is accredited for Minimum Continuing Legal Education credit by the State Bar of Texas Committee on MCLE in the amount of 1.5 credit hours, of which 0.0 credit hour will apply to legal ethics/professional responsibility credit. Hours in attendance at National Business Institute CLE seminars may be applied to the minimum Judicial Education requirement.


UT CLE: 1.50
National Business Institute is an approved "presumptive provider" with the Utah State Board of Continuing Legal Education. This program may qualify for up to 1.5 hours of self-study CLE credit for Utah attorneys, which includes 0.0 hour of ethical considerations.


VA CLE: 1.50
This course has been approved by the Virginia Mandatory Continuing Legal Education Board for 1.5 hours of credit, which includes 0.0 hour of ethics.


VT CLE: 1.50
This course has been approved by the Vermont Board of Mandatory Continuing Legal Education for 1.5 hours of credit, including 0.0 hour of ethics.


WA CLE: 1.50
Approved for 1.5 hours of Washington continuing legal education credit, which includes 1.5 hours of Law and Legal Procedure and 0.0 hour of ethics.


WI CLE: 1.50
Approved for 1.5 hours of CLE credit by the Board of Bar Examiners, including 0.0 hour of ethics and professional responsibility (EPR) credit.


WV CLE: 1.80
This program may qualify for up to 1.8 hours of self-study credit, which includes 0.0 hour of self-study ethics credit, under the West Virginia Rules for Mandatory Continuing Legal Education. No more than 12.0 hours of self-study CLE credit may be earned during a reporting period.


WY CLE: 1.50
The Wyoming State Board of Continuing Legal Education has granted 1.5 hours of Continuing Legal Education Credit, including 0.0 hour of ethics.



Continuing Professional Education for Accountants

AZ CPE: 1.50
The Arizona State Board of Accountancy does not approve or accredit CPE activities for the Mandatory Continuing Professional Education requirement. This activity is designed to qualify for 1.5 hours of CPE credit for accountants toward their CPE requirement for the state of Arizona.

This is a basic to intermediate level program presented in a group live setting. Accountants should have a basic understanding of governance of nonprofits. Upon completion of this course, attendees should be able to: 1. State best practices for updating nonprofit bylaws. 2. List key provisions of nonprofit bylaws. 3. Identify the most common mistakes found in nonprofit bylaws.

NY CPE: 1.50 Including - Advisory Services: 1.50
National Business Institute is an approved sponsor with the New York State Board of Public Accountancy. This program is designed to qualify for 1.5 hours of CPE credit for accountants (Sponsor License # 000232).

This is a basic to intermediate level program presented in a group live setting. Accountants should have a basic understanding of governance of nonprofits. Upon completion of this course, attendees should be able to: 1. State best practices for updating nonprofit bylaws. 2. List key provisions of nonprofit bylaws. 3. Identify the most common mistakes found in nonprofit bylaws. Field(s) of Study -- Advisory Services.

WA CPE: 1.50
This program qualifies for 1.5 hours of continuing education credit for accountants.

This is a basic to intermediate level program presented in a group live setting. Accountants should have a basic understanding of governance of nonprofits. Upon completion of this course, attendees should be able to: 1. State best practices for updating nonprofit bylaws. 2. List key provisions of nonprofit bylaws. 3. Identify the most common mistakes found in nonprofit bylaws.

WI CPE: 1.00
This activity may qualify for 1.0 hours of CPE credit for accountants toward the CPE requirement for the state of Wisconsin.

This is a basic to intermediate level program presented in a group live setting. Accountants should have a basic understanding of governance of nonprofits. Upon completion of this course, attendees should be able to: 1. State best practices for updating nonprofit bylaws. 2. List key provisions of nonprofit bylaws. 3. Identify the most common mistakes found in nonprofit bylaws.


National Association of State Boards of Accountancy

N NAS: 1.50 Including - Business Law: 1.50
NBI, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.learningmarket.org. This program is designed to qualify for 1.5 hours (based on 50 minute credit hour) of continuing professional education credit for accountants. For more information regarding administrative policies such as complaint and refund, please contact our offices at (800) 930-6182.

This is a basic to intermediate level program presented in a group live setting. Accountants should have a basic understanding of governance of nonprofits. Upon completion of this course, attendees should be able to: 1. State best practices for updating nonprofit bylaws. 2. List key provisions of nonprofit bylaws. 3. Identify the most common mistakes found in nonprofit bylaws. Field(s) of Study -- Business Law.

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Call: 800.930.6182
Fax: 715.835.1405
Mail: NBI
P.O. Box 3067
Eau Claire, WI 54702