2013 Nonprofit Seminar - Conducted by Chambliss, Bahner & Stophel, along with the Center for Nonprofits and Community Foundation of Greater Chattanooga
This presentation was given to MBA Alumni of the Berkeley-Haas School of Business on April 30, 2011. The presenters were Dr. Nora Silver, Director and Adjunct Professor of the Center for Nonprofit and Public Leadership, and Paul Jansen, Director Emeritus of the Social Sector Practice of McKinsey and Co. For more information: http://nonprofit.haas.berkeley.edu
This presentation was given to MBA Alumni of the Berkeley-Haas School of Business on April 30, 2011. The presenters were Dr. Nora Silver, Director and Adjunct Professor of the Center for Nonprofit and Public Leadership, and Paul Jansen, Director Emeritus of the Social Sector Practice of McKinsey and Co. For more information: http://nonprofit.haas.berkeley.edu
What Every Lawyer Should Know about Political Law ComplianceQuarles & Brady
The laws regulating state lobbying, ethics and campaign finance compliance are ever-changing. All lawyers who work for, or with, corporations should understand how to spot these compliance challenges in their organization. We will give a basic overview of political compliance laws, and present an array of policy and procedural solutions if issues do arise.
Qualified Retirement Plans: Surviving the Ever-Changing Regulatory EnvironmentQuarles & Brady
Please join us via webinar to gain practical knowledge directly applicable to your daily employee benefits responsibilities from a panel with over 100+ years of combined experience in the "trenches." Through their extensive plan administration, legal, compliance, regulatory and investigations experience, you will hear about the new regulatory changes effective in 2019 along with perspectives on avoiding and surviving uninvited visits from the Internal Revenue Service and the Department of Labor. Actual scenarios will be used to illuminate what worked well or not so well. You will also learn how to assess when and where it makes good business sense to approach the government to formally ask for absolution and when reasonable remedial action, consistent with standards of fairness and cost-efficiency, is sufficient and appropriate.
Corporate Formation - Business Law & Order Event SeriesAnnArborSPARK
This presentation was given by Carrie Leahy of Bodman PLC, Russ Brown of R.D. Brown PLC and Jerry Grady of UHY Advisors.
When forming a business one of the first decisions an entrepreneur will make is choice of entity. This session will cover the possible legal structures for your business activities, including the advantages and disadvantages of each type of entity in terms of limited liability, management of the business, employee compensation and tax matters. Learn the basics of Corporate Formation and understand the pros and cons of incorporating in Michigan and Delaware.
Getting it Right: What You Need to Know about Nonprofit Executive CompensationGuideStar
Paying your executives too much can have negative consequences: public anger, loss of tax-exempt status, substantial fines on both the executives who receive the overpayment and the board members who approved it, attention from state attorneys general, and criticism from those who oppose your organization’s mission.
Underpaying your executives has risks too. It can cause valuable employees to leave for greener pastures and make it difficult to attract the best candidates to lead your organization.
What’s a nonprofit to do?
Presenters: Jeffrey S. Tenenbaum, Esq., Partner and Chair of the Nonprofit Organizations Practice, Venable LLP; Matthew T. Journy, Esq., Counsel, Nonprofit Organizations Practice, Venable LLP; Cody Cassady, Marketing & Outreach Coordinator, GuideStar USA, Inc. (moderator).
The sun is potentially setting on the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010. If the law expires as expected January 1, 2013, some estate planning and gifting opportunities will no longer exist. The options still available prior to the New Year will be the focus of a complimentary seminar presented by Chambliss attorneys Mark Addison, Ryan Barry, Dana Perry, and Greg Willett.
Federal and Tennessee Gifting Opportunities
An overview of the current lifetime gifting options provided by the 2010 Tax Act and the changes if Congress does not extend the 2010 Tax Act by the end of 2012.
Spousal Lifetime Access Trusts ("SLATs")
An overview of the use of Spousal Lifetime Access Trusts and other common techniques for capturing the current $5.12 million federal unified credit prior to its potential expiration on January 1, 2013.
The New Landscape of Gift and Inheritance Taxes in Tennessee
A discussion on the new laws affecting the Tennessee gift and inheritance taxes along with a discussion of potential pitfalls Tennessee residents may face when dealing with these issues.
Differences in Federal and Tennessee Gift Tax Structure
Practical examples illustrating how the two tax structures differ and what it means for you.
What Every Lawyer Should Know about Political Law ComplianceQuarles & Brady
The laws regulating state lobbying, ethics and campaign finance compliance are ever-changing. All lawyers who work for, or with, corporations should understand how to spot these compliance challenges in their organization. We will give a basic overview of political compliance laws, and present an array of policy and procedural solutions if issues do arise.
Qualified Retirement Plans: Surviving the Ever-Changing Regulatory EnvironmentQuarles & Brady
Please join us via webinar to gain practical knowledge directly applicable to your daily employee benefits responsibilities from a panel with over 100+ years of combined experience in the "trenches." Through their extensive plan administration, legal, compliance, regulatory and investigations experience, you will hear about the new regulatory changes effective in 2019 along with perspectives on avoiding and surviving uninvited visits from the Internal Revenue Service and the Department of Labor. Actual scenarios will be used to illuminate what worked well or not so well. You will also learn how to assess when and where it makes good business sense to approach the government to formally ask for absolution and when reasonable remedial action, consistent with standards of fairness and cost-efficiency, is sufficient and appropriate.
