Nonprofit Issues for the “Non” Nonprofit Lawyer: Nonprofit Governance

Level: Advanced
Runtime: 93 minutes
Recorded Date: February 15, 2017
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  • Types of nonprofit governance structures
  • Form 990 requirements—governance provisions
  • Duties imposed on directors and other managers of nonprofits
  • Permissible delegation of duties
  • Potential liabilities of directors
  • Protections for directors, including statutory exoneration, D&O coverage and indemnification
  • Board/Staff relationship
  • Lawyer serving on a client board
Runtime: 1 hour and 33 minutes
Recorded: February 15, 2017


Join this talented panel of as they discuss the basic rules of formation, tax issues, and governance.

This program was recorded on February 15th, 2017.

Provided By

American Bar Association


Willard L. Boyd III

Nyemaster Goode, PC

Bill Boyd is a member of the firm’s Business, Finance, and Real Estate Department and practices in the area of corporate law (organization, operation, and planning), regulatory law (financial institutions, health, insurance, and government contracts), and commercial law (secured loans, mergers, and acquisitions). Prior to joining Nyemaster Goode, Bill practiced with a law firm in Washington, D.C.

Bill is a frequent speaker on corporate governance, privacy, and business entity issues. He is a contributor to the Iowa Legal Research Guide, the Iowa State Bar Association Business Law Manual, and the Legal Guide for Iowa Nonprofits. He is a past Chair of the Business Law Section and Trade Regulation Section of the Iowa State Bar Association. Bill is also active in the American Bar Association and serves as a liaison to the ABA Corporate Laws Committee. He is a past chair of the Nonprofit Organizations Committee and the State and Local Bar Relations Committee of the ABA Business Law Section.

Bill received his B.A. with high honors from the University of Michigan and his J.D. with distinction from the University of Iowa College of Law.

Lisa A. Runquist

Lisa A. Runquist, Esq.

Lisa has practiced law with both nonprofit organizations and business organizations since her admission to the Minnesota Bar in 1977 and to the California Bar in 1978. Lisa is a graduate from Hamline University, where she received her B.A. in Philosophy, and the University of Minnesota Law School.

Lisa is a prolific writer and author. She is the principal author and editor of the recently released Guide to Representing Religious Organizations, published in February 2009 by the American Bar Association, Business Law Section and the author of a guidebook The ABCs of Nonprofits, published in April 2005 by the American Bar Association, Business Law Section.(Click here to read a review by Stephen Nill, founder of CharityChannel.) She has also written numerous articles and contributed extensively to professional literature regarding nonprofit organizations, and is regarded as an expert in the area of nonprofit organizational law. Lisa was the first recipient of the Outstanding Lawyer Award by the ABA Business Law Section, a Nonprofit Lawyers Award.

Michael E. Malamut

Massachusetts Dept. of Housing Community and Development

Michael E. Malamut is one of the few attorneys nationwide who has also obtained the highest credentials as a professional parliamentarian and a governance trainer. His work in the nonprofit sector concentrates on entity formation, reorganization, governance structure, governance policy formulation and review, membership association-subordinate unit relationships, member discipline, and meeting procedures. He has written numerous articles on these and related topics and regularly presents at continuing legal education seminars and in other adult education venues. He has been active in nonprofit issues in the American Bar Association, serving as Chair of the Business Law Section’s Nonprofit Organizations Committee (2011-14) and Liaison to the ABA Commission on Homelessness and Poverty.

He is currently serving as Chair of the Opinions Committee of the American Institute of Parliamentarians and is past President of the American College of Parliamentary Lawyers. He was a member of the authorship team for the new American Institute of Parliamentarians Standard Code of Parliamentary Procedure, published in 2012, for which he supplied the legal citations. He is credentialed as a Certified Governance Trainer by BoardSource, as a Professional Registered Parliamentarian with National Association of Parliamentarians, and as a Certified Professional Parliamentarian and Teacher with AIP. He currently serves on the Murray Inn of Court Board of Directors, and as an elected Commissioner of Trust Funds in his hometown of Dedham, Massachusetts, where he resides with his wife, physician Catherine Milch Malamut, and two children. He received his undergraduate degree in Public and International Affairs from Princeton University and his J.D. cum laude from Harvard Law School, where he was Senior Editor of the Harvard International Law Journal.

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