Restatement of the Law,

Charitable Nonprofit Organizations

This work addresses law for the nonprofit sector, including principles relating to governance and to the duties of governing boards and individual fiduciaries. Its scope includes state, federal and private regulation, as well as gifts.

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  •  
    Tentative Draft No. 2
    Tentative Draft No. 2
    154 pages, 2017, #1RCNTD2

    Foreword  xvii

    Reporters’ Memorandum  xix

    Projected Overall Table of Contents  xxiii

    Chapter 3
    Changes to Purpose and Organization

    § 3.05. Insolvency and Bankruptcy  1

    CHAPTER 5
    GOVERNMENT REGULATION OF CHARITIES

    § 5.01. Role of the State Attorneys General  15

    CHAPTER 6
    STANDING OF PRIVATE PARTIES

    Introductory Note  35

    § 6.01. Standing of a Private Party to Commence or Intervene in a Direct Suit Against a Charity  37

    § 6.02. Standing of a Private Party to Commence an Action on Behalf of a Charity:
                              The Derivative Suit   51

    § 6.03. Standing of a Private Party to Enforce the Purposes to Which Charitable Assets are Devoted and Administrative Terms Governing Charitable Assets  70

    § 6.04. Standing of a Private Party to Commence or Intervene in a Cy Pres or Deviation Proceeding  89

    § 6.05. Definition of a Private Party with a Special Interest for the Purposes of Standing  99

    Appendix A. Black Letter of Tentative Draft No. 2  117

    Appendix B. Other Relevant Black-Letter Text  123

    Tentative Draft No. 2 includes parts of Chapter 3, Changes to Purpose and Organization (§ 3.05. Insolvency and Bankruptcy) and Chapter 5, Government Regulation of Charities (§ 5.01. Role of the State Attorneys General), and all of Chapter 6, Standing of Private Parties. The draft was approved by the membership at the 2017 Annual Meeting, subject to the discussion at the Meeting and the usual editorial prerogative. Included in the draft are revisions that the Reporters made to the material after the draft was printed, but before the material was put to a vote. This material may be cited as representing the Institute’s position until the official text is published.

    154 pages, 2017, #1RCNTD2E

    Foreword  xvii

    Reporters’ Memorandum  xix

    Projected Overall Table of Contents  xxiii

    Chapter 3
    Changes to Purpose and Organization

    § 3.05. Insolvency and Bankruptcy  1

    CHAPTER 5
    GOVERNMENT REGULATION OF CHARITIES

    § 5.01. Role of the State Attorneys General  15

    CHAPTER 6
    STANDING OF PRIVATE PARTIES

    Introductory Note  35

    § 6.01. Standing of a Private Party to Commence or Intervene in a Direct Suit Against a Charity  37

    § 6.02. Standing of a Private Party to Commence an Action on Behalf of a Charity:
                              The Derivative Suit   51

    § 6.03. Standing of a Private Party to Enforce the Purposes to Which Charitable Assets are Devoted and Administrative Terms Governing Charitable Assets  70

    § 6.04. Standing of a Private Party to Commence or Intervene in a Cy Pres or Deviation Proceeding  89

    § 6.05. Definition of a Private Party with a Special Interest for the Purposes of Standing  99

    Appendix A. Black Letter of Tentative Draft No. 2  117

    Appendix B. Other Relevant Black-Letter Text  123

    Tentative Draft No. 2 includes parts of Chapter 3, Changes to Purpose and Organization (§ 3.05. Insolvency and Bankruptcy) and Chapter 5, Government Regulation of Charities (§ 5.01. Role of the State Attorneys General), and all of Chapter 6, Standing of Private Parties. The draft was approved by the membership at the 2017 Annual Meeting, subject to the discussion at the Meeting and the usual editorial prerogative. Included in the draft are revisions that the Reporters made to the material after the draft was printed, but before the material was put to a vote. This material may be cited as representing the Institute’s position until the official text is published.

