Lawyers

Experience

Eileen Johnson has over 25 years of experience advising nonprofit organizations and associations on a wide variety of legal issues.

Nonprofit, Corporate & Board Issues

• Corporate governance issues applicable to nonprofits, including governance policies requested by the Internal Revenue Service, amendments to articles and bylaws, Sarbanes-Oxley compliance, watchdog compliance, restructuring, amending bylaws, mergers and consolidations, and best practices
• Board issues, such as board size, committee structure, recruitment, orientation, elections, training, self-evaluations and credentialing

Tax Advice

• Federal and state tax laws applicable to 501(c)(3), 501(c)(4) and 501(c)(6) organizations and their affiliates, including for profit subsidiaries and joint ventures
• Unrelated business income tax issues
• Applications for federal and state tax exemption
• Charitable solicitation and other fundraising activities
• Tax consequences of employee compensation and fringe benefits

Charitable Solicitation and Fundraising

• State registration for charitable solicitation licenses
• Commercial co-venture and cause marketing relationships
• Raffles, silent auctions and other fundraising activities

Membership Programs

• Chapters and components
• Membership meetings and voting
• Tax deductibility of member benefits

Employment advice

• Employment agreements, Executive compensation arrangements, Executive and staff evaluations, Compensation plans, Employment policies and handbooks, Noncompete agreements, Confidentiality agreements, Personnel files, Employee terminations and severance agreements
• Working with management and boards to develop succession planning programs for management level staff, Interviewing prospective, current and former employees, Job descriptions, Leased employees and Outsourced HR services

Continuing Care Retirement Communities, Long Term Care, Assisted Living

• Provides tax, governance and contractual assistance to directors, officers and management of nonprofit continuing care retirement communities, long term care, and assisted living facilities

International

• Establishing offices outside the U.S. for U.S. based associations
• Non-U.S. chapters and members
• Conference and other activities

Other

• Real estate including office leases, the purchase and sale of unimproved and improved property, life tenancy agreements, mortgages and other financing
• Intellectual property, copyright and trademark licensing
• Contracts such as independent contractors, hotel and convention services, licenses, and grant agreements

General Information

• AV Peer Review Rated; Martindale Hubbell
• Director: Association Foundation Group, 2008-2010
• Chair: Nonprofit Committee, Greater Reston Chamber of Commerce, 2008-2009
• Member: Development Committee, ASAE Foundation (2013 to date)
• Chair: Legal Section Council, American Society of Association Executives (2011-2012); Vice-Chair (2010-2011)
• Member: Consultants Section Council, American Society of Association Executives (2007-2010)
• Board Member: Corporate Counsel Section Board of Governors, Virginia State Bar (1999-2006); Immediate Past Chair (2005-2006); Chair (2004-2005); Vice Chair (2003-2004); Secretary (2002-2003)
• Program Chair: Association of Corporate Counsel, Nonprofit Organizations Committee 2006
• Member: American Society of Association Executives, Association Foundation Group, BoardSource
• Listed in Washington's Legal Elite, Washington SmartCEO Magazine, 2011

Speaking Engagements

• Tax-Exempt Organizations in the District of Columbia, Maryland and Virginia, Lorman, January 2013
• Association and Nonprofit Mergers and Strategic Alliances, Association Trends webinar, November 2012
• Mind Games Through Contract Negotiation, Association Superheroes Conference, October 2012
• Don’t Forget the Home Front: Legal Issues on the State and Local Level, ASAE Annual Meeting, August 2012
• Nonprofit Salary Trends and Executive Compensation Issues, Association Trends Live, June 2012
• Launching an Association Foundation, ASAE Great Ideas Conference, March 2012
  
• Social Media and Labor & Employment Law, Maryland State Bar Association Annual Meeting, June 2011
• Can an Employee Be Disciplined for Tweeting?, Nonprofit Human Resources Conference, October 2011
• Joined at the Hip or Split at the Seams (Mergers & Consolidations), Risk Management & Finance Summit for Nonprofits, Nonprofit Risk Management Center, September 2011
• Social Media and New Technology: The Rewards - and Legal Risks - for Associations, co-presenter, ASAE Annual Association Law Symposium, September 2011
• New Developments on Nondues Revenue Legal and Tax Issues, co-presenter, ASAE Annual Meeting, August 2011
• Governance & Fiduciary Responsibilities, Music Education Week in Washington, June 2011
• Secrets Every New CEO Should Know, co-presenter, ASAE Great Ideas Conference, March 2011
• Making Good Boards Great, Association Foundation Group, October 2010
• Emerging Trends in Nonprofit Governance, co-presenter, ASAE Association Law Symposium, September 2010
• Organizational Assessment and Restructuring, co-presenter, ASAE Annual Meeting, August 2010
• Accountability in Action: Enforcing Board Member Responsibilities, co-presenter, ASAE Annual Meeting, August 2010
• Social Media in the Workplace: Pitfalls and Policies, Social Media Legal Conference, March 2010
• Form 990: It's Not Just a Tax Return, It's a Marketing Tool Too, Nonprofit Forum of Northern Virginia, January 2010
• Nonprofit Directors as Fiduciaries, The Georgetown Group, Morgan Stanley Smith Barney LLC, January 2010
• Top 10 Potholes on the Internet Highway, co-presenter, ASAE Annual Meeting, August 2009
• UBIT Revisited: An Update on the Unrelated Business Income Tax, Exempt Organization Institute, The Maryland Institute for Continuing Professional Education of Lawyers, June 2009
• Legal Issues in the Current Economic Climate, Association Foundation Group, March 2009
• Legal Issues, panelist, ASAE International Conference, March 2009
• Using Your 990 as a Marketing Tool, co-presenter, ASAE Great Ideas Conference, February 2009
• Nonprofit Tax Law and Corporate Governance/Administration, panelist, ASAE Association Law Symposium, September 2008
• Legal Issues Overview, Maryland Nonprofits, September 2008
• Putting Your 990 to Work for Your Organization, Association Foundation Group, May 2008
• Where's the Shredder?, co-presenter, Finance and Administration Roundtable, February 2008
• The Hats You Wear! Membership, Finance and Law, co-presenter, American Society for Association Executives, November 2007
• Legal Responsibilities of Nonprofit Directors, West Virginia Bar Association Annual Meeting, September 2007
• How to Use Your 990 as a Marketing Tool, co-presenter, Reznick Group and Whiteford Taylor & Preston,  September 2006 and January 2007
• Charitable Solicitations in Maryland, Lorman, November 2006

