Succession Plans: Why Your Nonprofit Needs One
The attorneys in our Nonprofit Organizations and Associations Group have extensive experience advising nonprofit organizations and associations on the legal issues arising out of their special status and operations. With backgrounds in tax, corporate law, transactions, real estate, employment, intellectual property, litigation, and other areas of practice, our attorneys are experienced in, among other things:
We serve a wide array of nonprofits and associations on a local, regional, national and international basis, including:
Lawyers for Nonprofit Organizations, Professional and Trade Associations, Certification and Accreditation Bodies, Churches, Fire Departments, Political Organizations, Hospitals, Colleges, Retirement Communities, and other tax-exempt entities.
Recent Select Matters
In the new Revenue Procedure 2018-15, the IRS has indicated that it will generally no longer require a new tax exemption application from a Section 501(c) organization that changes its form or place of organization. This change will make it easier for an association or other nonprofit corporation to take advantage of the benefits of re-incorporating in a state that is either more convenient or a state that may have more favorable laws governing nonprofit corporations.
In an opinion released on August 3rd, US District Court Judge Beryl Howell greatly expanded the FEC donor disclosure reporting requirements for independent groups – like Section 501(4) and 501(c)(6) organizations – that sponsor independent expenditures and other candidate advocacy communications. The court delayed the implementation of its ruling for 45 days to give the FEC time to draft interim rules.
Nonprofit organizations are often overly cautious in speaking out about their causes and interacting with candidates in election years for fear of violating a complex set of laws and rules. You can and should participate in the election-year conversation. Here’s how.
South Dakota v. Wayfair - Opening the Door for Imposition of State Sales' Tax on Interstate Sales
IRS Ignites Political Firestorm by Eliminating the Requirement for Most Nonprofit Organizations to Submit Confidential Donor Information to the IRS
On July 16, 2018, the IRS announced that it has eliminated the requirement for most nonprofit organizations to provide confidential donor information to the IRS on Schedule B to their annual IRS Form 990. Although limited in scope and with no impact on public transparency, the change has significant political ramifications and has ignited a firestorm of support and condemnation across the political spectrum. This includes a partisan Senate Finance Committee vote and delay in the Senate confirmation vote on the new IRS Commissioner.
On June 21, 2018, the U.S. Supreme Court in South Dakota v. Wayfair, Inc., upheld a South Dakota statute requiring out-of-state sellers of goods to collect and remit sales tax if they have significant business in South Dakota, thus rejecting the long-standing physical presence requirement that prohibited many states from collecting sales taxes on goods sold to residents of their states. South Dakota v. Wayfair, Inc., 201 L. Ed. 2d 403 (2018). Forty-one states, two U.S. Territories and the District of Columbia asked the Supreme Court to uphold the South Dakota statute, which suggests that several other states may enact similar statutes in the future or move to enforce existing ones.
Tax Cuts and Jobs Act - More Changes
How the Tax Cuts and Jobs Act Affects Nonprofit Executive Compensation
The Tax Cuts and Jobs Act created Section 4960 of the Internal Revenue Code that imposes a new 21% excise tax on certain tax-exempt entities (including any organization exempt under Section 501(c), (d), 401(a) or 115) on (i) the annual compensation (including benefits and deferred compensation) paid to its five (or more) highest-paid employees in excess of $1,000,000 and (ii) excess parachute payments paid to the same class of employees.
The Tax Cuts and Jobs Act (the “Act”) that went into effect on January 1, 2018 significantly impacts nonprofit organizations. The Act changes how unrelated business income to calculate UBIT must be calculated, requires employer paid excise tax on annual compensation in excess of $1 Million and on excess parachute payments paid to certain employees, and alters the tax treatment of employer paid expenses for transportation, parking expenses and athletic facilities. We have addressed those changes in other articles in our Newsletter. In this article, we will discuss how the Act gives rise to possible changes in charitable giving, establishes new tax withholding tables for employees and assesses an excise tax on certain university endowments. The Act did not, however, repeal the Johnson Amendment, which was on the table for elimination in earlier versions of the Act.
Significant Changes Regarding Fringe Benefits Under the New Tax Law
UBI Now Calculated for Each Unrelated Trade and Business Activity
The Tax Cuts and Jobs Act was signed into law on December 22, 2017, and went into effect for taxable years starting January 1, 2018. Among its many changes to the tax code are certain provisions prohibiting tax exempt organizations from deducting expenses for certain fringe benefits provided to their employees. The change puts tax exempt organizations on a level playing field with for-profit entities with regard to certain employee benefits.
The Tax Cuts and Jobs Act that became effective on January 1, 2018, brought sweeping changes to the way organizations calculate and report federal taxes. Organizations exempt from federal tax were not spared from these changes. One change that could result in significant unrelated business income tax (“UBIT”) and/or operational burdens on exempt organizations is the change in the manner in which exempt organizations must calculate certain taxable income and the resulting UBIT.
Your Fiduciary Duty: Find Missing Retirement Plan Participants
GDPR Compliance Quick Guide for U.S. Nonprofit Organizations and Associations
Does your association have more retirement plan participants than it does full-time staff? If so, you have a fiduciary duty to find former employees who are owed benefits—and the Department of Labor is paying increased attention to who is meeting it.
The General Data Protection Regulation (GDPR) is a privacy regulation of the European Union designed to give individuals control over their personal data. The GDPR protects the privacy of individuals regardless of their nationality when their data is collected when they are located in the European Union, Iceland, Liechtenstein or Norway (EEA). For example, the personal data of an organization’s employee, independent contractor, or volunteer located in the EEA may be protected by the GDPR even if that individual is a U.S. citizen and resident.
Three Questions to Ask When Designing a Severance Package
Maryland General Assembly Overrides Governor's Veto: Paid Sick Leave Law to Take Effect in February
Don’t let your association’s severance policy lead you into legal trouble. Consider these three important questions when designing a pay and benefits package for outgoing employees.
