Board Governance & Counsel
A nonprofit is only as sound as its board. The directors set the direction, approve the budget, oversee the executive, and carry the legal duties that come with running a charitable organization. We advise nonprofit and church boards across the Pacific Northwest on governance: how to structure the board, how to meet its legal duties, and what to do when a decision or a dispute gets hard.
Talk to an attorneyFounded
1965
Attorneys
11
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Founded
1965
Attorneys
2
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Board governance attorneys for Bellevue and Seattle nonprofits and congregations
A nonprofit's legal duties live with its board. The board, not the staff, holds the fiduciary responsibility for the organization, and the rules for how it is structured, how it meets, how it votes, and how it handles conflicts come from the bylaws, the Washington Nonprofit Corporation Act, and federal tax law. We advise boards and the executives who work with them on everyday governance and on the harder moments: a conflict-of-interest question, a director who has to be removed, a claim that someone breached a duty. For churches and other religious organizations, governance also runs through the constitutional protection for how a faith community orders itself, and we keep the structure inside that protection.
Board governance covers how a nonprofit is built, how it operates, and how it handles trouble. We structure the board and its founding documents; we counsel directors on the fiduciary duties they personally carry; we set up the conflict-of-interest and related-party rules that keep the board clean; we run the meeting, voting, and records mechanics that make board action valid; and we handle the disputes, removals, and crises that test a board.
Board structure and governing documents
The board's authority and its limits come from the organization's articles and bylaws. We draft and update those documents under Washington's Nonprofit Corporation Act, RCW 24.03A, covering board size, terms, officer roles, committees, whether the organization has voting members, and how directors are elected or appointed. For churches and other religious organizations, the structure also reflects polity. A congregational church governs differently from one inside a hierarchical denomination, and the board may be called trustees, a session, a vestry, or a synagogue board. We build governing documents that fit both the law and the way the organization actually runs.
Fiduciary duties of directors
Every nonprofit director carries three duties: care, loyalty, and obedience to the mission. Washington's standard of conduct for directors, RCW 24.03A.495, requires a director to act in good faith and in the organization's best interest, and the business-judgment rule protects honest decisions made on a reasonable basis. Directors who meet that standard generally aren't personally liable, and Washington's volunteer-director immunity statute, RCW 4.24.264, adds further protection. We counsel boards on what these duties require in practice, so directors understand the line between a decision that's protected and one that exposes them.
Conflicts of interest and self-dealing
The fastest way for a board to get into trouble is a transaction that benefits an insider. We put conflict-of-interest policies in place, set up the disclosure and recusal process the IRS asks about on the Form 990, and advise on related-party transactions before they happen. For a tax-exempt organization, a deal that overpays an insider is an excess-benefit transaction that triggers penalty taxes under Internal Revenue Code section 4958, and for private foundations the self-dealing rules are stricter still. We help boards approve the transactions they should and steer clear of the ones they shouldn't.
Meetings, voting, and records
Board action is only valid if the board takes it correctly. We advise on the mechanics that make a decision stick: notice, quorum, voting thresholds, action by written consent, remote and electronic meetings, and the minutes that document it, all under RCW 24.03A. Where an organization has voting members, we also handle members' rights and the records-inspection requests that directors and members are entitled to make. Good meeting discipline is dull right up until a decision is challenged, and then it's everything.
Board disputes, removal, and crises
Boards fracture. A director won't step down, an officer oversteps, a faction forms, someone alleges a breach of fiduciary duty. We advise on removing directors and officers under the bylaws and RCW 24.03A, on indemnification and the D&O insurance that backs it, and on responding when the Attorney General, who oversees charitable organizations in Washington, comes asking. For religious organizations, we keep governance disputes inside the church-autonomy protection, so a doctrinal disagreement doesn't turn into a lawsuit a court will refuse to hear anyway. When a board is in real conflict, we help it find a way through that protects both the mission and the people serving it.
Sixty years advising Pacific Northwest faith communities and mission-driven organizations, across both Christian and Jewish traditions. We keep the legal layer thin so leaders can lead, and we know the constitutional and tax rules that make religious organizations a distinct legal animal.
Decades with faith communities.
We've represented churches, synagogues, parachurch ministries, and religious orders for decades, across traditions. The work is familiar, from formation to succession, so you're not paying us to learn it.
We know where the First Amendment line falls.
Religious organizations are governed by constitutional protections almost no other client has. We structure governance, clergy employment, and property to stay inside those protections rather than stumble into a fight.
We translate, so leaders can lead.
Ministry and board leaders shouldn't have to become lawyers. We keep the legal layer thin and the language plain, and we tell you when a matter is routine and when it genuinely needs attention.
The attorneys behindthe work.
Our business and corporate attorneys handle this work alongside our litigation team, so you have coverage whether your matter stays transactional or becomes something more.
What clientsask us first.
Who is legally responsible for running a nonprofit, the board or the staff?
The board. Even when an executive director and staff run day-to-day operations, the board of directors holds the ultimate legal and fiduciary responsibility for the organization. Directors set strategy, approve budgets, oversee the executive, and answer for the organization's compliance. Staff report to the board, not the other way around. That's why how the board is structured and how it governs matters as much as anything the organization does.
Can a nonprofit director be held personally liable?
Usually not, if they do their job. A director who acts in good faith, stays informed, and makes decisions in the organization's best interest is protected by the standard of conduct in RCW 24.03A.495 and the business-judgment rule, and Washington's volunteer-director immunity statute adds more cover. Personal liability tends to come from the opposite: self-dealing, ignoring a known problem, or approving a transaction that benefits an insider. We counsel boards on staying on the protected side of that line, and we make sure D&O insurance is in place as a backstop.
What is a conflict-of-interest policy, and does our board need one?
It's a written policy requiring directors to disclose financial interests in the organization's transactions and to step out of votes where they have a conflict. Yes, your board should have one. The IRS asks about it on the Form 990, and it's the board's first defense against an excess-benefit transaction, a deal that improperly benefits an insider and triggers penalty taxes under Internal Revenue Code section 4958. We draft the policy and set up the disclosure and recusal process that makes it real rather than a document in a drawer.
How do we remove a director who won't cooperate?
It depends on what your bylaws say and how the director was elected. Removal of directors and officers is governed by the bylaws and Washington's Nonprofit Corporation Act, RCW 24.03A, and the process differs depending on whether the organization has voting members and what cause, notice, and vote your documents require. We read your specific documents, advise on the cleanest lawful path, and handle the situation in a way that holds up if it's later challenged.
Our congregation's board is split over a decision. Can a court resolve it?
Sometimes, but not when the dispute is really about doctrine or religious governance. Courts apply church-autonomy doctrine and generally won't decide questions of faith, polity, or who holds spiritual authority. Those belong to the religious body itself. A purely secular dispute, like a contract or a property title, a court can hear. We help religious boards tell the two apart, resolve what can be resolved internally, and structure governance so a disagreement doesn't end up somewhere no court will touch.
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Tell us about your board's governance question, whether it's a routine bylaws update or a board in real conflict. An attorney from our nonprofit and church practice will follow up within one business day.
Oseran Hahn P.S. · 11225 SE 6th St, Suite 100 · Bellevue, WA 98004
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