Articles

• "When is an Association Liable for Chapter Activities," Association Law & Policy, February 2013.
• "Consulting Contract Do's and Don'ts," Associations Now Supplement, November 2011.
• "What Your Association Needs to Know About Job Boards," Associations Now, July 2011. 
• "Four Golden Rules for Committees," Associations Now, January 2011. 
• "Social Media in the Workplace," Maryland Employment Law Letter, Part I - November 2010, Part II - December 2010. 
• "Help Your Association Stay the Course With Its Own Rules," Consultants Connection, February 2010.
• "Contracting With Outside Consultants," Associations Now, January 2010.
• "What Happens When Your Client Goes Out of Business," Consultants Connection, August 2009.
• "Corral Your Contracts," Associations Now, June 2009.
• "When is a Merger a Good Idea?" Associations Now, March 2009.
• "When and Why Do You Need Legal Advice?," Consultants Connection, November 2008.
• "Governance Issues Related to Components & Chapters," Association Law & Policy, January 2008.
• "Elements of a Good Nonprofit Leader Succession Plan," ASAE website, January 2008.
• "Succession Planning for Nonprofit Organizations," ASAE website, November 2007.
• "Time to Review the Board Committee Structure," Associations Now, September 2007.
• "Immigration-related Employment Compliance: An Overview," co-authored with Sharvari Dalal-Dheini, 21 VLW 166, February 26, 2007.
• "Does Your Organization Need a Compensation Committee," The Business Monthly, January 2007.
• "The Pension Protection Act of 2006 and Nonprofit Reforms," ASAE website, January 2007.
• "Volunteer Management: Improving the Volunteer Experience and Reducing Risk," ASAE website, January 2007.
• "Board Committee Structure," ASAE website, January 2007.
• "Regulating Charitable Fundraising in the 21st Century," ASAE website, January 2007.
• "Executive Compensation for Exempt Organizations," ASAE website, January 2007.
• "Look Before You Leap: What You Need to Know About Nonprofit Board Service," Corporate Counsel News, Virginia State Bar, 2006.  
• Miscellaneous short articles in a question and answer format for the Baltimore Business Journal, 2006-2008.

Columns

Eileen's Eye on the Net, a monthly column in the Maryland Employment Law Letter:

• "2011 New Year's Resolutions," February 2011.
• "Use Facebook to Safely Complain About Your Boss," March 2011.
• "Criminals Are Stupid," April 2011.
• "Texting While Driving - Cause for Termination?" May 2011. 
• "Are They Really Working?" June 2011.
• "If You Can't Beat Them, Hire Them," July 2011.
• "DOL Has An App for That," August 2011.
• "Never Can Say Goodbye..." September 2011.
• "NLRB Reports on Social Media Cases," October 2011.
• "Paying Big Brother to Watch Your Employees," November 2011.
• "Virtual Employees," December 2011.

Articles Published by Whiteford, Taylor & Preston

Nonprofit Report

• IRS Work Plan for 2011, January 2011.
• Federal Funding Guidelines for Nonprofit Organizations, co-authored with Bradley A. King, Fall 2008.
• Charitable Immunity in Virginia, Spring 2008.
• Update on the Revised Form 990, Winter 2008. 
• Updates From the IRS and Capitol Hill, Fall 2007.
• IRS on Governance, Spring 2007.
• Board Evaluation of the Chief Executive Officer, Spring 2007.
• Using Your 990 as a Marketing Tool, Winter 2007.

Community Associations Update

• Can Your Association Benefit From Energy Tax Credits?, February 2011.

Education

• J. Reuben Clark Law School, Brigham Young University (J.D. 1982)
• College of William and Mary (B.A. 1979)