Association Liability for Harassment at Meetings
Managing & Insuring Your Biggest Risks
Consider this: An association employee attends the annual membership meeting. There is alcohol. A member becomes flirtatious with the employee and before anyone steps in, gropes her. Your organization cannot be held liable for conduct of a member, over whom you have no control, right?
What about this? A director makes comments at board meetings regarding his homophobic views. You have a staff member who attends these meetings who is gay. You can’t be liable for the board member’s conduct, right?
Most people are surprised to learn that one of the biggest risks for claims against associations involve employment practices. These range from the initial hiring decision to the final termination of employment, and include everything in between. These risks need to be identified and managed. Insurance coverage also is needed to protect against possible claims.
Foreign Workers in the Trump Era - Immigration Compliance and Managing Your Workforce
The Frequently Neglected 403(B) Plan - Errors May Be Costly
Parental Leave Laws & Working Parents
One Toke Over The Line?
Erika E. Cole, The Church Attorney® to Launch Church and Faith-Based Organization Practice at Whiteford, Taylor & Preston LLP
Can Your Journal Protect Its Peer Reviewers
China's Overseas NGO Law: Next Steps for Associations
Legal Elements of Executive Succession Planning
The Board's Role in Strategic Planning
Legal Friction Points in Component Relations
What Do New Marijuana Laws Mean for the Workplace?
FEC Adjusts Some Political Contribution Limits for 2017-2018 Cycle
On the Horizon in 2017: Are Political Spending Restrictions on Section 501(c)(3) Organizations Going Away?
The Federal Election Commission has made minor adjustments to some of the individual and PAC contribution limits for the 2017-2018 election cycle. The amount that individuals and non-multicandidate PACs can give to federal candidates remains at $2700 per election to each federal candidate. Since primary and general election contests are viewed as separate “elections,” an individual or a non-multicandidate PAC may contribute a total of $5400 to a federal candidate. The $5,000 per year individual contribution limit to PACs is also not affected.
Nonprofit Lobbying: The Rules You Need To Know
The 2016 Elections and Beyond -- Last Minute Opportunities and Compliance Challenges Ahead
Montgomery County Employers Must Provide Paid Sick and Safe Leave Effective October 1, 2016
Effective October 1, 2016, all employers in Montgomery County, Maryland with one or more employees are required to provide employees with paid sick and safe leave. All employees must earn one hour of paid leave for every 30 hours an employee works in Montgomery County, up to 56 hours a year. Employers with 5 or more employees must provide paid sick and safe leave; whereas, employers with less than 5 employees must provide 32 hours of paid sick and safe leave, as well as 24 hours of unpaid sick and safe leave per year.
Contract Review For Associations
Our CEO Wants To Host A Candidate Fundraiser: What Are The Risks?
Let's Discuss Employee Probationary Periods
Form 990-Schedule B
Act Now On Privacy And Cybersecurity Issues!
A "Smart" Version Of The Form I-9 Is On The Horizon
Nonprofit Communication in the Cellphone Age: Know the Rules and Risks
New Department of Labor Overtime Regulations
By: Steven Basart, Director China, Kellen & Dorothy Deng, Esq., Partner at Whiteford, Taylor & Preston, LLP
On April 28th, 2016, the Standing Committee of the National People’s Congress (NPC) of the People’s Republic of China (PRC) approved the PRC Law on the Management of the Activities of Overseas NGOs within Mainland China. The NPC’s approval followed a third round of review and revision by the NPC Law Committee, which included substantial changes and clarifications compared to the second draft that was released in May 2015.
The proliferation of cellphones means that nonprofits can communicate with their members and donors anywhere, anytime. But the law protects consumers from unwanted "robocalls" and text messages on their mobile phones. Nonprofits need to know the rules before they implement a cellphone communication strategy.
Election 2016: Know the Rules for Supporting Candidates
Update for Social Welfare Organizations
The Protecting Americans from Tax Hikes Act of 2015 (the PATH Act) created the new IRS section 506. This section requires social welfare organizations (those claiming exemption under § 501(c)(4)) to provide notice to the IRS of their existence no later than 60 days after their formation.
The PATH Act requires social welfare organizations that were in existence on or before December 18, 2015 to notify the IRS of their existence by June 15, 2016 unless they had submitted an IRS Form 1024 or Form 990 prior to December 18, 2015.
Elections pose abundant opportunities for associations to support candidates aligned with members' interests. But the law governing election-related activities by associations has shifted drastically in recent years. Before your organization supports or opposes political candidates, be sure you know the rules.
The Basics of Board Committee Structure
From standing and ad hoc committees to task forces and advisory councils, a board accomplishes its work through a variety of smaller groups. Associations need to regularly evaluate their existing committee structure and be ready to adjust it based on the organization’s changing governance needs.
Proper classification of employees is critical to avoid potential liability for unpaid overtime.
If that did not get your attention, then consider this: In addition to unpaid overtime, misclassification of employees can result in liquidated damages, equitable relief, and reimbursement of attorneys' fees. Classification is particularly important now, in light of the proposed changes to the Fair Labor Standards Act.
Plan To Fail
Top 5 Political Law Compliance Tips for 2016
Your association will be hacked. Are you ready?
You often hear lawyers talking about risk -- potential legal and other problems that can arise for an association. Well, there is one new risk that isn’t just a possibility: Your association will suffer a cybersecurity breach at some point in the future, and you’d better be ready.
More associations are instituting automatic membership dues renewal programs, where members’ credit cards are stored and charged periodically. While this payment structure is very appealing to many associations, certain legal issues should be carefully considered before proceeding.
Intellectual property is a crucial asset for any association. This includes content developed for members and constituents as well as the value associated with the association's brand and promotion of that brand. Intellectual property rights and laws vary by country, so it is important for all associations to take protective measures and learn the laws and regulations of their target markets before going global.
