|
Untitled Document
Table of Contents:
INTRODUCTION
ACKNOWLEDGMENTS
PREFACE
CHAPTER ONE: Basic Legal Structures
1. What is a Nonprofit Organization?
2. Why Incorporate as a Nonprofit?
a. Major Constraints of the Nonprofit Corporate Form
b. Major Advantages of the Nonprofit corporate Form
3. The Articles of Incorporation and Bylaws ‑‑ the Basic Corporate Documents
a. Articles of Incorporation
b. Membership vs. Nonmembership Organizations
c. Bylaws
d. Periodic Review of Governance Documents
4. Section 501(c)(3) Status
a. Standards for Qualifying under § 501(c)(3)
b . Distinction Between a Public Charity and a Private Foundation
c. Who qualifies as a Public Charity?
d. Sanctions for Failing to Comply with the Requirements of §501(c)(3)
e. Other Tax Exempt Categories under 501(c)
CHAPTER TWO: Directors' Rights and Responsibilities
1. A Director's Responsibilities‑Legal Minimums
a. Duty of Care
b. Duty of Loyalty
2. Expectations of a Director
a. Scope of Expectations
b. Maintaining Strategic Focus
c. Ensuring Leadership Continuity
d. Ensuring Adequate Resources
e. Participation
f. Avoiding Conflicts
3. Rights of a Director
a. Access to Management; Right to Inspect Books and Records
b. Notice of Meetings; Receipt of Minutes
CHAPTER THREE: Liability Issues
1. Director's Potential Liability
a. Claims for Breach of Fiduciary Duty
b. Limiting Director Liability by Special Bylaw
c. Potential Personal Liability: Certain Kinds of Tax and Environmental Claims
d. Claims Against Attorneys ‑ Malpractice, Legal Conflicts of Interest
2. Minimizing Liability Risks
a. Indemnification
b. D & 0 Insurance ‑ How It Works, Pitfalls
c. Limitations on Liability of Volunteers
d. Disclosure of Conflicts of Interest
e. What to Do If You Suspect Illegal Activity
CHAPTER FOUR: Oversight of Finances and Operations
1 . General Oversight
2. Financial Oversight
a. The Budget
b. The Audit
c. Investments
d. The Financial Accounting Standards Board (FASB)
3. Policies Relating to Programming
4. Personnel Policies
a. Basic Law Governing Employer‑Employee Relations
b. The Role of the Personnel Manual
c. Setting and Adjusting Compensation; Performance Evaluations
d. Recruiting and Hiring
e. Discipline and Discharge
5. Policies Relating to Property
a. In General
b. Intellectual Property: Special Concerns
i. Copyrights
ii. Trade Secret Laws
iii. Patents
iv. Corporate Name, Trade Name, Trademark and Service Mark
v. Use of Intellectual Property Rights
CHAPTER FIVE: Overseeing Organizational Change
1. Nonprofit Organizations Increasingly Face Corporate Restructuring
2. Structural and Legal Changes that an Organization May Face
a. Mergers and Acquisitions
i. Types of Mergers and Acquisitions
ii. Use of a Letter of Intent
iii. Preparation of a Definitive Agreement
b. Programmatic Collaborations
c. Joint Ventures with Charities
d. Joint Ventures with Businesses
e. Development of For‑Profit Businesses
f. Bankruptcy; Workout and Liquidation Options
i. Bankruptcy‑ A Working Definition
ii. Types of Federal Bankruptcy Proceedings
iii. Special Powers Available In Bankruptcy
iv. Uses of a Bankruptcy Filing
v. Some Risks in Filing Bankruptcy
CHAPTER SIX: Special Tax Issues
1 . Required Tax Filings
2. Unrelated Business Income
a. Definition of Unrelated Trade or Business
b. Passive Income
3. Qualifying for State Real Estate and Sales Tax Exemption ‑ Purely Public Charity
CHAPTER SEVEN: Rules Regulating Fundraising
1. Substantiation of Property Donated to Charitable Organizations
a. Written Substantiation
b. Fundraising Dinners; Other Quid Pro Quo Contributions
2. Donated Property ‑‑ Appreciated Securities
a. General Rule
b. Gifts of Closely Held Stock
3. Donated Property ‑‑ Real Estate
a. General Rule
b. Practical Considerations
c. Liability for Cleanup Costs
i. Environmental Audits
ii. Recordkeeping
iii. Indemnification
iv. Separate Incorporation 65
4. Donated Property ‑‑ Tangible Personal Property
a. General Rules
b. Gifts of Inventory
c. Certain Gifts of Works of Art and Property Subject to Copyright
5. Donated Property ‑‑ Life Insurance
a. General Considerations
b. Permissible Deduction
6. Donated Property ‑‑ Services or Use of Property
7. Valuation of Donated Property
a. Introduction
b. Procedures When Value is not Readily Ascertainable
c. Accuracy‑Related Penalty
d. The "Squeal" Rule
8. Raffles
9. State Registration for and Limitations on Fundraising
a. Who is Required to Register?
b. What are the Registration Requirements?
c. Limitations Imposed by the Act
d. Penalties for Violation of the Act
10. Grant Agreements as Binding Contracts
11. Risks in Accepting Philanthropic Support
12. Primer on Planned Giving Instruments
a. Bequests
b. Charitable Gift Annuities
c. Charitable Remainder Trusts
d. Pooled Income Funds
e. Charitable Lead Trusts
f. Remainder Trusts
g. Revocable Trusts
CHAPTER EIGHT: Deciding to Become a Board Member
1 . Motivations for Becoming a Director
2. Critical Factors to Consider
3. Learning About the Organization
CHAPTER NINE: The Lawyer on Board: Playing a Dual Role
1. Attorney‑Client Relationship
2. Confidentiality
3. Conflicts of Interest
| 