Corporate Formation - Business Law & Order Event SeriesAnnArborSPARK
This presentation was given by Carrie Leahy of Bodman PLC, Russ Brown of R.D. Brown PLC and Jerry Grady of UHY Advisors.
When forming a business one of the first decisions an entrepreneur will make is choice of entity. This session will cover the possible legal structures for your business activities, including the advantages and disadvantages of each type of entity in terms of limited liability, management of the business, employee compensation and tax matters. Learn the basics of Corporate Formation and understand the pros and cons of incorporating in Michigan and Delaware.
Getting it Right: What You Need to Know about Nonprofit Executive CompensationGuideStar
Paying your executives too much can have negative consequences: public anger, loss of tax-exempt status, substantial fines on both the executives who receive the overpayment and the board members who approved it, attention from state attorneys general, and criticism from those who oppose your organization’s mission.
Underpaying your executives has risks too. It can cause valuable employees to leave for greener pastures and make it difficult to attract the best candidates to lead your organization.
What’s a nonprofit to do?
Presenters: Jeffrey S. Tenenbaum, Esq., Partner and Chair of the Nonprofit Organizations Practice, Venable LLP; Matthew T. Journy, Esq., Counsel, Nonprofit Organizations Practice, Venable LLP; Cody Cassady, Marketing & Outreach Coordinator, GuideStar USA, Inc. (moderator).
The sun is potentially setting on the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010. If the law expires as expected January 1, 2013, some estate planning and gifting opportunities will no longer exist. The options still available prior to the New Year will be the focus of a complimentary seminar presented by Chambliss attorneys Mark Addison, Ryan Barry, Dana Perry, and Greg Willett.
Federal and Tennessee Gifting Opportunities
An overview of the current lifetime gifting options provided by the 2010 Tax Act and the changes if Congress does not extend the 2010 Tax Act by the end of 2012.
Spousal Lifetime Access Trusts ("SLATs")
An overview of the use of Spousal Lifetime Access Trusts and other common techniques for capturing the current $5.12 million federal unified credit prior to its potential expiration on January 1, 2013.
The New Landscape of Gift and Inheritance Taxes in Tennessee
A discussion on the new laws affecting the Tennessee gift and inheritance taxes along with a discussion of potential pitfalls Tennessee residents may face when dealing with these issues.
Differences in Federal and Tennessee Gift Tax Structure
Practical examples illustrating how the two tax structures differ and what it means for you.
Bekki Griffiths, PhD student at the University of Worcester, discusses her research so far on assessing how farmers perceptions of climate change are formed.
The presentation analyses the results from 17 case studies cross Europe looking at the interactions between bottom up innovations and the mainstream agricultural regime.
Part of SOLINSA project
Le Leggi dell’Abbondanza
www.ipoteridelsubconscio.com/subconscio.html
2012
Di seguito spiegate le Leggi dell’Abbondanza che Stuart Wilde ha espresso e divulgato nel suo libro.Per un approfondimento miglore ed un percorso di cambiamento duraturo ed eccellente visita il sito: www.ipoteridelsubconscio.co.cc/positivdiary.html dove troverai spunti per un cambiamento sereno e duraturo nella tua vita. Potete diffondere questo report in modo gratuito e libero. Vietata la vendita. I POTERI DEL SUBCONSCIO
www.ipoteridelsubconscio.com/
Presentation at the 2014 annual international conference of the Royal Geographical Society - Institute of British Geographers, held in London on August 27th-29th.
The paper provided an analysis of farmer knowledge networks in relation to bovine TB and argues that understandings of farmers’ knowledge networks relating to animal disease control are weak. TB is used as a case study and scenario analysis to determine the networks that farmers would draw upon in particular situations. The research team developed four different scenarios to control TB in the future: a badger cull in hot spot areas, an oral badger vaccine, a cattle vaccine, and a range of measures. The findings confirmed the importance of certain so-called ‘influencers’, such as private vets and the NFU, as well as Defra. The influence of other farmers is also notable but the findings raise interesting questions about how farmers are influenced by their peers – typically more to compare practise / reactions than to obtain information. At the end of the paper these specific findings are related to more general questions about the merits of using scenarios and influence maps to inform TB and other complex policy areas and wider debates about ‘stakeholdership’ and ‘partnership’ governance.
Chris Short (CCRI) and Jenny Phelps (Gloucestershire FWAG) discuss their findings and experiences from work on developing an integrated approach to environmental outcomes - Integrated Local Delivery (ILD).
‘Healthy Town, healthier people? An investigation into changes in knowledge, attitudes and behaviour in healthy living in a ‘Healthy Town’ intervention in England’ by Di Crone from the University of Gloucestershire http://insight.glos.ac.uk/academicschools/dse/staff/pages/drdianecrone.aspx
Presentation given by Damian Maye at the FoodMetres results briefing on 24th September in Brussels. More information about Damian can be found: http://www.ccri.ac.uk/maye/
The use of sensory ethnography to gain new understandings of visitor emotional experiences and practices at National Trust sites and their implications for future research & management.
Aims:
investigate the meaning places have for people and how people engage with places
open up new approaches to examining peoples’ engagement with landscapes and places through sensory ethnography
communicate the above in a meaningful way that enables the NT to evaluate the possibility of implementing the findings and the methods.
This presentation highlights a need to extend our thinking about food chains and their performance. It explores the way in which local and global food is perceived and defined in the public, market, scientific and policy spheres, by focusing on the relationships between various attributes associated with these food supply chains. The research project GLAMUR is used to contextualize these issues.
