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Governance & Board Counsel.

Legal counsel for
effective governance.

Why Org Law

Governance counsel informed by boardroom and executive experience.

Org Law’s governance practice is informed by work inside mission-driven and tax-exempt organizations, including serving as general counsel advising boards and executive leadership and serving as a CEO accountable to a board.

That experience affects and informs the advice. Governance questions are often less about abstract principles and more about what the board is authorized to do, what process is required, what must be documented, and what the organization can implement in practice.

Org Law’s governance work is advisory and document-driven. It focuses on creating clear authority, workable governance processes, and records that support board decisions.

  • Governance structure and interpretation — Drafting and revision work aligned to current operations, current law, and real board practice.
  • Misconduct investigations — Advice on board process, independence, scope, documentation, and board action following findings.
  • Fiduciary duties, conflicts of interest, and related-party transactions — Practical guidance on disclosures, recusals, committee process, and defensible records.
  • Board fractures, contested elections, and governance crises — Counsel on board authority, process, and documentation when governance is actively contested and decisions cannot wait.
  • Chapter and affiliate governance structures — Authority allocation, charter agreements, enforcement structures, and termination and separation mechanics.
  • Post-crisis governance reconstruction — Structural review and redesign of bylaws, policies, and board composition following a governance failure or leadership transition.
Governance Assessment

A structured review of governance authority, process, and documentation.

A governance assessment reviews governing documents, key governance policies, committee and delegation structure, and recent board practice. The objective is to identify gaps that affect authority, decision process, and documentation before they create operational or reputational issues.

What You Receive

A written governance analysis identifying specific gaps in bylaws, policies, committee structure, and board process. Findings are stated in plain language and prioritized by likelihood and consequence. The deliverable is designed for board and executive use, including a clear description of what each gap affects and what addressing it typically involves.
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General Scope of the Assessment

Bylaws and policies versus board practice

Whether recent board and committee actions align with the authority and procedures stated in the governing documents, and where practice has drifted from the documents in ways that create risk under scrutiny.

Decision authority

Whether the board has clear authority and a workable process for time-sensitive decisions such as interim leadership action, investigation authorization, director removal procedures, emergency meetings, and ratification of actions taken under pressure.

Conflict and fiduciary infrastructure

Whether conflict-of-interest and recusal procedures are defined, workable, and documented in a way that supports board decision-making and later review, including related-party transaction handling and Form 990 considerations.

Succession and continuity provisions

Whether officer succession, interim authority, and emergency governance provisions are clear enough to support continuity if a key officer or board leader is unavailable due to resignation, incapacity, or investigation.

Board structure and committee design

Whether board size, terms, quorum thresholds, committee charters, and delegation patterns support timely decisions and clear accountability, including where committee authority is informal or contested.

Pracrtice Scope

Representative governance & board counsel matters

Governance Design, Bylaws & Board Policies

Bylaws Drafting and Amendments

Board and Officer Authority

Committee Charters

Governance Policies

Post-Merger Harmonization

What We Do

Drafting and revising bylaws and governance frameworks to align with current operations and current state law. This work focuses on clear authority, workable procedures, and defined thresholds, and it often includes comparing the documents to recent board practice to identify recurring misalignment.

When We Help

  • Bylaws not reviewed in years
  • Governance provisions misaligned with current law
  • Board practices not authorized by the bylaws
  • Growth creating governance complexity the documents do not support
  • Post-merger bylaw harmonization

Fiduciary Duties and Conflict of Interest

Board Education

Conflict of Interest Policy

Disclosure and Recusal Process

Related-Party Transactions

Fiduciary Duties Guidance

Committee Review Process

What We Do

Advising boards on fiduciary duties and designing conflict-of-interest and recusal procedures that operate in practice. The focus is on disclosure standards, review and recusal mechanics, and contemporaneous documentation that supports board decisions and public reporting.

When We Help

  • Specific decisions with conflict implications
  • Conflict policies not aligned to current IRS expectations
  • Directors seeking duty guidance for a specific situation
  • Related-party transactions requiring documentation and Form 990 disclosure support
  • Governance reviews triggered by a complaint or inquiry

Misconduct Investigations

Investigation Structure

Special Committee Process

Independence and Scope

Findings and Board Action Records

Communications and Confidentiality

What We Do

Advising boards on investigations involving the CEO or other senior executives. This includes investigation structure, independence, scope, board process, coordination with investigators and counsel, documentation, and board action following findings.

When We Help

  • Allegations against the CEO
  • Situations implicating the chair or another director
  • Coordinating outside counsel or investigators
  • Findings requiring board action on an accelerated timeline
  • Investigations occurring alongside staff, member, or media inquiry

Governance Crisis Counsel

Authority and Process Triage

Emergency Meetings and Actions

Contested Board Decisions

Quorum and Officer Authority

Removal and Resignation Procedures

Member Challenges and Demands

What We Do

Advising boards through contested governance situations, including disputes over authority, removal proceedings, and threatened or actual member challenges. The focus is on authority, required process, interim steps, and documentation of board actions as the matter develops.

When We Help

  • Board faction disputes challenging board actions
  • Officer or director removal proceedings
  • Member challenges to board decisions
  • Demand letters received before counsel is engaged
  • Quorum issues or disputed officer authority

Board Design and Chapter Relations

Board Composition and Size

Committee Architecture

Advisory Boards and Task Forces

Charter and Affiliation Agreements

Chapter Discipline and Termination

Term and Officer Structure

Board and Committee Elections

What We Do
Advising on board and committee architecture, including composition, size, term structure, committee charters, advisory boards, delegations, and reserved powers. This work also includes national-chapter and parent-affiliate governance structures, including charter agreements, authority allocation, enforcement tools, and discipline and termination procedures.
 

When We Help

  • Boards that have grown too large to function effectively
  • Founder-led organizations transitioning to independent governance
  • Outdated chapter agreements
  • Chapter discipline where authority and process are unclear
  • Chapters operating outside national standards
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