PRACTICE AREAS

Structure, Formation, and Tax-Exempt Status

  • Determining the appropriate legal structure for a proposed nonprofit, including developing parent-subsidiary relationships and affiliation agreements.
  • Forming the nonprofit through incorporation in the appropriate state and, as necessary, forming related entities.
  • Applying for exemption from federal and state income and franchise tax.
  • Applying for the California welfare tax exemption for qualifying nonprofit real estate.

Governance, Board Duties, and Conflicts

  • Structuring the governance of the nonprofit, including development of Board decision-making mechanisms, Board committees, and officer roles and responsibilities.
  • Revising bylaws to improve governance or to become consistent with current practice.
  • Training the Board on compliance with applicable federal and state laws and with bylaw provisions.
  • Addressing conflicts of interest, developing conflicts policies, and working through conflict procedures.
  • Drafting corporate policies, including document retention, whistleblower, investment, and gift acceptance policies.

Revenue Generating Activities

  • Options for structuring business activities that are not directly related to the nonprofit mission and whether to house them in a separate legal entity.
  • Determining whether nonprofit revenue generating activities are subject to unrelated business income tax (UBIT) and if so, ensuring compliance with UBIT rules.
  • Conducting auctions, raffles, and gaming.
  • Evaluating business activities of 501(c)(6) organizations to determine risk to exempt status.
  • Determining extent of nonmembership income for 501(c)(7) social clubs.

Private Foundations and Public Charities

  • Counsel on public charity support tests and risk of reclassification of a public charity to a private foundation.
  • Formation and education on rules pertaining to private foundations.
  • Establishing foundation grant programs, including grants to individuals.
  • Foundation compliance for international grant-making either through expenditure responsibility or equivalency determination.
  • Navigating self-dealing rules.

Religious Organizations

  • Forming religious corporations and seeking exempt status as necessary and appropriate.
  • Developing the minister-church relationship and determining minister compensation structure.
  • Seeking property tax exemption as available for church property.
  • Assistance in reclassification of a nonprofit as a church before the IRS.

Legislative and Political Activities

  • Transitioning lobbying activities from a 501(c)(3) charity to a 501(c)(4) social welfare organization to protect the charity’s exempt status.
  • Parsing nonprofit operations to determine whether they are in fact legislative activities.
  • Advising on preferability, or not, of using the 501(h) safe harbor election.
  • Counsel on direct and grassroots lobbying activities.
  • Addressing the primary purpose test for 501(c)(4), 501(c)(5), and 501(c)(6) organizations.
  • Structuring relationships between 501(c)(3), 501(c)(4), and 527 organizations.
  • Assisting in compliance with the California Political Reform Act.

Fundraising and Charitable Solicitation

  • Compliance with state and local charitable solicitation rules, including disclaimers to be made during solicitations and restrictions on door-to-door solicitation.
  • Registration in multiple states for multi-state solicitation campaigns.
  • Legal rules for working with a commercial fundraiser or fundraising counsel, or engaging with a commercial co-venturer.
  • Corporate sponsorships.
  • Gift acceptance policies and addressing donations of vehicles, securities, art works, and other items of value.
  • Reviewing compliance with charitable trust rules, including ensuring consistency with the nonprofit’s purposes as articulated in the Articles and structuring solicitations to avoid unwitting collection of restricted funds.
  • Assistance in establishment and management of endowment funds.
  • Federal charitable donation substantiation rules, including quid pro quo donations and donations valued at greater than $5,000.

Fiscal Sponsorship and Grant-making

  • Development of fiscal sponsor structures and agreements within an existing 501(c)(3) nonprofit.
  • Representing a fiscal sponsor or a sponsored project in negotiating terms of sponsorship.
  • Assisting sponsors and sponsored projects when a project transitions to a new nonprofit or starts its own nonprofit.
  • Establishing grant-making governance structures, policies, and procedures for charities and private foundations.

Suspension and Revocation

  • Revivor of a suspended nonprofit corporation.
  • Reinstatement of a nonprofit after revocation of exemption by either the Internal Revenue Service or state authorities.
  • Application for exemption by nonprofits in operation for a long period but having never sought exemption.
  • Counsel on options available to inactive organizations seeking reinstatement or dissolution.

Employment and Volunteer and Intern Programs

  • Ensuring compliance with applicable employment laws for new and existing employees.
  • Development of volunteer and/or intern agreements, policies, and procedures.
  • Counsel on worker and volunteer/intern classification.

Agreements and Contracts

  • Contract drafting, review, and negotiation.
  • Independent contractor agreements.
  • Affiliate agreements.
  • Collaboration agreements for joint fundraising or event coordination between nonprofits.
  • Corporate sponsorship agreements.
  • Fiscal sponsorship agreements.
  • Office lease agreements.

Risk Management

  • Advising on applicable insurance coverage and reviewing policies.
  • Reviewing nonprofit governance structures and operations to recommend preventative measures and avoid future lawsuits.
  • Development of risk management procedures.

International Operations

  • Compliance with U.S. anti-terrorism, anti-corruption, and anti-trafficking laws.
  • International grant-making and preventing improper diversion of funds.
  • Transferring funds overseas.
  • Counsel on structures for operating overseas either through a permanent establishment or a subsidiary.
  • Counsel on hiring employees and contractors overseas.

Merger, Sale of Assets and Dissolution

  • Merger of two existing nonprofits and transition of activities and assets.
  • Voluntary dissolution of a nonprofit corporation and transfer of assets to another organization or to its members.
  • Voluntary dissolution and abatement of prior year taxes under new AB 557
  • Objections to administrative dissolution under AB 557.