The concept of ‘therapeutic landscapes’ has been used as a way to critically understand how health and wellbeing are related to place.This paper offers a critical understanding of the role of non-human animals as agents in co-creating the therapeutic landscapes of rural care farms.
Corso I poteri del subconscio-Come fare della tua vita un miracoloNicola Balestri
Se vuoi un metodo per cambiare le tue emozioni, i tuoi limiti, eliminare stress ed ansia
raggiungere i tuoi obbiettivi e Cerchi un modo per raggiungere felicità,successo e buone relazioni.
Se anche tu Ti senti spesso bloccato
nel risolvere e sbloccare le situazioni
con false credenze
allora stai per scoprire con questo corso il segreto per fare della tua vita un SUCCESSO!
www.ipoteridelsubconscio.com/subconscio.html - ipoteridelsubconscio@gmail.com
Good Governance Practices for 501(c)(3) Organizations PYA, P.C.
PYA Tax Manager Elizabeth Wright presented “Good Governance Practices for 501(c)(3) Organizations” at the Accounting and Financial Women’s Alliance (AFWA) Luncheon in Knoxville, TN. The presentation provides an overview of good governance practices to assist any size 501(c)(3) organization in complying with IRS governance guidelines.
AM2 presentation at the NCVO / BWB Trustee Conference 2013 by Myles Kunzli, Consultant, NCVO Ian Joseph, Trustees Unlimited.
http://www.ncvo.org.uk/training-and-events/trustee-conference
Presented on Monday 2 November at NCVO/BWB Trustee Conference 2015
Emma Herbert, NCVO; Chinonso Denwigwe, BWB; and Ian Jospeph, Russam GMS & Trustees Unlimited
What every new trustee needs to know
If you would like to find out more about our 2016 Trustee Conference email us at ncvoevents@ncvo.org.uk or call us on 020 750 3153.
Not-For-Profit Risks in the COVID-19 EnvironmentCitrin Cooperman
With fraud and cyber-attacks increasing by over 500% since the COVID-19 era began, all organizations, whether for-profit or not-for-profit, are under siege and being challenged with having to defend their data while also contending with a scattered workforce and diminished revenue. To help not-for-profit entities protect their information during these unprecedented times, this webinar will cover challenges entities face in preventing, detecting, and responding to fraud and cybersecurity-related activities.
Representing a Not-For-Profit (SERIES: ONE HOUR LAW SCHOOL 2.0 - TELL ME WHAT...Sylvia Masuda
To view the accompanying webinar, visit: https://www.financialpoise.com/financialpoisewebinars/view-webinar/?id=253875254&slides=9tLnzIBjoDZE6c
Not every organization exists to benefit its owners. Learn the basics of mission-driven organizations – not-for-profits – so you can start one or serve one as an advisor, volunteer, director or employee. In this webinar we cover the key differences between for-profit and not-for-profit organizations, including their capitalization, taxation and governance, and provide tips for assuring continued tax-exemption and continued operations.
Our annual series of charity seminars held across the region for trustees, chief executives and finance staff will focus on the main areas of risk facing charities; helping charities of all sizes and complexities to ensure that they have effective and robust governance in place to mitigate the risks their organisation faces.
The law imposes a high standard of conduct on directors and officers. If a director or officer falls below this standard, they may face personal liability. This presentation will provide an overview of the duties and liabilities faced by a company’s Board, including strategies for avoiding the pitfalls associated with acting as a director or officer.
Our annual series of charity seminars held across the region for trustees, chief executives and finance staff will focus on the main areas of risk facing charities; helping charities of all sizes and complexities to ensure that they have effective and robust governance in place to mitigate the risks their organisation faces.
Our annual series of charity seminars held across the region for trustees, chief executives and finance staff will focus on the main areas of risk facing charities; helping charities of all sizes and complexities to ensure that they have effective and robust governance in place to mitigate the risks their organisation faces.
Our annual series of charity seminars held across the region for trustees, chief executives and finance staff will focus on the main areas of risk facing charities; helping charities of all sizes and complexities to ensure that they have effective and robust governance in place to mitigate the risks their organisation faces.
Whether you are considering forming a board or want to enhance existing governance practices, understanding the role of the board and expectations of directors is an essential ingredient to successful, value-added governance in private companies. Company leaders and board directors often struggle to determine the role of the board and how to separate board responsibilities from those of ownership and management. In this webinar, the audience will learn what companies are really looking for (or should be) from their boards, and the many ways that boards contribute to private company success. We will cover the definition of a board, typical expectations of a director, board oversight vs. management responsibilities, and many other basics of board formation and operation.
Part of the webinar series: Board of Directors Boot Camp 2021.
See more at https://www.financialpoise.com/webinars/
Roles & Responsibilities: A Primer (Series: Board of Directors Boot Camp 2020...Financial Poise
Private company owners, including family businesses, ESOPs, and private equity owners, often have different expectations for their boards than is common in publicly traded firms. Besides being much less encumbered by regulatory compliance, many private firms are looking for a completely different kind of engagement from directors. In companies with new boards, leaders and directors often struggle early on to determine the role of the board and how to separate board responsibilities from those of ownership and management. In this webinar, the audience will learn what companies are really looking for (or should be) from their boards, and the many ways that boards contribute to private company success.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/roles-responsibilities-a-primer-2020/
Retirement Plans: Managing Your Fiduciary ResponsibilitySecureDocs
http://www.securedocs.com - Protecting the financial viability of a company is a heavy undertaking. As a trusted advisor to the business as an entity as well as your colleagues, you are expected to use your expertise to determine best practices to keep everyone’s profits and retirement plan savings afloat. It is important that you use a disciplined process to help manage your fiduciary responsibility.