How Associations Can Protect Their Content Rights Before Going Global
Automatic Renewal of Membership Dues and Recurring Credit Card Payment Laws
Cybersecurity: A Big Threat
DOJ Issues New Guidance on Testing Accommodations Under the Americans with Disabilities Act
European High Court Invalidates Safe Harbor for Transfer of Personal Data
Many association employees may think that cybersecurity is a matter to be handled only by the IT staff. CFOs, however, know that nothing could be further from the truth as cybersecurity is not just an IT issue, it is also a money issue. For instance an association that falls victim to a cybersecurity breach may spend thousands of dollars to repair its compromised computer system, may expend significant funds providing notification to those whose information was released, and be forced to pay even larger sums of money to defend or settle law suits initiated by those whose personal information was compromised.
On September 8, 2015, the Department of Justice issued technical assistance on testing accommodations under the ADA. The document covers who is entitled to testing accommodations, what types of testing accommodations are required, what documentation may be required of the individual requesting the accommodations, prohibited flagging policies, and how test scores for those receiving accommodations should be reported.
The IRS recently issued a proposed regulation regarding the reporting of charitable donations. Under the current law, taxpayers who donate $250 or more to a charitable organization must obtain a written receipt from the charitable organization in order to claim a charitable deduction, and the receipt must contain specified information.
Finance and Audit Committees
Use of Criminal Background Checks in the Hiring Process
IRS Proposes Regulation Regarding Reporting of Charitable Donations
There have been several recent changes in D.C. significantly affecting wages, employer notice requirements, and records maintenance as well as changes providing more protection to pregnant employees.
Retirement programs for employees of tax exempt associations are similar in many ways to retirement programs sponsored by a for-profit business enterprise. Both types of organizations may offer generally all of their employees qualified retirement plans (401(k) plans for both, 403(b) plans only for tax exempts) and deferred compensation plans for a “select group of management or other highly compensated employees.” However, the tax treatment of deferred compensation arrangements is where the similarities between tax exempt and for-profit organizations end.
Mind Your B's and F's: A Primer on Deferred Compensation Plans for Tax Exempts
Check Your Policies To Ensure They Are In Compliance With Current D.C. Employment Laws
The work of certification organizations provides invaluable benefit to those they serve, as well as the general public, by helping to set performance and competency standards for those in specific professions and motivating certificants to increase their personal knowledge in a particular practice area. Unfortunately, the activity of certification organizations also puts them at considerable risk for legal claims due to the organization’s self-regulation of its constituents. This is especially true in the areas of antitrust and due process. Additionally, today’s business environment has become extremely litigious, and certification organizations are susceptible to defending against legal claims initiated by allegedly aggrieved employees or third parties that were harmed by one of the certification organization’s certificants. Because there is no way for certification organizations to prevent an employee or third party from suing the organization, these organizations must ensure they have the proper insurance to protect against liability for a wide variety of claims.
The 4th Circuit Reaffirms Judicial Deference to Accreditation Agencies
Don't be Caught Off Guard with Inadequate Insurance Coverage
On March 24, 2015, the United States Court of Appeals for the Fourth Circuit issued a published opinion in Professional Massage Training Center, Incorporated (PMTC) v. Accreditation Alliance of Career Schools and Colleges, d/b/a Accrediting Commission of Career Schools and Colleges (ACCSC), in which PMTC filed a civil lawsuit against ACCSC for alleged violation of due process after ACCSC denied PMTC’s application to renew its accreditation. As further explained below, the Fourth Circuit’s ruling is significant for both accreditation and certification organizations, as it affirms judicial deference to decision making by credentialing bodies. The opinion is available online.
Advice on Making Corporate Governance Changes
Be on Guard for Cybersecurity Breaches
It’s not uncommon for an association’s corporate governance to become stale, a relic of the past, perhaps from the days of the association’s founding or from the last time the governance was overhauled two or three decades ago. The governance structure that was perfect for the association in the 1950’s or 1970’s is not necessarily the right one for 2014 or 2020. And yet many association leaders are reluctant to tackle corporate governance issues.
How Simple is that Simple Retirement Plan, Really?
Social Media & Employment Law
Hat Fight: NLRB Ruling Against Company Hat Policy Rejected by D.C. Circuit
Check Your Policies - They May be Unlawful
Over the last few years, cyber attacks on businesses have become a regular occurrence. The banking, retail, gaming and health care industries have all fallen victim to cyber attacks. The news media has been replete with stories about for-profit businesses experiencing security lapses or breaches by hackers, but nonprofit certification programs can also be targeted.
On an almost daily basis, we hear about a high profile company falling victim to a cyber-attack. While the news media has been replete with stories about high profile, for-profit businesses falling victim to computer hackers, nonprofit associations are now also a prime target for cyber criminals.
Don't Send Your Association's Email Lists to Criminals
Travel Safe: Managing the Legal Risks that Arise from International Operations
Nonprofit organizations are becoming increasingly active in global activities, which are very complex because of cultural, linguistic, operational, and risk issues. Adding to the complexity are legal issues. When does United States law apply, and when does the law of the local country apply? And what exactly are local laws that nonprofits have to watch out for? It’s not possible to know the laws of all the countries around the world, so how does one manage some of the key legal risks?
A Brief Overview of Maryland's New Law, "Charitable Enforcement & Protection of Charitable Assets"
Ex-Officio Directors Get Voting Rights in California
In 2014, Title 6.5, entitled “Protection of Charitable Assets,” was added to the Business Regulation Article of the Annotated Code of Maryland. This new law went into effect on June 1, 2014.
The new title relates to “charitable assets” that are given, received or held for a “charitable purpose,” and both terms are defined broadly. The statute provides that the Maryland Attorney General represents the public with regard to the protection of charitable assets.
Beginning January 1, 2015, a nonprofit organization that was incorporated in California will no longer be able to have ex officio directors who do not have voting rights.
Terminating Employees: A Checklist for Minimizing Risk
The Americans with Disabilities Act: A Brief Overview of What Associations Should Know
Is Retirement In Your Future?
The "Unpaid" Intern
Is Your Sick Leave Policy in Compliance With District of Columbia Law
Federal Trade Commission Cracking Down on Professional Associations that Inhibit Competition
While it is tempting for a professional association to tell its members not to “poach” each others’ customers, doing so violates federal antitrust law.
