Business, Corporate & Nonprofit Governance

Nonprofit and Corporate Governance

Michel & Associates, P.C. advises and represents nonprofit organizations, associations, advocacy groups, foundations, clubs, corporations, and other mission-driven entities in governance, regulatory, employment, contractual, operational, and litigation matters.

Nonprofit organizations face many of the same legal issues as businesses, but often with additional requirements involving tax-exempt status, board governance, fiduciary duties, membership rights, fundraising, advocacy, grant compliance, and the use of organizational assets. Our attorneys help nonprofit leadership address these issues proactively so the organization can remain focused on its mission while reducing legal and regulatory risk.

General Counsel and Governance

Michel & Associates can serve as outside general counsel to nonprofit and corporate clients, providing ongoing advice on governance, operations, compliance, employment, contracts, and strategic legal issues.

We assist clients with:

• nonprofit formation and registration;
• articles of incorporation and bylaws;
• bylaw amendments and periodic review;
• board composition and voting procedures;
• officer authority and responsibilities;
• director fiduciary duties;
• conflict-of-interest policies;
• membership rights and procedures;
• committee structures;
• indemnification provisions;
• mergers, restructuring, and dissolution;
• legal opinions to directors and officers; and
• ongoing corporate compliance.

Proper governance documents are more than administrative formalities. They determine how authority is allocated, how decisions are made, how disputes are resolved, and how an organization protects itself when leadership changes or internal disagreements arise.

Board and Leadership Issues

Governance disputes can be particularly disruptive to nonprofit organizations.

We advise boards and executive leadership on matters involving director and officer responsibilities, conflicts of interest, removal or replacement of directors, board and membership disputes, changes to bylaws, restructuring, internal investigations, and organizational decision-making.

Early legal guidance can often prevent disagreements from becoming expensive internal disputes or litigation.

Tax-Exempt Status and Regulatory Compliance

Nonprofits must operate consistently with the legal requirements applicable to their particular tax classification and organizational structure.

We assist clients with legal issues involving:

• tax-exempt status;
• charitable registration;
• lobbying and advocacy;
• political activity;
• unrelated business income;
• fundraising;
• raffles and other charitable campaigns;
• sponsorships;
• grants;
• transactions with insiders;
• regulatory filings; and
• ongoing corporate and organizational compliance.

Where specialized tax advice is required, we coordinate with qualified tax professionals while addressing the governance and operational issues affecting the organization.

Grants, Fundraising, and Revenue

Funding is central to the operation of many nonprofit organizations.

Michel & Associates assists clients with legal issues relating to grant opportunities, grant administration, fundraising activities, sponsorships, charitable solicitations, and compliance with state and federal requirements.

Our attorneys can assist with reviewing grant requirements, evaluating contractual obligations associated with grants, and helping organizations establish lawful and practical procedures for fundraising and revenue-generating activities.

Contracts and Business Operations

Nonprofits regularly enter into agreements with employees, independent contractors, vendors, landlords, consultants, sponsors, donors, event venues, affiliated organizations, and service providers.

We assist clients with contract review and drafting, leases, service agreements, sponsorship arrangements, vendor contracts, affiliation agreements, and other agreements involving significant legal or financial obligations.

Our goal is to identify unfavorable provisions, clarify obligations, reduce unnecessary risk, and ensure that agreements are consistent with the organization’s governance structure and operational objectives.

Employment and Volunteer Issues

Nonprofit status does not exempt an organization from employment laws.

We advise nonprofit employers on:

• employee handbooks;
• workplace policies;
• wage and hour issues;
• employee classification;
• discrimination and harassment;
• leave requirements;
• workplace investigations;
• discipline and termination;
• independent contractor issues;
• volunteer management; and
• reimbursement and other employment-related compliance matters.

Employment problems can become especially difficult when they overlap with board politics, leadership disputes, or concerns about confidential information. Early legal guidance can help the organization address those issues before they develop into formal claims.

Advocacy, Legislative, and Governmental Matters

Many nonprofit organizations exist in part to influence public policy, educate the public, participate in legislative and regulatory proceedings, or advocate for changes in law.

Michel & Associates has substantial experience representing advocacy organizations and associations whose work involves legislative, regulatory, constitutional, and public-policy issues.

We assist clients with legislative and regulatory advocacy, monitor developments affecting client interests, establish tracking protocols for relevant bills and regulations, and advise organizations on how proposed activities fit within their legal structure, tax status, and broader mission.

Government Inquiries and Regulatory Actions

A nonprofit should seek legal advice promptly after receiving a subpoena, demand letter, regulatory notice, audit request, investigation notice, administrative complaint, or other indication of possible government action.

Our attorneys can evaluate the request, identify applicable deadlines, preserve legal rights and privileges, coordinate the response, and help the organization assess its broader exposure.

Waiting too long to involve counsel can limit available options and make an otherwise manageable issue more difficult and expensive.

Litigation and Dispute Resolution

Nonprofit and corporate clients can become involved in litigation involving:

• governance disputes;
• contracts;
• employment claims;
• fiduciary duties;
• regulatory enforcement;
• constitutional issues;
• real property;
• insurance coverage;
• membership disputes; and
• governmental action.

When litigation is necessary, Michel & Associates brings the firm’s broader litigation experience to the matter, handling cases from early investigation and strategy development through discovery, motion practice, trial, writ proceedings, and appeal.

Insurance and Risk Management

Nonprofit boards should periodically evaluate whether their insurance coverage matches the organization’s actual risks.

Potential coverage may include commercial general liability, directors and officers liability, employment practices liability, cyber liability, professional liability, property coverage, and event-specific insurance.

Insurance policies frequently contain exclusions or limitations that are not obvious from the declarations page. Reviewing coverage before a claim arises can help identify gaps and allow the organization to address them proactively.

When Should a Nonprofit Call an Attorney?

Legal counsel should not be viewed only as a resource for emergencies.

A nonprofit should consider seeking legal advice when it is:

• forming or restructuring;
• revising bylaws or governance documents;
• changing board or leadership structure;
• entering into a significant contract;
• dealing with an employment issue;
• engaging in advocacy or lobbying;
• applying for or administering significant grants;
• conducting fundraising activities;
• facing a government or regulatory inquiry;
• managing an internal governance dispute;
• reviewing insurance coverage; or
• anticipating litigation.

Addressing legal issues early can often reduce cost, preserve options, and prevent disruption to the organization.

Protecting the Organization and Its Mission

Michel & Associates approaches nonprofit and corporate governance with an understanding that legal problems can affect more than the immediate issue. They can affect leadership, finances, membership, reputation, operations, funding, and the organization’s ability to carry out its mission.

Our objective is to help nonprofit and corporate clients establish sound governance, maintain regulatory compliance, identify legal risks early, respond effectively to disputes, and protect the organization’s long-term interests.