During Viacommunity Day, Viacom’s annual day of community service, a team of talented in-house attorneys had an opportunity to make a difference for low-income neighborhoods. Consistent with the pro bono philosophy of the company’s legal department, Michael D. Fricklas, Viacom’s executive vice president, general counsel and secretary, believed it was important for Viacommunity Day to include projects that enabled lawyers to leverage their legal skills to have an impact.
On the morning of April 20, 2012, representatives from Lawyers Alliance for New York and seven New York City nonprofit organizations gathered at the home of MTV and SpongeBob Squarepants for the serious business of reviewing the nonprofit organizations’ bylaws at the first-ever Lawyers Alliance Bylaws Clinic. Welcomed and counseled by pro bono attorneys from Viacom, the participating nonprofit managers left a few hours later better informed and motivated about corporate governance.
The legal importance of a nonprofit organization’s bylaws cannot be overstated. Bylaws, a set of agreed-upon rules and procedures for the internal operations of a not-for-profit corporation, prescribe the decision-making processes of the board of directors and, for membership organizations, the members. Clear rules and procedures in the bylaws make it easier for organizations and their boards to function smoothly and efficiently and to focus on the organization’s charitable mission, because they help boards make binding decisions, turn those decisions into action, and resolve internal disputes when they arise.
Bylaws reflect the board’s thinking at the time they were created and, too often, are not treated as the living documents they are intended to be and are only referred to in times of trouble or specific concerns. To ensure strong governance, bylaws should evolve with the changing financial, programmatic, real property and strategic needs of an organization. Common worthwhile amendments to bylaws include the elimination of unduly specific provisions and changes related to the size and composition of the board; the length, number and staggering of board terms; new or evolving board committees; titles and responsibilities of officers; and indemnification clauses. For membership organizations, it also is valuable to periodically review the identity of members and overlap if any between directors and members.
Lawyers Alliance for New York, the leading provider of business and transactional legal services for nonprofit organizations that are improving the quality of life in New York City neighborhoods, regularly assists organizations with bylaws and other corporate governance issues. Lawyers Alliance’s network of pro bono lawyers from law firms and corporations and its staff of experienced attorneys collaborate to deliver expert corporate, tax, real estate, employment, intellectual property and other legal services to community organizations. By connecting lawyers, nonprofits and communities, Lawyers Alliance helps nonprofits to develop affordable housing, stimulate economic development, promote community arts and operate and advocate for vital programs for children and young people, the elderly and other low-income New Yorkers.
Through its partnership with Viacom’s legal department, under the leadership of its general counsel, Michael Fricklas, Lawyers Alliance was able to turn its plans for a Bylaws Clinic into reality.
Recognizing the importance of bylaws to the operation of their organizations, seven nonprofit organizations chose to participate in this Viacommunity Day project. These nonprofit organizations - Ballet Folklorico Mexicano de Nueva York, Cidadao Global, Human Services Council of New York City, Hunts Point Economic Development Corporation, Jackson Heights Beautification Group, Northern Manhattan Perinatal Partnership, and World Cares Center/September Space - represent a wide range of communities and causes from across New York City. Each organization was matched with a Viacom attorney, who helped the organization to review and update its bylaws.
Viacom’s dedication to engaging audiences and communities through its pro-social initiatives was reflected in the program, spirit and details of the Bylaws Clinic. Prior to their individual meetings with a nonprofit manager, the participating Viacom attorneys received the nonprofit organization’s bylaws, participated in a Lawyers Alliance training on relevant legal and practical issues, and identified questions to discuss in the one-on-one meetings. During the individual meetings, attorneys inquired with interest about the organization’s mission, activities and goals. This helped them to establish a constructive relationship that made the discussion of legal questions and bylaws language more productive. The enthusiasm level was high. Conversations soon focused on topics and challenges, such as recruitment of directors and members, quorum requirements, proxy voting, which is not permitted by directors of New York nonprofits, officer elections and conflict of interest procedures. The day was coordinated by Heidi Naunton, vice president, counsel of Viacom, who is helping to spearhead the legal department’s pro bono program.
Each nonprofit representative left with individualized action steps. The Bylaws Clinic allowed them to return to their boards and other leadership with concrete suggestions, information and an understanding of what their individual organization’s issues were and how to address them. Since then, five of the seven organizations are working with Lawyers Alliance to implement change. As noted by Michelle Jackson, general counsel of Human Services Council, “We were paired with a very helpful attorney from Viacom, who assisted me in thinking through some important bylaws questions, so our staff was better able to recommend updated bylaws for the board's consideration."
The unique, hands-on nature of the Bylaws Clinic, along with its narrow focus, provided a practical, distinct service to the nonprofit managers that participated. They were able to contemplate what their organizations want to achieve, speak with an attorney about specific steps to adapt their bylaws to meet those goals, and at the same time evaluate what current governance practices are and are not working. Thanks to pro bono attorneys from Viacom, the participating organizations identified specific ways to strengthen their governance structure for the future.
Mr. Fricklas was honored at Lawyers Alliance’s 2012 Business Law & Leadership Gala on May 20 of this year for the Viacom legal department’s extraordinary commitment to pro bono legal services and impacting communities in need. This annual event celebrates the partnership between lawyers and nonprofits and their power to transform New York City communities and provides funding for Lawyers Alliance’s programs. Viacom engages its communities year-round with over 50 initiatives addressing the issues audiences care about most, including public school improvement and youth enrichment, advocacy and political activity, and promoting healthy eating and lifestyles. Viacommunity Day is just one example. “At Viacom, we know that we have a responsibility to use our voices not just for the benefit of our shareholders, but to make our communities a better place,” Mr. Fricklas said. “It’s an integral part of our day-to-day and is inextricably linked to our core business. The collaboration between Viacom and Lawyers Alliance for New York creates a perfect marriage. Lawyers Alliance provides the training and connections that let the in-house bar assist deserving community organizations, and allows these groups to focus on the important issues that they are expert in, benefiting us all. Our lawyers also find this type of contribution to be a meaningful part of their careers and their lives and, as a result, these programs help make us a great place to work.”
The Bylaws Clinic was a special opportunity for attorneys and nonprofit organizations to come together to help their communities, using their respective skills for the betterment of New York City. Meanwhile, Lawyers Alliance continually seeks to expand its network of more than 1,400 pro bono attorneys from law firms and corporate legal departments. Most of these volunteers handle discrete business law matters through Lawyers Alliance’s staff-supported pro bono program, a model built around four key features: client outreach, client screening, volunteer attorney support, and volunteer attorney recognition. Real change can come about through continued participation in pro bono legal projects such as these.
As Deputy Executive Director of Lawyers Alliance for New York, Elizabeth M. Guggenheimer works with the board and staff to carry out all aspects of Lawyers Alliance's mission. She oversees Lawyers Alliance's pro bono program, special legal projects, advocacy initiative and external relations. She has significant experience in advising nonprofits in the areas of nonprofit accountability, fundraising law and regulation, and legal ethics.