This presentation covers a series of new and important information regarding your role as a fiduciary.
View the presentation to learn about:
-Plan Governance - what is it and why you should care.
-Fee Disclosure is here, now what? Understanding and determining reasonableness.
-Are your participants Retirement Ready?
-401K, IRS and Department of Labor (DOL) audit planning.
This is the presentation from our 2012 Nonprofit Seminar focused on Legal Issues All Nonprofits Should be Ready for.
Topics Included in this presenation:
Nuts and Bolts of Hiring and Disciplinary Actions for Nonprofits
Charitable Solicitations and Registration
What Board Members Should Know and Do/Form 990
Visit us at www.cbslawfirm.com to learn more.
At Chambliss' annual seminar, attorneys from the Health Care Group provided an overview of the significant developments in health care law. The review specifically highlights key legal issues affecting our local community, including the current state of health care following the Supreme Court's landmark decision earlier this summer.
Topics Include:
1. Termination of the patient relationship
2. Lessons from the government settlements with Chattanooga hospitals
3. Update on Tennessee health care laws and ACA
01062024_First India Newspaper Jaipur.pdfFIRST INDIA
Find Latest India News and Breaking News these days from India on Politics, Business, Entertainment, Technology, Sports, Lifestyle and Coronavirus News in India and the world over that you can't miss. For real time update Visit our social media handle. Read First India NewsPaper in your morning replace. Visit First India.
CLICK:- https://firstindia.co.in/
#First_India_NewsPaper
‘वोटर्स विल मस्ट प्रीवेल’ (मतदाताओं को जीतना होगा) अभियान द्वारा जारी हेल्पलाइन नंबर, 4 जून को सुबह 7 बजे से दोपहर 12 बजे तक मतगणना प्रक्रिया में कहीं भी किसी भी तरह के उल्लंघन की रिपोर्ट करने के लिए खुला रहेगा।
role of women and girls in various terror groupssadiakorobi2
Women have three distinct types of involvement: direct involvement in terrorist acts; enabling of others to commit such acts; and facilitating the disengagement of others from violent or extremist groups.
31052024_First India Newspaper Jaipur.pdfFIRST INDIA
Find Latest India News and Breaking News these days from India on Politics, Business, Entertainment, Technology, Sports, Lifestyle and Coronavirus News in India and the world over that you can't miss. For real time update Visit our social media handle. Read First India NewsPaper in your morning replace. Visit First India.
CLICK:- https://firstindia.co.in/
#First_India_NewsPaper
In a May 9, 2024 paper, Juri Opitz from the University of Zurich, along with Shira Wein and Nathan Schneider form Georgetown University, discussed the importance of linguistic expertise in natural language processing (NLP) in an era dominated by large language models (LLMs).
The authors explained that while machine translation (MT) previously relied heavily on linguists, the landscape has shifted. “Linguistics is no longer front and center in the way we build NLP systems,” they said. With the emergence of LLMs, which can generate fluent text without the need for specialized modules to handle grammar or semantic coherence, the need for linguistic expertise in NLP is being questioned.
03062024_First India Newspaper Jaipur.pdfFIRST INDIA
Find Latest India News and Breaking News these days from India on Politics, Business, Entertainment, Technology, Sports, Lifestyle and Coronavirus News in India and the world over that you can't miss. For real time update Visit our social media handle. Read First India NewsPaper in your morning replace. Visit First India.
CLICK:- https://firstindia.co.in/
#First_India_NewsPaper
हम आग्रह करते हैं कि जो भी सत्ता में आए, वह संविधान का पालन करे, उसकी रक्षा करे और उसे बनाए रखे।" प्रस्ताव में कुल तीन प्रमुख हस्तक्षेप और उनके तंत्र भी प्रस्तुत किए गए। पहला हस्तक्षेप स्वतंत्र मीडिया को प्रोत्साहित करके, वास्तविकता पर आधारित काउंटर नैरेटिव का निर्माण करके और सत्तारूढ़ सरकार द्वारा नियोजित मनोवैज्ञानिक हेरफेर की रणनीति का मुकाबला करके लोगों द्वारा निर्धारित कथा को बनाए रखना और उस पर कार्यकरना था।
2. Hot Topics in the
Nonprofit World
Christopher J. Hennen
3. Increased Revocations
• In 2010, IRS began revoking tax
exempt status of organizations that
had not filed their Form 990s for the
previous 3 years
• As of August 2012, 443,441
organizations had their tax exempt
status revoked for this reason
• Many have applied for reinstatement, while others
are in the process
3
4. Internal Revenue Service Backlog
• IRS, when fully staffed, processes approximately
60,000 applications per year
• Generally, applications separated into 4 categories
• Depending on the category and additional
information required, process normally takes either
3 months, 4-5 months, or 9 months
4
5. Internal Revenue Service Backlog
• Currently, many applicants experiencing
significant delays. One factor is high number
of revocations and applications for
reinstatement
• For applications requiring additional
information, IRS is currently assigning
applications received in May 2012
5
7. Documenting Contributions
• IRS requirements for documenting charitable
contributions have become increasingly complex
• Recent tax court cases indicate higher level of
disallowed deductions for failure to submit proper
documentation
7
8. Social Entrepreneurship
• New trend towards hybrid of the for-profit and nonprofit structures
• Two recent entity developments
– Low-Profit Limited Liability Company (L3C)
– Benefit Corporation (B Corp)
• Significant issues remain with these hybrid entities
8
9. Executive Compensation
• IRS rules state that nonprofit CEOs should receive
'reasonable compensation'
• In recent years, the IRS has even redesigned the
Form 990, in part to force greater transparency
around nonprofit compensation
9
10. Executive Compensation
• IRS continues to prioritize CEO compensation as one
of its main areas of focus in uncovering fraudulent
nonprofit practices
• A helpful resource for evaluating executive
compensation is Charity Navigator's recently issued
2013 Charity CEO Compensation Study, available
online
10
11. Unrelated Business Income (UBI)
• Sometimes called UBTI (Unrelated Business Taxable
Income)
• UBI is income from a trade or business that is
regularly carried on and is not substantially related
to furthering the exempt purpose of the
organization
• Increasing priority for IRS, as reports continue to
indicate significant underreporting
11
12. Charitable Solicitations
• In Tennessee, charitable solicitations governed by
The Charitable Solicitations Act
• Requires that charitable organizations which solicit
contributions directly or indirectly from, or within,
the State of Tennessee register unless exempt
12
13. Charitable Solicitations
• Registering in TN
– File an Application for Registration of a Charitable
Organization, along with its organizing documents
(e.g. a charter) and, if it has obtained one, a letter
of determination of tax exempt status from the
IRS
• Cost of registration varies state to state – in
Tennessee, initial fee is $50.