     
  •  
    Tentative Draft No. 1
    Tentative Draft No. 1 - PDF
    227 pages, 2016, #1RCNTD1

    Foreword            xv

    Reporters’ Memorandum            xix

    Projected Overall Table of Contents       xxi

    CHAPTER 1 DEFINITION, CHOICE OF FORM, AND AUTONOMY

    Introductory Note           1

    1.01. Definition of a Charity         2

    1.02. Choice of Legal Form           23

    1.03. Charities with Members     38

    CHAPTER 2 GOVERNANCE

    2.01. Fiduciary Defined and Scope of Duties         49

    2.02. Duty of Loyalty       60

    2.03. Duty of Care and the Business Judgment Rule         82

    2.04. Modification of Fiduciary Duties and Exculpation of Fiduciaries         104

    2.05. Definition and Duty of the Governing Board             118

    2.06. Delegation to Board Committees   131

    2.07. Fiduciaries’ Rights to Information   143

    CHAPTER 3 CHANGES TO PURPOSE AND ORGANIZATION

    3.01. Procedures for Changing a Charity’s Purposes in its Governing Documents and the Application of Existing Assets to New or Additional Purposes       155

    3.02. The Doctrine of Cy Pres      176

    3.03. The Doctrine of Deviation  193

    3.04. Change of Structure: Fundamental Transactions     205

    3.06. Termination and Dissolution             214

    Appendix. Black Letter of Tentative Draft No. 1  221

    Tentative Draft No. 1 contains Chapter 1, Definition, Choice of Form, and Autonomy (§§ 1.01-1.03); Chapter 2, Governance; and Chapter 3, Changes to Purpose and Organization (§§ 3.01-3.04 and 3.06). The draft was approved by the membership at the 2016 Annual Meeting, subject to the discussion at the Meeting and the usual editorial prerogative. Included are revisions the Reporters made to the material after the draft was printed, but before the material was put to a vote. This material may be cited as representing the Institute’s position until the official text is published. 

    221 pages, 2016, #1RCNTD1E

    Foreword            xv

    Reporters’ Memorandum            xix

    Projected Overall Table of Contents       xxi

    CHAPTER 1 DEFINITION, CHOICE OF FORM, AND AUTONOMY

    Introductory Note           1

    1.01. Definition of a Charity         2

    1.02. Choice of Legal Form           23

    1.03. Charities with Members     38

    CHAPTER 2 GOVERNANCE

    2.01. Fiduciary Defined and Scope of Duties         49

    2.02. Duty of Loyalty       60

    2.03. Duty of Care and the Business Judgment Rule         82

    2.04. Modification of Fiduciary Duties and Exculpation of Fiduciaries         104

    2.05. Definition and Duty of the Governing Board             118

    2.06. Delegation to Board Committees   131

    2.07. Fiduciaries’ Rights to Information   143

    CHAPTER 3 CHANGES TO PURPOSE AND ORGANIZATION

    3.01. Procedures for Changing a Charity’s Purposes in its Governing Documents and the Application of Existing Assets to New or Additional Purposes       155

    3.02. The Doctrine of Cy Pres      176

    3.03. The Doctrine of Deviation  193

    3.04. Change of Structure: Fundamental Transactions     205

    3.06. Termination and Dissolution             214

    Appendix. Black Letter of Tentative Draft No. 1  221

    Tentative Draft No. 1 contains Chapter 1, Definition, Choice of Form, and Autonomy (§§ 1.01-1.03); Chapter 2, Governance; and Chapter 3, Changes to Purpose and Organization (§§ 3.01-3.04 and 3.06). The draft was approved by the membership at the 2016 Annual Meeting, subject to the discussion at the Meeting and the usual editorial prerogative. Included are revisions the Reporters made to the material after the draft was printed, but before the material was put to a vote. This material may be cited as representing the Institute’s position until the official text is published.