In November 2008, the District of Columbia enacted the Accrued Sick and Safe Leave Act of 2008 (“ASSLA”) which requires employers to provide paid sick leave to employees, as well as safe leave for absences related to domestic violence or sexual abuse. Effective March 2014, ASSLA was amended by the Earned Sick and Safe Leave Amendment Act of 2013 which broadens the employees covered under ASSLA, provides for additional recordkeeping, and includes stronger remedies for violations of the law.
Are Your Membership Benefits Cutting It?
Are You Complying with Canada's New Anti-Spam Rules?
The majority of Canada’s Anti-Spam Legislation (CASL) went into effect on July 1, 2014, and this has many U.S. associations and nonprofit organizations concerned. We are not Canadian lawyers, but we can tell you what we know about the new law.
Probably the vast majority of association membership benefits are the traditional ones – a publication of some sort, access to the association’s “members only” website, discounts on conference fees and purchases, access to group insurance programs, etc. While these benefits retain their popularity with some segments of association members, are they really useful – or even interesting – to your younger members?
Baby boomers filling association C-suite offices have begun to retire. We can expect an increasing wave of retirements in the next 10 years as boomers trade board meetings for club meetings and move on to the next phase of their lives. Is your association ready?
To minimize risk, the decision to terminate an employee requires consideration of multiple factors before action is taken.
The Americans with Disabilities Act of 1990 (ADA) makes it unlawful to discriminate against a qualified individual with a disability in any term or condition of employment, as well as retaliate against an individual for asserting his/her rights under the ADA. It is important to note the ADA does not prohibit an employer from hiring the most qualified candidate for a job; it only prohibits an employer from discriminating against a qualified applicant or candidate because of his/her disability. Below is a brief summary of what else associations should know about the ADA.
The Immigration Reform and Control Act of 1986, or “IRCA,” which made it unlawful for employers to hire or continue to employ persons not authorized for employment in the United States is approaching its thirtieth anniversary. The law imposed a requirement on virtually all private employers to verify that each newly hired employee is authorized to accept employment in the United States, and mandates completion of a Form I-9, together with a review of certain specified documentation verifying both identity and work authorization, within the first three days of the employee’s date of hire. Employers who fail to complete the forms, complete them halfway, or make mistakes in entering the required information potentially face civil penalties ranging from $250 to $1100 per violation.
The Federal Trade Commission Takes Aim at Professional Regulatory Boards
Disciplinary Proceedings: Due Process and Fair Report to Avoid Liability
Take-away: A decision by the United States Court of Appeals for the Third Circuit in mid-February is a reminder that failures in due process and fair reporting of association disciplinary matters may lead to legal liability.
The Supreme Court will hear a case this fall as to whether state licensing boards composed of regulated professionals are entitled to the ‘state action’ exception to the antitrust laws.
Association Chapter Insurance Policies: What Coverage Do You Need?
Recent Antitrust Enforcement Actions
In recent years, the Antitrust Division of the Department of Justice and the Federal Trade Commission (FTC), the two federal agencies charged with antitrust enforcement, initiated very few enforcement actions involving associations. In 2009, however, the Obama Administration publically promised that the days of relaxed anti-trust enforcement were gone and that it would employ vigorous antitrust enforcement efforts as a necessary means of reviving the economy. Two key cases filed by the FTC against trade associations in 2013 show that the FTC is committed to upholding its enforcement promise and that associations are not exempt from enforcement action.
Privacy Is Now a Priority
Compensation Studies: Why They're A Good Idea
New IRS Form 8822-B
A new privacy code for apps tries to help consumers understand what is really happening with their data.
The National Telecommunications and Information Administration of the U.S. Department of Commerce announced a new Short Form Notice Code of Conduct to Promote Transparency in Mobile App Practices this summer, and industry groups are busy commenting on pros and cons. The code is voluntary, but would be applicable to apps that associations and nonprofits develop.
Co-Author: Jennifer Kirkpatrick Howard, a producer at Lockton Companies and a risk management consultant and insurance broker, firstname.lastname@example.org.
Choosing insurance coverage for a chapter or affiliate can be overwhelming. Here are a few tips to help you get started in figuring out what coverage is right for your chapters.
The Internal Revenue Service is now launching questionnaire projects to gather information about retirement plans, in addition to conducting random, full scope audits. What should you do if a questionnaire is received? First - do not ignore it and, second, ask your advisor to help with the responses. A proactive review of your retirement plans’ operations is never a bad idea.
Tips to minimize the potential legal pitfalls in contracting for technology systems
Acquiring the right technology systems is often critical to an association’s success. Too often, however, associations rush through technology system acquisitions and sign unfavorable vendor contracts that ultimately provide little protection to the association if the system or its vendor doesn’t perform as expected. To minimize the potential legal pitfalls in contracting for technology systems, consider the following five contracting tips:
I Got This Thing From the IRS...
Managing Risk With Technology Contractors
Lessons Learned: The Importance of Effective Financial Governance and Internal Controls in the Wake of Reported Embezzlements at Prominent Nonprofits
Books, publications, websites, white papers, conference proceedings, magazines and newsletters constitute some of the most valuable property that associations have. These materials may be protected by the copyright laws, and it’s critical that associations maximize such protection. It’s important to make sure both that the organization owns or has adequate rights to use and publish any materials, and also that it has the ability to maintain control of them for purposes of ensuring their integrity and maximizing value to the organization.
Protecting An Association's Trademarks
Copyrights Are Critical For Associations
Maine Gets Ride of CCV Requirements
When we think of trademarks, most consumers think of famous international brands, such as Coca-Cola, Nike and Apple. Trademarks, however, are not just for traditional “for-profit” corporations. Trademarks can be very important assets to associations and can have significant value in advancing their missions and raising funds. An association’s name, acronym and logo, among other things, can be used in a trademark sense and acquire protection as trademarks.
Cyberattacks Are Equal Opportunity Threats
You may think that most cyberattacks happen to for-profit businesses and government agencies. But don’t be lulled into a false sense of security; when it comes to collecting and storing valuable data, many trade associations and nonprofits could give a like-sized corporation a run for its money.