– Annual fees vary on sliding scale
• Penalties for violation: civil fine, potential criminal
13
14. Charitable Solicitations
• Charleston Principles govern internet solicitations
• Generally, an out-of-state entity must register if
– its non-internet activities would require
registration or
– the entity targets a person in the state,
repeatedly receives contributions from that state,
or
– follows up online activity by inviting further
offline activity
14
16. Fiduciary Obligations and Duties
of Nonprofit Directors/Officers
(Your Silence Can Be Held Against You)
James L. Catanzaro
17. What is a fiduciary?
• An individual in whom another has placed trust and
confidence to manage and protect property or
money
17
18. • A director or officer of a nonprofit organization has
been given assets to use for a specific benefit of the
public
18
19. • Directors and officers, therefore, are treated nearly
the same as parents of children
19
20. • As stated by law, an officer or director must satisfy
duties of care and loyalty
– Duty of care: use reasonable care and judgment
– Duty of Loyalty: place interests of organization
first
20
21. The fundamental requirement for the performance of
these duties is an adequate level of knowledge about
the business of the organization and applicable
limitations.
21
26. 2. Are the organization's assets properly
safeguarded?
26
27. A. Is there an independent audit done of the
organization's financial statements and does the
board control that process?
•
What if management practices cited in audit
findings?
27
28. B. Are there adequate financial controls in place
concerning the expenditure of monies?
•
Board and signature requirements
•
Credit card use
•
Handling of contributions
28
29. C. How is compensation set for officers?
•
Excessive benefit transactions
•
Waste of assets
•
Use of survey data/experts
•
Board involvement!
29
30. D. Is there an effective conflict of interest policy and
process in place?
•
Annual disclosures?
•
Findings by uninterested members
•
Taking other bids
30
31. 3. Is the organization in compliance with applicable
laws and reporting obligations?
31
32. A. Who prepares the organization's Form 990 and
what is the process for approval and filing of
same?
32
33. B. Are there processes for periodically reviewing the
purpose, mission and operations?
33
34. C. Does the board have access to and hire legal
counsel?
34
35. A Key Point of Clarification
What level of inquiry if necessary?
•Is the Board to function as a super CEO?
•What level can be expected of the volunteers?
35
36. The obligation depends upon the facts, but reliance
upon experts and management may suffice provided
that a reasonable logic underpins such reliance
•What about really complex proposals that are of
potentially significant impact?
36
37. Ultimate Downside
• If officers and directors do not have a handle on
these basic questions, their silence may be
construed as acceptance of or agreement to
inappropriate and/or wrongful acts
– Personal liability
– Organizational loss of exempt status
– Loss of support
37
39. Governance Issues for Directors
and Officers
DELEGATION, RELIANCE AND ACCOUNTABILITY
J. Nelson Irvine
40. What Board Members Should
Know and Do
• Acting Responsibly and Avoiding Liability
• Acting Corporately as a Board
• Acting Personally as an Individual by each Director
and Officer
• Acting or Not Acting
• Guidelines for how to act or not act as a director
and/or officer
CORPORATE GOVERNANCE
40
41. Duties of Directors and Officers
• Prescribed by:
– Corporate law and common law, cases, attorney
general opinions, organizational documents,
bylaws, codes of ethics, articles of associations,
articles of organization or trust documents and
agreements
• Delegated by:
– Board of directors
– Committees of the Board
– Officers authorized to delegate duties by
designated persons in charter
41
43. General Standard for Directors –
Duty of Care
a) A director shall discharge all duties as a director,
including duties as a member of a committee:
1) In good faith;
2) With the care an ordinarily prudent person in a
like position would exercise under similar
circumstances; and
3) In a manner the director reasonably believes to
be in the best interests of the corporation.
43
44. General Standards for Directors Reliance
(b) In discharging such duties, a director is entitled to
rely on information, opinions, reports, or
statements, including financial statements and
other financial data, if prepared or presented by:
1) One (1) or more officers or employees of the
corporation whom the director reasonably
believes to be reliable and competent in the
matters presented;
44
45. General Standard for Directors Reliance
2) Legal counsel, public accountants or other
persons as to matters the director
reasonably believes are within the person's
professional or expert competence; or
3) A committee of the board of directors of
which the director is not a member, as to
matters within its jurisdiction, if the director
reasonably believes the committee merits
confidence.
