The work done by non-profits and charitable organizations is a vital part of every community. These organizations face unique challenges as they are formed and throughout their operation.
The firm helps in the formation of such organizations as non-profit corporations, associations, foundations, trusts, or cooperatives, depending upon the specific objectives of the organizers. This work includes a wide range of legal issues impacting the purpose of the organization, its management, and its boards of directors.
The firm assists clients in the creation/formation of 501(c)(3) organizations and with navigating various legal issues including by-law amendments, board of director disputes, HR/employment issues, real estate issues, tax exemption protections, and litigation. The firm’s clients in this non-profit sector vary in purpose and size, including economic development organizations, colleges and universities, long-term care and assisted living facilities, charitable trusts, community service organizations, civic leagues, veterans’ associations, professional associations, trade organizations, churches, educational entities, and other charitable organizations.
Services for Non-Profit/Tax-Exempt/Charitable Organizations
- Corporate Compliance: Maintain corporate records; draft/amend bylaws; documentation of corporate meetings.
- Tax Status Issues: Monitor activities to ensure compliance with required tax exempt purposes.
- Contributions: Provide proper documentation for acknowledgment of donor contributions.
- Scholarship Programs: Provide guidance on establishing and maintaining a scholarship program.
- Investment Compliance: Provide guidance to board on compliance with investment management issues.
- Meetings: If entity is a corporation, attend corporate or trustee meetings in an advisory capacity.
- Trust Maintenance: If entity is a trust, provide guidance on trust maintenance.
- Reporting Requirements: Work with the organization’s accountant in completing annual filing requirements (IRS Form 990) and advance ruling period final reporting.
- Accounting Issues: Work with organization’s accountant regarding financial reporting.
- State Requirements: Provide guidance on state requirements for reporting fundraising activities.
- Private Inurement/Intermediate Sanctions: Provide guidance on avoidance of private inurement which could jeopardize tax-exempt status. Provide guidance on intermediate sanctions, if applicable.
- Federal Tax-Exempt Status: Complete filings for exemption from various state taxes (such as sales tax and real estate tax).
- State Tax-Exempt Status: Complete filings for exemption from various state taxes (such as sales tax and real estate tax).
- Donor Estate Planning: Provide guidance and documentation for charitable bequests (including charitable remainder trusts and charitable lead trusts).
- Financing Transactions: Serve as bond issuers’ and borrowers’ counsel in tax-exempt financing transactions.
- Business Concerns: Provide guidance encountered by other business organizations including contracts, leases, employment and labor issues, and zoning and land use.
- Event Release Forms: Draft release forms to be signed by participants in events; general counsel on liability issues.
- Attorney General & Audit Concerns: Assist in responding to inquiries and audit.
Non-Profit Representative Experience
- Represented a large regional non-profit in securing $2.75M financing, title search, and insurance for the construction of new retail space.
- Successfully resolved board dispute through litigation regarding a contested election.
- Represented regional non-profit organization in its disposition and sale of obsolete facilities.
- Represented a prominent non-profit corporation in its expansion of its operation in downtown Pittsburgh; this included consolidating two separate business operations into a single location and obtaining permits to comply with the City Zoning Ordinance.
- Formation of several non-profit charitable organizations; this includes preparation of formation documents, preparing bylaws, licensing agreements, and state nonprofit tax eligibility filings.
- Successfully defended a local non-profit organization before the PA Supreme Court, in an appeal involving disclosure demands for years’ worth of attorney-client privileged communications in connection with derivative litigation.
- Conducted internal investigations for non-profit and for corporate entities involving employee misconduct.
- Advised private for-profit and not-for-profit entities on corporate governance matters, including the role and responsibilities of directors & officers.
- Advised nonprofit and charitable organizations in applying for and maintaining tax-exempt status.
- Counseled numerous non-profit entities in structuring, interpreting and adhering to their endowment restrictions, establishing and monitoring investment parameters, unitrust conversions, and cy pres matters.