The obligations imposed by the data breach laws enacted by almost every state and many foreign countries (particularly the European Union) and various federal privacy laws do not distinguish between for profit businesses and nonprofit organizations. Therefore, trade and professional associations must be vigilant to ensure compliance with these many laws and, when appropriate and necessary, implement a written information security program that includes appropriate technical, procedural and administrative safeguards for protecting private information.
Top-7 Social Media Issues for Associations
IRS Self-Declarers Questionnaire Raises Interesting Question in Wake of EO Unit Scandal Print Article
Association executives should be aware of potential legal risks social media can pose for their associations.
Affordable Care Act Requirements for Employers: Although Mandate Delayed, Action Still Required
Legal Update and Summary of the New York Nonprofit Revitalization Act of 2013
"Old Act" DC Corporations Under the New Act
DC nonprofit corporations formed prior to 1963 have a choice to remain under DC's old nonprofit corporation act or to come under the new act. If the entity wants clearer guidance on structure, then electing to come under the new act would be an appropriate decision. But if it prefers to stay under the old act, it must be careful to follow some new regulations or it will end up coming under the New Act.
The New York State Legislature recently passed the Nonprofit Revitalization Act of 2013 (the “New Act”), which contains several amendments to the New York Not-For-Profit Corporation Law. If signed by Governor Cuomo, provisions of the New Act will become effective July 1, 2014 and will apply to nonprofit corporations that are incorporated in New York.1
Every association holds meetings, whether a small board meeting or a convention for thousands. Association executives responsible for meeting planning should be aware of some of the latest trends in negotiating hotel and convention contracts to protect their associations.
What Nonprofits Don't Know About Healthcare Reform Can Hurt Them
New Rules for Association Foundation from the IRS
Associations with related foundations that are considered to be “supporting organizations” under Internal Revenue Code section 509(a)(3) should pay attention to a recent decision by the Internal Revenue Service. The IRS published the final and proposed regulations for supporting organizations on December 28, 2012 in T.D. 9605 - Payout Requirements for Type III Supporting Organizations That Are Not Functionally Integrated.
The federal Patient Protection and Affordable Care Act (“ACA”) enacted by Congress in 2010 will affect nonprofit organizations as much as for-profit companies. All nonprofits should determine if they are “large employers” and are subject to the penalties imposed by the ACA if their health plans fail to provide a minimum level of coverage to their full-time employees or if benefits offered are not “affordable.” On July 2, the Obama Administration announced it was delaying until January 1, 2015 the effective date of the employer mandate, which includes fines for employers who do not provide qualified and affordable health care and new reporting requirements.
Top 5 Issues In An Employment Agreement
D.C. Circuit Nixes NLRB Posting Requirement
Employers Now Required to Use Revised Form I-9 When Verifying Employment Eligibility
The top 5 issues to address in an employment agreement will differ depending on whether you are the employee or the employer and the level of the employee within the organization.
New Travel Rules Issued by the House Committee of Ethics Became Effective on April 1, 2013
Upgrading Your Code of Ethics and Disciplinary Procedures: Practical and Legal Considerations
In December 2012, the House Committee of Ethics (the "Committee") issued new regulations governing privately funded, officially connected travel by House Members, officers and employees. These new travel rules are not only applicable to House members and staff, but are also applicable to outside sponsors, including nonprofit organizations and associations.
The Group Ruling Questionnaire - What is it and what does it mean to your organization?
FTC Guidelines May Require Disclosure by Conference Speakers Using Social Media
If a nonprofit organization asks its conference or meeting speaker to use social media to promote the organization’s event, the Federal Trade Commission’s "Guides Concerning the Use of Endorsements and Testimonials in Advertising" may require the speaker to disclose his or her relationship with the organization.
First of all, if your organization has no affiliates, you can skip this article entirely.
For the rest of you, especially those whose affiliates operate under a Group Exemption: You may have already received from the IRS a "Group Ruling Questionnaire" (GRQ). The IRS began sending them out at the end of 2012 to several thousand tax-exempt organizations that had obtained a Group Exemption for their subsidiary organizations. The purpose of the GRQ is to help the IRS develop new regulations applicable to parent organizations to assure tax compliance and timely filing of IRS Form 990s by subsidiaries.
Minimizing Risk: The Importance of Conducting Anti-Harassment and Anti-Discrimination Training
The Right Coverage
Five Golden Rules for Committees
Timing of Severance Payments Where Payment is Contingent on Employee Signing a Waiver and Release
Is Your Organization Required to Pay DC Use Tax?
Five Legal Considerations When Negotiating Technology Contracts
Whether buying new hardware, upgrading software or implementing a million-dollar association management system solution, at some point each association is going to confront a technology contract. And whether you are drafting your own agreement or, more typically, starting with the vendor’s form of contract, there are certain key legal provisions the management of every association should consider before signing on the dotted line.
We have been contacted by clients who are confused by the new District of Columbia 2013 Budget Support Act and its requirement that DC employers file an annual use tax return if they are not currently filing a sales tax return. This article is intended to answer some of the questions your organization might have about the DC use tax.
Like most people in our tech-inundated world, you might be a bit numb to seemingly daily reports that yet another organization has been hacked. But, as an executive or employee of a nonprofit organization or association, you may have taken notice and some comfort in the fact that the lion’s share of those attacks appear to have been perpetrated on for-profit businesses and government agencies, like Sony, Citibank, Lockheed Martin, ADP, the FBI and the CIA.
Are Associations and Nonprofit Organizations the Next Big Target for Cyber Attacks?
DC Employers Subject To New Use Tax Filing Requirement
New Federal Guidance on Use of Criminal History in Hiring Decisions
Association Social Media -- Is Permission Required To Post User Content
As user-generated content becomes a growing source of information on the Internet, associations should be mindful of the potential legal problems that relate to using user-generated content. For example, if John Smith posts comments on an association’s website or social media page, can an association use John Smith’s comments in the association’s newsletter without contacting John Smith for permission?