45
46. Duties and Responsibilities
of Directors
– Directors:
• Oversight and general responsibility:
"all corporate powers shall be exercised by or under the
authority of, and the affairs of the corporation managed
under, the direction of the corporation."
–May rely: on others: officers, employees, professional
advisors, committees, and "others" e.g. volunteers
[proposed law]
–May delegate: to others [officers, employees,
professional advisors, and volunteers]
46
47. Duties and Responsibilities
of Officers
• Officers: Have Delegated Duties and
Responsibilities:
– By the Bylaws, the Board, Others Officers
"Each officer has the authority and shall perform the
duties set forth in the bylaws or, to the extent
consistent with the bylaws, the duties prescribed by
the board of directors or by direction of an officer
authorized by the board of directors to prescribe the
duties and authority of other officers."
•May rely
•May delegate
• Officers: May or May Not be Directors
47
48. Reliance on Others
A director or an officer is not acting in good faith if he
or she has knowledge concerning the matter that
makes reliance otherwise permitted unwarranted
48
49. Delegation of Duty
to Review Form 990
• Can an executive director delegate the duty to the
board or a director?
• Can a director delegate the duty to the executive
directors?
• Can the board delegate the duty to a committee of
the board?
49
50. Who is Looking at Your 990?
• Forms 990 are public records
– Donors and creditors as well as regulatory
agencies such as the State Attorney General pick
up information from Forms 990
– Reporting agencies like Guidestar use and rely on
information in the Form 990
– State and local tax assessors may use and rely on
statements of mission, purpose and related
activities
50
51. 990 Review Process
• Part VI, Governance, Management and Disclosure
– Section B. Policies
• 11a. Has the organization provided a complete
copy of this Form 990 to all members of its
governing body before filing the Form?
• 11b. Describe in Schedule O the process, if any,
used by the organization to review this Form 990
– ARE THE DIRECTORS INFORMED ABOUT THE
PROCESS?
– DO THE DIRECTORS PARTICIPATE IN THE
PROCESS?
51
52. Schedule O
990 Process Statement
Example 1
• "Form 990 is prepared by an independent CPA firm
and submitted to the executive director for review"
• [Form 990, Part VI, Section B, Line 11]
– DIRECTORS HAVE A DUTY AND A RIGHT TO BE
INFORMED
– DIRECTORS HAVE A RIGHT TO INSPECT RECORDS
52
53. Schedule O
990 Process Statement
Example 2
"Form 990 is prepared by the independent accounting
firm, then reviewed and verified by the chief financial
officer and reviewed by the chairman of the finance
committee. Copies of the form are then sent to all
members of the executive committee for review and
comment. Copies are made available to all members
of the board of directors. The final version is filed with
the Internal Revenue Service."
[Form 990, Part VI, Section B, Line 11]
53
54. Protection from Liability under
Tennessee Law
Neither a director nor an officer is personally liable for
any action taken or not taken as a director or officer
or any failure to take any action, if he or she
performed the duties of office in compliance with the
corporate standard
54
55. Immunity under Tennessee Law
• All directors, trustees or members of governing
bodies of nonprofit corporations and organizations
"shall be immune from suit arising from the conduct
of the affairs of" such corporations and
organizations
• BUT such immunity is removed when such conduct
"amounts to willful, wanton or gross negligence"
55
56. Additional Liability
Protection in Charter
The charter may contain a provision eliminating or
limiting the personal liability of a director to the
corporation or its members for monetary damages
for breach of fiduciary duty as a directors:
•Except for:
– breach of the duty of loyalty
– for acts or omissions not in good faith or
intentional misconduct or a knowing violation of
law
– unlawful distributions
56
57. Right of Contribution for
Unlawful Distributions
A director held liable for an unlawful distribution is
entitled to contribution from every other director who
voted for or assented to the distribution without
complying with the applicable standards of conduct as
well as from each person who received the unlawful
distribution
57
58. Are Directors Sometimes
Trustees?
• Nonprofit corporation directors are not trustees
• Nonprofit corporation officers are not trustees
• What if the bylaws refer to directors as "trustees"?
• What if directors or officers are also "trustees" of a
trust?
A trustee has a higher standard of conduct.
58
59. When is a Director a Trustee?
• When he or she is acting in a capacity other than as
a director or officer
• When he or she has fiduciary duties under
employee benefit plans and ERISA
– e.g. officers who are administrators of plans
• When he or she participates in a decision to change
an exempt purpose or function of the corporation,
i.e. amend the charter or bylaws
– e.g. use of donated property – cy pres – notice to
attorney general
59
60. When is a Director not a Trustee?
• TNCA provides:
"a director shall not be deemed to be a trustee with
respect to the corporation or with respect to any
property held by the corporation, including, without
limitation, property that may be subject to
restrictions imposed by the donor or transferor of
such property"
60
61. Duty of Loyalty Issues
The Three "C's"
Conflicts of interest
Corporate opportunity
Confidentiality
Corporate law
61
62. Conflicts of Interest
"A conflict of interest transaction is a transaction with the
corporation in which a director or officer of corporation has a
direct or indirect interest."
