Approach
Non-profit organizations are subject to many of the same legal constraints as their for-profit counterparts. But non-profits also face a wide range of business and legal issues unique to the non-profit universe, from tax exemption to fundraising rules. Your Firm's attorneys have long focused on the special legal needs of non-profit organizations.
Attorneys
Several decades of experience in representing all sizes and types of non-profits provide our attorneys a thorough understanding of the unique legal opportunities and problems faced by non-profit organizations and the practical solutions that are available to them. We draw from many practice areas within the firm to meet the complete legal needs of our clients.
Clients
Our clients include large organizations with national and international memberships; trade and professional organizations of all sizes; colleges and universities; and charitable, educational, scientific, human services, health care, and cultural institutions and organizations.
Practice
We help clients anticipate, understand and solve problems in all areas of structuring and operation. We regularly counsel and represent non-profits in the following areas:
- Organization, including selection of type of legal entity, and structuring of holding companies, for-profit subsidiaries, tax-exempt foundations, public/private partnerships and other types of collaborative relationships
Example: A non-profit nursing home corporation's existing corporate structure and financing arrangements prohibited the corporation from obtaining a desperately needed line of credit. We worked with the corporation's board and management to develop a new corporate structure, which allowed the corporation to preserve its operations while obtaining the line of credit.
- Governance, including articles of incorporation and bylaws, corporate record keeping, strategic planning issues, director and officer roles, responsibilities and liability, as well as conflicts of interest
Example: Illinois recently amended the General Not-for-Profit Corporation Act to provide for greater use of electronic communications. We have worked with many of our non-profit corporation clients to implement the necessary changes to their governance documents to take full advantage of theses amendments.
Example: The enactment of the federal Sarbanes-Oxley legislation, although not legally binding upon non-profit organizations, has prompted non-profit organizations to re-examine their governance structures to evaluate whether they result in the degree of corporate integrity demanded by regulators and the general public. We have assisted many non-profit organizations in scrutinizing their board composition, committee structures, compensation processes, and reporting mechanisms in this regard.
- Tax, including obtaining and maintaining tax-exempt status, UBIT, lobbying and campaign activity, compensation of directors and officers, joint ventures with for-profit organizations, intermediate sanctions, private foundation classification and applicable operating requirements and disclosure of tax and information returns
Example: A trade association came to us after receiving an IRS assessment of unrelated business income tax in connection with the sale of software for its members' use. We worked with the association to resolve the IRS assessment and develop a plan to avoid similar problems in the future, including the creation of a for-profit subsidiary and a tax-exempt educational subsidiary to protect the integrity and tax treatment of their separate activities.
- Antitrust, including concerted action, standard setting and certification, and other competitive activities
- Fundraising and development, including fund solicitation, charitable registration under state law, endowments, bonding, deferred giving and estate planning
- Labor and human relations, including executive compensation, tax and ERISA issues relating to both employee and membership provided benefits, staff and employee contracts, workplace safety and accommodation requirements under OSHA and ADA, and employment issues such as harassment, discrimination, discipline and termination
- Governmental relations, including participation in lobbying and rulemaking and interface with regulatory agencies in connection with compliance, grants and funding, informal participation in public policy development, public/private partnerships and privatization; also includes federal limitations on legislative and political activities, where applicable
- Real estate and environmental issues, including site selection, acquisition, zoning, development, environmental and tax assessment, construction, financing, leasing and sale of commercial property
- Intellectual property, including the protection of patents, trademarks, trade names and copyrights