Domestication: Moving Corporate Status Into (or Out of) Illinois

Where were you born?  For many people, that question leads to all sorts of interesting conversation, and the answer may carry important legal implications. For nonprofit organizations, they are “born” wherever the corporation was incorporated.  The state of incorporation is sometimes where a nonprofit is still located, and sometimes far from where it now operates. May the nonprofit’s state of incorporation change?  Until recently, the answer for Illinois nonprofit corporations was “No.”  But thanks to Illinois’ recently enacted “domestication” law, formally known as the Entity Omnibus Act, the answer is now “Yes.”  Effective July 1, 2018, the new law allows nonprofit corporations to move their “place of birth” into or out of Illinois.  That may be good news for certain nonprofits that have migrated here or elsewhere, particularly with respect to periodic state reporting requirements as well as other applicable state law. 

Leadership Response to Sexual Harassment Complaints: A Step-by-Step Guide to Minimizing Your Risk of Liability

With all the attention that sexual harassment is getting in the media, you may be looking to shore up your organization’s policies and procedures. Not sure where to start? This blog post provides a step-by-step overview of common steps in leadership responses to sexual harassment complaints. That being said, every situation is different, many are tricky, and you may want to check with your counsel.

Staying True to Your Mission: The Duty of Obedience

What is your nonprofit’s mission – and does your organization follow it?  Many nonprofit leaders have a strong sense of mission, while others may stray due to lack of understanding, pressing demands from others, or the pull of funding opportunities.  Each director and officer owes a fiduciary duty of obedience to the nonprofit’s mission as part of his or her governing leadership. This is the third and final fiduciary responsibility, concluding our series on the legal responsibilities of a nonprofit organization’s directors and officers: the duties of care, loyalty, and obedience.