“Intellectual property (IP), in the form of copyrights, trademarks, lists of members, attendees, exhibitors, and others are often an association’s most valuable property. And in this modern internet era, everything is electronic, so understanding and implementing the rules, best practices, and protections for IP of nonprofit organizations and associations is critical. We thought it was timely to help associations protect their IP by giving them a clear, concrete reference book to turn to,” says the co-author of the just published Intellectual Property for Nonprofit Organizations and Associations, Jefferson Glassie.
Jeff and his co-authors Eileen Johnson and Dana Lynch are attorneys with the boutique law firm, Whiteford, Taylor, and Preston, in Washington, DC.
Interns In The Nonprofit World
The New Generic Top-Level Domain Names: What Trademark Owners Should Do To Prepare
The new guidance from the Equal Employment Opportunity Commission, the first update on the issue in more than 20 years, clarifies when and how an employer may consider job candidates' past arrest and conviction records without violating federal discrimination law.
What’s the difference between a volunteer who delivers Meals on Wheels and wouldn’t dream of getting paid, as opposed to an intern who might in fact be deemed an employee and have to be paid? It’s not easy to tell.
Many nonprofit Section 501(c)(6) organizations set up separate foundations to carry on certain charitable or educational activities for the parent organization. We have helped many nonprofit organizations set up subsidiary foundations--this is very common and can enhance the activities and fundraising options for the parent organization. Provided below is background information on setting up a foundation.
Is Your Publication's Ad Revenue Taxable?
Establishing and Association Foundation
Publications that generate "circulation income," such as subscription payments, and net income from advertisements can be an important source of revenue for a tax-exempt organization. Revenues from circulation income generally are not subject to federal income tax, but net advertising income generally is taxable as unrelated business income.
Many association executives have asked questions about the proper scope and content of board meetings. It’s important to keep minutes in accordance with legal and organizational governance best practices. Here are some thoughts about keeping board meeting minutes.
Board Meeting Minutes -- Best Not To Get Too Wordy!
Recent Court Decision Finds that Directors of a Maryland Corporation can be Sued in Maryland, with no other Connections to the State
A recent case may cause people to think twice before agreeing to serve on the board of a Maryland corporation.
Nonprofit organizations and associations may be feeling a little more loved by the custodians of their retirement plan assets and third party administrators lately, if “love” means how many communications you’re getting about the upcoming deadline for fee and investment disclosures.
Retirement Plan Disclosure Deadline Looms
Fourth Circuit Holds That Internal FLSA Complaint Can Support Retaliation Claim
As computer technology continues to make rapid advances, the issue of what constitutes an appropriate accommodation for test-takers under Title III of the ADA is being re-examined by the courts. Specifically, in the case of Enyart v. National Conference of Bar Examiners, Inc., the U.S. Court of Appeals for the Ninth Circuit ruled that accommodations should be evaluated under a “best ensure” standard, rather than a reasonable/effective standard.
In Girl Scouts of Manitou Council, Inc. v. Girl Scouts of the United States of America, Inc., 646 F.3d 983 (7th Cir. 2011), the U.S. Court of Appeals for Illinois, Indiana and Wisconsin held that the national Girl Scouts organization, a nonprofit incorporated by an Act of Congress, violated the Wisconsin Fair Dealership Law by dissolving a local Wisconsin chapter of the national organization “without good cause.” The 2011 decision is notable both because of its author, the extremely well-known, respected and conservative Judge Richard Posner, and because of the language used by the Court in rejecting the Girl Scouts of the United States’ arguments for immunity based on its nonprofit mission. This article is designed to help the leaders of nonprofit organizations and associations identify ways to mitigate risks posed by this decision.
Could Your Association’s Chapter Program Be Considered a Franchise System?
As Technology Advances, Testing Accommodations Under the ADA Must Keep Pace
District of Columbia Two-Year Report Filing Deadline: April 2nd
Copyright Law and Your Association
Construction Renovation Contracts 101: Six Key Considerations for Proactive Nonprofit Organizations and Associations
One of the challenges that nonprofit organizations and associations periodically must address is renovation contracts for either owner-occupied or leased space. It is a fact of life that any organization must periodically perform small and large construction renovations -- everything from building or office cosmetic work to garage resurfacing, from window and roof replacements to new HVAC system installations. Before signing a construction renovation contract, nonprofit managers and association executives should understand the potential risks and be prepared to minimize them.&nb
Are Your Employees Misclassified?
WTP Welcomes Jeff & Eric Altman
The IRS recently announced that its modernized e-file system will not be available from January 1, 2012 through February 29, 2012 for electronic filing of Forms 990, 990-EZ, 990-PF and 1120-POL information returns. The system will not be available during this time period so that certain changes can be made to IRS systems for the 2011 tax year. However, the 990-N e-postcard filing system will not be affected by this temporary suspension.
The Importance of Legal Audits
Tips on Investigation Discrimination and Harassment Complaints -- What Every Association Should Know
Legal audits provide a good opportunity for nonprofit organizations and associations to prevent unexpected liability by addressing and resolving problematic issues before they escalate. Risks of liability are a serious concern for nonprofit organizations and associations. A legal audit is particularly important if the association or nonprofit organization has recently undergone a change in management, so that preexisting problems are not attributed to the new leadership.
What is the work-for-hire doctrine, and how does it apply to associations?
The work-for-hire doctrine is a statutory provision under the Federal Copyright Act that acts to transfer copyright ownership in certain cases. However, the doctrine is often misunderstood.
When working with a consultant, always hope and plan for the best but prepare for the worst by drafting a solid consulting contract. A good contract will clearly set forth the expectations of each party, milestones, payments and expenses, and other significant terms. The following do’s and don’ts for drafting consulting contracts will improve the likelihood that you will have a good working relationship with your consultant and that the results of the collaboration will meet your association’s needs.
What Associations and Nonprofit Organizations Need to Know about the New DC Nonprofit Corporation Act
Nonprofit corporations incorporated in or registered to do business in the District of Columbia will have a new law to contend with starting on January 1, 2012. Although the new nonprofit law offers some benefits, it is more verbose, more complicated, and less user-friendly than the current law.