A conflict of interest transaction is not voidable or the basis for
imposing liability on the director or officer:
• if the transaction was fair at
• if approval is obtained from
the time it was entered into or
the attorney general and
reporter; or
• if the transaction is approved,
after disclosure, by
• If approval is obtained from a
independent directors, who
court having equity
have no direct or indirect
jurisdiction in an action in
interest, either acting as a
which the attorney general
board or as a committee of
and reporter is a party
the board; or
By comparison, a conflict of interest transaction by a trustee is
voidable
62
63. Corporate Opportunity
• A corporate director, of both a nonprofit and a for
profit corporation, must offer first to the
corporation any business opportunity that involves
an activity in which the corporation has an interest
before the director takes the business opportunity
for himself or herself
• The requirement in standards of conduct that a
director act in good faith requires the director to
make a full and timely disclosure of the business
opportunity
– e. g., an opportunity to purchase a piece of real
estate that the nonprofit corporation could use
for its business
63
64. Confidentiality
• The requirement that a director keep confidential
the business of the nonprofit corporation arises
under the duty of loyalty in:
– Conflict of interest situations
– Corporate opportunity situations
– Contract negotiations
– Employee and HR reviews and decisions
– Regulatory compliance matters; and
– Executive Sessions of the Board
64
65. Rights of Directors
• To be informed
• To have access to management: CEO or Executive
Director or Officers of the Board
• To have access to books and records, minutes,
financial statements, Form 990, Form 1023, charter,
bylaws, codes of ethics
• To participate in decisions to vote including the
right to dissent and have dissent recorded
• To be indemnified
65
66. Director's Right to Inspect Records
• Members of nonprofit corporations have had a right
to inspect records under the Tennessee Nonprofit
Corporation Act [T.C.A. §§ 48-66-101 to 105]
• Tennessee Business Corporation Act was amended
effective January 1, 2013 to give directors a right to
inspect "books, records and documents of the
corporation at any reasonable time to the extent
reasonably related to the performance of the
director's duties as a member of a committee"
• Tennessee Nonprofit Corporation Act is being
amended in a similar manner
66
67. Tennessee Nonprofit Corporation Act
Proposed Amendments
Proposed Director's Statutory Right of Inspection:
(a) A director of a nonprofit corporation is
entitled to inspect and copy the books,
records and documents of the corporation
at any reasonable time to the extent
reasonably related to the performance of
the director's duties as a director, including
duties as a member of a committee, but not
for any purpose or in any matter that would
violate any duty to the corporation or law
other than this [act]. [T.C.A. § 48-66-105(a)]
Common Law provides for is right now.
67
68. Tennessee Nonprofit Corporation Act
Proposed Amendments
"Document" means:
A. Any tangible medium on which information is
inscribed, and includes any writing or written
instrument.
B.
An electronic record.
"Electronic" means relating to technology having electrical,
digital, magnetic, wireless, optical, electromagnetic or similar
capabilities.
"Electronic Record" means information that is stored in an
electronic or other medium and is retrievable in paper form
through an automated process used in conventional
commercial practice . . . [T.C.A. §48-51-201(14), (17) and (18)]
68
69. Tennessee Nonprofit Corporation Act
Proposed Amendments
• Proposed Duty to Inform
– A statutory duty of an officer to inform either a superior
officer, the board of directors, or a board committee
about affairs of the corporation within the scope of the
officer's functions or of any action or probable material
violation of law involving the corporation or breach of
duty by an officer, employee or agent of the corporation
69
70. Tennessee Nonprofit Corporation Act
Proposed Amendments
• Proposed Contract Rights – Removal of Officer
– a provision that, except as otherwise provided in the
charter or bylaws, an officer may be removed at any time
with or without cause by the officer who appointed the
officer being removed unless the board provides
otherwise. This provision is based on and modeled after
the Model Act 3rd Ed
– DELEGATION, RELIANCE AND ACCOUNTABILITY
70
71. Tennessee Nonprofit Corporation Act
Proposed Amendments
• Proposed Electronic Notices
– For example, "notice or other communications
may be delivered by electronic transmission "if
consented to by the recipient" or "if the electronic
transmission is otherwise retrievable in
perceivable form; and the sender and the
recipient have consented in writing to the use of
such form of electronic transmission".
71
74. Tax Exemption
• A Tax Exempt Entity generally does not pay income
tax because that income funds a purpose that the IRS
has recognized as tax-exempt
• BUT- If the income received is unrelated to the taxexempt purpose of the entity, it is unrelated business
income (UBI or UBTI), and therefore subject to
taxation
• The entity must report and pay income taxes for UBTI
at the corporate rate
74
75. What is Unrelated Business
Income?
"… any trade or business the conduct of
which is not substantially related (aside from the
need of such organization for income or funds or the
use it makes of the profits derived) to the exercise or
performance by such organization of its charitable,
educational, or other purpose or function
constituting the basis for its exemption under section
501 ..."
75
76. 3-Part Test
• So, considering whether an income-producing activity
creates UBI, look at the 3-part test:
1. Is it a trade or business?
2. Is it regularly carried on?
3. Is it substantially related to furthering the exempt
purpose of the organization?
76
77. So, What is a
"Trade or Business"?
• Something that has a "Profit
motive" – whether it actually
brings a profit or not
– It may have a "profit
motive" if it resembles an
activity done by taxable
commercial entities
– Does the entity's taxexemption provide the
entity an unfair advantage
in carrying out the activity?
