Serving on a Non-Profit or Business Board: What attorneys should know

Gregory A. Nielsen | Nielsen Training & Consulting, LLC

Gregory Nielsen is a sought-after speaker and Consultant committed to helping leaders and organizations translate vision into reality. He is an accomplished nonprofit CEO, having previously led the Center for Nonprofit Excellence. His leadership was recognized locally and nationally and honored with awards from the Better Business Bureau for Ethics and the Louisville Urban League for championing diversity.

Gregory is a military veteran, having previously served as an officer and attorney in the United States Army. He holds a Bachelor of Arts Degree in Government and International Relations from the University of Notre Dame and a Juris Doctorate from Notre Dame Law School.

Howard B. Brownstein | The Brownstein Corporation

Howard Brownstein has served for more than forty years as an independent corporate board member for publicly-held and privately-owned companies, as well as large nonprofits. He is also a nationally known turnaround and crisis management professional, and is the President of The Brownstein Corporation which provides turnaround management and advisory services to companies and their stakeholders, as well as investment banking services, fiduciary services, and litigation consulting, investigations and valuation services.

Mr. Brownstein currently serves on the Board of P&F Industries (NasdaqGM: PFIN), a publicly-held manufacturer/importer of air-powered tools and various residential hardware, chairs its Nominating & Governance and Strategic Planning/Risk Assessment Committees, and serves on its Audit Committee. He also serves on the Board of Merakey, a leading nonprofit provider of education and human services to individuals with special needs, with more than 10,000 employees providing care to 40,000 adults and children in eight states and an annual budget over $600Mil.

Mr. Brownstein has served on many other boards of publicly-held and privately-owned companies, including those that may have been involved with shareholder activism, restructuring, and other issues. He has been designated a “Qualified Financial Expert” (QFE) for Sarbanes-Oxley purposes.

He also served as Chair of the Board of Trustees of the National Philanthropic Trust, the largest independent provider of donor-advised funds. He previously served on the board of a regional bank, a retail department store, and nonprofit boards including chair of a United Way agency.

Mr. Brownstein has been named “Directorship Certified” and a “Board Leadership Fellow” by the National Association of Corporate Directors (NACD). He has also received the Certified Turnaround Professional (CTP) credential from the Turnaround Management Association (TMA). He has served on numerous boards of professional organizations, including TMA, the Education Board of the Secured Finance Network Foundation (formerly the Commercial Finance Association), and the American Bankruptcy Institute. He received TMA’s “Outstanding Individual Contribution” award, and has published over 100 articles and book chapters, and serves as a contributing editor to two publications. He is a regular guest-lecturer at Harvard Business School, Wharton, NYU, Villanova, and elsewhere, as well as at professional and educational programs, and is a regular faculty member at national Fellowship programs at NACD.

Howard Brownstein is a graduate of Harvard University, where he obtained J.D. and M.B.A. degrees, and of the University of Pennsylvania, where he obtained B.S. and B.A. degrees from the Wharton School and the College of Arts and Sciences. Mr. Brownstein is admitted to the bars of Pennsylvania, Massachusetts, and Florida, but does not actively practice law. He also served in the U.S. Air Force Reserve, attaining the rank of First Lieutenant in the Medical Service Corps.

Session I – Highly Effective Nonprofit Boards: Developing habits and practices for excellence | 12:00pm – 2:10pm

1. 5 habits of healthy Boards | 12:00pm – 12:20pm
2. Current trends and hot topics in Board governance | 12:20pm – 12:40pm
3. IRS regulation and cases to know | 12:40pm – 1:00pm

Break | 1:00pm – 1:10pm

1. Managing conflicts of interest and mitigating risk | 1:10pm – 1:40pm
2. Recent legislation and its impact on nonprofits | 1:40pm – 2:10pm

Break | 2:10pm – 2:20pm

Session II – Lawyers Serving on For-Profit Boards | 2:20pm – 3:20pm

1. Why and how to pursue for-profit board roles | 2:20pm – 2:40pm
2. Board duties and how to fulfil them | 2:40pm – 3:00pm
3. Issues that boards face, and “Best Practices” | 3:00pm – 3:20pm

Break | 3:20pm – 3:30pm

Session III – Ethical Governance: Examining hot topics and critical ethical issues in nonprofit board governance | 3:30pm – 4:30pm

1. Overview of ethical governance guidelines for nonprofits | 3:30pm – 3:45pm
2. Public disclosure requirements | 3:45pm – 4:00pm
3. Donor privacy after AMERICANS FOR PROSPERITY FOUNDATION v. BONTA, ATTORNEY GENERAL OF CALIFORNIA | 4:00pm – 4:15pm
4. Evaluating gift restrictions, controversial gifts, and other ethical dilemmas | 4:15pm – 4:30pm