Legal Issues Arising from Nonprofit Organizations' Use of Social Media -- Part Two
Voluntary Worker Classification Settlement Program Implemented by the IRS
How Trademark Owners Can Prevent Their Marks From Becoming .XXX Domain Names
Employers can save money on past payroll taxes and “get right” with the IRS under new program.
The Internal Revenue Service has implemented a new program that will allow employers, including tax-exempt organizations, to resolve past worker classification issues by voluntarily reclassifying workers as employees. The IRS’s Voluntary Classification Settlement Program is primarily intended to increase tax compliance, but the Program will also have the effect of minimizing the reporting and financial burden on employers, as well as providing certainty for employers, workers, and the government regarding worker classification. The Program will allow employers the opportunity to come into compliance by making a payment covering past payroll tax obligations.
U.S. Embargoes Can Impact Certification Programs
Legal Issues Arising from Nonprofit Organizations' Use of Social Media: A two-part article
There is no denying that social media’s importance to organizations, including nonprofit organizations and associations, is growing exponentially. Blogs, Listservs, YouTube.com, and social networks like Twitter and Facebook offer nonprofits a range of benefits, enabling them to market themselves in new ways, disseminate their messages and missions, educate users, connect with other nonprofits, recruit volunteers, solicit donations, and increase audience interaction. These benefits, however, come with certain risks.
The United States imposes embargoes against several countries, including most prominently Cuba, Iran, Sudan, and Burma. These sanctions programs, administered by the Office of Foreign Assets Control (OFAC), are very broad and essentially prohibit any business dealings by U.S. persons and organizations with those countries, though the Cuban sanctions are the most restrictive. There is, however, a general exception under the law for transmission of information, which applies to many nonprofit organization and association activities.
What Your Association Needs To Know About Job Boards
Organization Failed to Qualify as a Public Charity because its Supported Organizations were not Easily Identifiable
Animal-Rescue Group Volunteer Allowed to Take Charitable Deduction
D.C.’s federal appellate court recently affirmed a trial court’s decision that a Section 501(c)(3) Maryland nonstock corporation did not qualify as a public charity under Section 509(a)(3) of the Internal Revenue Code because the foundation’s “supported organizations” were not identified sufficiently.
Jeff Glassie Joins WTP
State Franchise Law Applied to Girl Scouts Raises Issues of Applicability to Other Nonprofits
Megan Spratt & Eric Nastasi Join WTP
My association is considering launching a job board. What potential legal issues should I be concerned about?
IRS Proposes Regs on Disclosure of Exempt Organization Information to State Officials
The Golden Rules for Committees
IRS Work Plan for 2011
IRS Filing Threshold Change
Per Diem Rate Changes for Business Travel
Social Media in the Workplace: Part 2
Enforcing Board Member Responsibilities
Attention Employers with DC Employees: Final Regulations for Accrued Sick and Safe Leave Act Issued
Social Media in the Workplace: Part 1
IRS Releases Revised Publications on Charitable Contributions and Gaming Activities
Small Business Health Care Tax Credit Form Released by the IRS
Small Tax-Exempt Organizations: Don't Lose Your Exempt Status
Corral Your Contracts
Small Business Health Care Tax Credit Available to Tax-Exempt Organizations
The Price of Getting Personal
Virginia Legislative Wrap Up
COBRA Health Continuation Coverage Under the Economic Stimulus Act
Do You Have Time For Twice As Much Work?
Schaefer, Benson and Schaefer Join WTP
Which Form 990 Should My Organization File?
Think Before You Type
Is a Merger a Good Idea for Our Association?
Retirement Plans 2009 -- Are You Ready For Compliance?
Federal Funding Guidelines for Non-Profit Organizations
Does Your Organization Need A Compensation Committee?
Pension Protection Act Revisions
Beware of Cybersquatting and Other Domain Name Abuse
Payout Of Accrued But Unused Leave At Termination: The Rules Change -- Yet Again!
Charitable Immunity in Virginia
Update on the Revised Form 990
Political Activities by Tax-Exempt Organizations
Updates from the IRS and Capitol Hill
10 Lobbying Do's for Nonprofit Organizations and Staff
IRA Charitable Giving Conundrum
Eileen Morgan Johnson Named to ASAE Council
Attorney Spotlight: Kevin Kernan
IRS on Governance
Protecting Volunteers From Liability in Maryland
Board Evaluation of the Chief Executive Officer
Virginia Sales Tax Law Change, Effective July 1, 2007
Using Your 990 as a Marketing Tool
Negotiating Contracts: From Cleaning Crews to Fundraisers
This resource is provided for informational and reference purposes only and should not be construed as legal advice. Specific legal questions regarding this information should be addressed by your organization’s legal counsel.
Although a compensation committee or the executive committee may be delegated the authority to set the CEO's compensation, the entire board should be involved in the CEO's annual review. A consultant can be helpful in determining what questions to ask and in gathering the responses and facilitating communication between the board and the CEO.
This tool can be used to assess current strengths and weaknesses of an existing board or used to evaluate a pool of potential board candidates. With some modification, it can also be used as a tool to track the experience and diversity of existing board members on an individual basis.
This checklist is designed to assist boards in reviewing their activities to ensure that they are focusing on governance and not management.
This resource is provided for informational and reference purposes only and should not be construed as legal advice. Specific legal questions regarding this information should be addressed by your organization's legal counsel.
This resource is provided for informational and reference purposes only and should not be construed as legal advice. Specific legal questions regarding this information should be addressed by your organization's legal counsel.
This resource is provided for informational and reference purposes only and should not be construed as legal advice. Specific legal questions regarding this information should be addressed by your organization's legal counsel.
Often board members find themselves on a nonprofit board of directors with no guidance as to what their role is or the organization's expectations of them. This "job description" is actually advice for new board members of nonprofit organizations. Following this advice can lead to a more successful board, a more successful organization and a more enjoyable experience for the new board member.
What Does the Legislative Horizon Hold for Tax-Exempt Entities?