• An activity can still be a
trade or business if it is
included within a larger
group of activities related to
the entity's exempt purpose
– For example, if an exempt
organization that
publishes a magazine
related to its exempt
purpose, sells advertising
in that magazine, selling
the ads is a trade or
business (even though it is
a part of a magazine
related to the exempt
purpose)
77
78. Regularly Carried On
• Activities must show a frequency and continuity
– How does the frequency compare to similar
commercial activity carried on by taxable entities?
• Are the activities pursued in a manner similar to how
for-profit organizations pursue comparable
commercial activities?
– Hospital operating a sandwich stand for 2 weeks
during a state fair – NOT "regularly carried on"
– Hospital operating a commercial parking lot every
Saturday to raise money – IS "regularly carried on"
78
79. Not Substantially
Related to Exempt Purpose
• Activity does not contribute importantly to
accomplishing that entity's exempt purpose (other
than by supplying funds)
– Rev. Rul. 81-138 – Chamber of Commerce's lease of
building below market rent to an industrial tenant
for the purpose of spurring economic development
was substantially related to the Chamber's exempt
purpose
79
80. Not Substantially
Related to Exempt Purpose
• Consider the size and extent of the activities vs. the
nature and extent of the exempt function the activity
intends to serve
– To the extent an activity is conducted on a scale
larger than reasonably necessary to perform an
exempt purpose, it does not contribute importantly
to the function the activity intends to serve (that
excess portion would be UBI)"
• Selling products created from performance of exempt
purpose CAN be "Substantially Related"
• Dual use of assets or facilities – consider each use or
activity independently
80
81. Trade/Business Activities
Excluded
These activities (along with a few others) are specifically excluded
from the definition of "unrelated trade or business":
• Any trade/business where
substantially all work is
performed by volunteers
• Any trade/business performed
primarily for the convenience
of members, employees,
students, patients, etc. of the
entity
• Qualified sponsorship income
(where sponsor gets only
acknowledgement)
• Selling donated merchandise
(i.e. thrift shop operated by
tax exempt entity)
• Certain bingo games
• Distribution of nominal cost
items, which are incidental to
soliciting donations
• Renting mailing list to another
charitable organization
• Convention and trade show
activity – if entity's purpose is
to promote/educate on
respective industry
81
82. UBI Exclusions
• Interest and other investment income
• Royalty income
• Rents
• Certain research income
• Gains/losses from sale of property
• Income from services provided under Federal License
(very narrow exclusion)
• Member income of co-op electric company (very
narrow exclusion)
* FOR EACH EXCLUSION, YOU MUST THEN CONSIDER
WHETHER AN EXCEPTION APPLIES
82
83. Exceptions to Exclusions
• Investment income EXCEPTIONS
– investment is debt-financed
– Annuities received from a controlled corporation
– income is from a security loan
• Royalty income EXCEPTIONS
– Royalty is debt-financed
– Royalties received from a controlled corporation
83
84. Exceptions to Exclusions
• Rental Income Exceptions
– Rent from real property or personal, only under "mixed
lease" situations, so long as personalty rents = 10% or less
• Rent attributable to
• Rent is income from
personal property = more
unrelated debt-financed
than 50%
property
• Rent amount is based on
net profit of tenant
• Rents received from a
controlled corporation
• Rent is in exchange for
personal services (i.e.
hotel room rent)
• Rents received from
certain organizations
(Social clubs, VEBAs,
SUBS, GLSOs (narrow
exception)
84
85. Exceptions to Exclusions
• Gains/losses from sale of property
– Except from unrelated income from debt-financed
property
• Income from services provided under Federal License
– Except if income is from unrelated debt-financed
property
85
86. Special Rules
• If an organization is one of the following, it must
consider UBI under special rules:
– a Social Club (under 501(c)(7))
– a Voluntary Employee's Beneficiary Association
(under 501(c)(9)) ("VEBA")
– a Supplemental Unemployment Compensation
Benefit Trust (under 501(c)(17)) ("SUB")
– a Group Legal Services Organization (under 501(c)
(20)) ("GLO")
– a Veterans' Organization (under 501(c)(19))
86
87. Deductions for UBI
• If income is UBI, the organization can take a
deduction for its expenses directly connected to that
unrelated trade or business
• Where the organization makes dual use of property
or activities, those expenses must be allocated
appropriately to only deduct expenses used for UBI
• This includes a deduction for expenses directly
connected with debt-financed property or the
income derived from it
• Special circumstances for advertising expenses where
advertising sales are an "exploitation of an exempt
activity"
87
89. Disclaimer
This presentation is provided with the understanding that the
presenters are not rendering legal advice or services. Laws are
constantly changing, and each federal law, state law, and
regulation should be checked by legal counsel for the most current
version. We make no claims, promises, or guarantees about the
accuracy, completeness, or adequacy of the information contained
in this presentation. Do not act upon this information without
seeking the advice of an attorney.
This outline is intended to be informational. It does not provide
legal advice. Neither your attendance nor the presenters
answering a specific audience member question creates an
attorney-client relationship.
89
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Use this template to:
Create new firm presentations from an outline, or
Apply it to existing presentations
HOW TO IMPORT AN OUTLINE:
Outline should be saved as RTF file.
Heading styles must be applied to paragraphs in outline.
Any paragraphs with Normal style applied will not be imported (great for notes, etc.).
Note: If no heading styles are applied in outline, every paragraph will become a new slide.
Click New Slide split button and select Slides from Outline and find saved RTF file.
HOW TO APPLY TEMPLATE TO EXISTING PRESENTATION:
Save this file as a template (.potx)
Go to Design tab, click dropdown on right and select Browse for Themes (at bottom). Find saved template and select. Now go through slides and apply layout to slides.