Executive Compensation Avoiding Excise Taxes on Deferred Compensation
Charitable Organization Reform Legislation Becomes Law
Fax Advertising and Nonprofit Organizations
Fundraising Regulations in the 21st Century
IRS Issues New Guidance on Political Activities
Are Charitable Giving Tax Incentives and Reforms a Possibility This Year?
Charitable Organization Reform Initiatives
Hotel Contracts What to Watch for When Planning a Conference
What Does the Legislative Horizon Hold for Tax-Exempt Entities?
Executive Compensation: Avoiding Excise Taxes on Deferred Compensation
Whiteford Taylor & Preston LLP announced today that Kellie L. Newton has joined the firm as a Partner in its Washington, D.C., office. An accomplished corporate attorney, Ms. Newton has a sophisticated practice representing nonprofit organizations and privately held companies.
“We are delighted to welcome Kellie to the firm,” said Managing Partner Martin Fletcher. “Her reputation as general counsel and trusted business advisor to both nonprofits and private companies adds significantly to our growing presence in DC.”
Whiteford, Taylor & Preston LLP announced today that Erika E. Cole, a preeminent non-profit organization attorney with a significant reputation among churches and faith-based organizations, has joined the firm as a Partner as of July 1, 2017. Mrs. Cole is one of only a handful of attorneys in the U.S. practicing exclusively in the area of church law. Over the course of the past 12 years, she has built a national reputation as The Church Attorney®.
Whiteford, Taylor & Preston is pleased to announce that 41 of its attorneys are listed among the 2017 Super Lawyers and Rising Stars in Maryland and Kentucky joining the sixteen who were listed earlier this year in Delaware, D.C., Pennsylvania and Virginia.
The 2017 edition of U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded Whiteford, Taylor & Preston LLP exemplary ratings in its seventh annual rankings of law firms.
Twenty of the firm’s practices were ranked at the national level, as well as thirty-seven in Maryland, ten in Washington, D.C., and two in Roanoke, VA.
ASAE has announced that Eileen Morgan Johnson, Partner at Whiteford, Taylor & Preston LLP has earned the Certified Association Executive (CAE®) designation. The CAE is the highest professional credential in the association industry.
On October 29, Jeff Glassie received the 2015 volunteer service award from the Institute for Credentialing Excellence (ICE) at its annual educational conference in Portland, Oregon. The award is given annually to an individual who has displayed exemplary service and commitment to the organization, who has been instrumental in facilitating the achievement of the organization’s goals, and who has demonstrated a history of volunteer service in ICE.
Fifty-nine lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2016 (copyright 2015 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Maryland, Washington and Virginia offices.
Whiteford, Taylor & Preston is pleased to announce that Dorothy Deng and Megan Spratt were awarded certificates in recognition and completion of the ASAE University Certificate Program in Association Management.
Whiteford Taylor & Preston LLP is very gratified to announce that the firm has once again received exemplary ratings in the fifth annual U.S. News & World Report rankings of law firms.
The ASAE Foundation is collaborating with Green Seal and Whiteford, Taylor & Preston LLP to pilot an innovative Association Office Greening Program that will award up to 15 grants for workplace sustainability reviews. Applications are due August 15. The program is spearheaded and funded by a $25,000 grant from the law firm Whiteford, Taylor & Preston LLP.
Whiteford Taylor & Preston is delighted to announce that Jefferson Glassie, co-chair of the firm’s Nonprofit Organizations & Associations practice, has been named an ASAE Fellow, one of only 250 in the nation. This recognition is bestowed on leaders in the field, in light of their “innovation, leadership and commitment to the profession,” and is indeed a signal honor.
Whiteford, Taylor & Preston lawyers have written a new book titled Intellectual Property for Nonprofit Organizations and Associations, which is now the definitive publication in the field.
Jeff Glassie, Eileen Morgan Johnson, and Dana Lynch, partners with WTP, are co-editors of the new book, published by the American Society of Association Executives and released at the ASAE convention in Dallas, August 11-15, 2012.
Whiteford Taylor & Preston LLP is very gratified to announce that the firm has received exemplary ratings in the second annual U.S. News & World Report rankings of law firms. In Maryland, WTP was rated highly in 34 practice areas, more than any other firm in the state.
Whiteford Taylor & Preston announced today that Jeffrey P. Altman and Eric M. Altman have joined the firm’s Nonprofit Organizations and Associations group in the Washington, D.C., office.
Jeffrey Altman, who joins from McKenna Long & Aldridge, commented, “It is great to be able to join Whiteford's nonprofit organizations and associations group, which is really one of the preeminent practices anywhere. They are a great bunch of attorneys, with tons of nonprofit and association experience, and we look forward to being part of the team.”
Whiteford, Taylor & Preston is delighted to announce that Jefferson C. Glassie has joined the firm’s Nonprofit Organizations Group as a partner. He is based in the firm’s Washington office and will Co-Chair the firm’s nonprofit practice. Accompanying him in his move to the firm is an associate, Megan Spratt.
Whiteford, Taylor & Preston LLP (WTP) is delighted to announce the hiring of attorneys from O’Brien, Butler, McConihe & Schaefer, PLLC for its Nonprofits Organizations Group in D.C. – Jerome C. Schaefer, Steven P. Benson, and Stephen M. Schaefer.
Whiteford, Taylor & Preston LLP (WTP) has expanded its Falls Church office - by increasing the number of attorneys and enlarging its office space. Glenn R. Bonard, Eileen Morgan Johnson, Thomas Mugavero, Christy Richardson, and Andrew J. Terrell have joined Raymond J. Diaz, Michael Gartner, Christopher A. Jones, Katherine McCarthy, Edward J. O'Connell, and Eric A. Vendt in WTP's offices at 3190 Fairview Park Drive, Suite 300, Falls Church, VA 22042.
Whiteford, Taylor & Preston (WTP) is pleased to announce that Eileen Morgan Johnson has joined the firm as Counsel in the Nonprofit Organizations Group. Ms. Johnson will be based in the D.C. office.