The attorneys in our Associations, Nonprofits and Political Organizations 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:
Charitable Solicitation and Fundraising: Including all aspects of raising revenues – e.g., planned giving, corporate and institutional giving, donor clubs, special events, licensing, paid advertising, direct mail, on-line giving and workplace giving programs – as well as meeting state and local charitable solicitation registration and reporting requirements.
Entity Formation: Including drafting documents necessary to form nonprofit organizations under state law, requesting recognition of federal tax-exempt status, determination of public charity or private foundation status and qualification for exemption from various state taxes and state charitable solicitation registrations.
Governance / Fiduciary Duties: Including the role of members, boards of directors, committees, officers, managers, employees and agents; legislative reform proposals and suggested “best practices” guidelines; fiduciary responsibilities and issues related to indemnification and insurance coverage; and development of effective bylaws and policies.
Joint Ventures and Subsidiaries: Including joint venture and entrepreneurial opportunities, and creation of related and affiliated tax-exempt entity structures.
Labor and Employment Matters: Including personnel policies, employee benefit plans, employment contracts and separation agreements, as well as representing clients on EEOC and similar discrimination matters and in Workers' Compensation, unemployment, and immigration proceedings.
Lobbying, Campaign Finance and Government Ethics Compliance: Advising on, among other things, federal and state laws and regulations, 501(h) elections, registration and reporting obligations, representation before federal and state regulators, and allocation of lobbying expenses between related organizations.
Membership Programs: Including the tax consequences of providing benefits to members and on issues related to membership publications, special events and convention planning, and licensing trademarks for membership identification programs.
Corporate Finance and Transactions: Including a comprehensive range of commercial, financial and transactional issues, such as formation, capital raising, mergers and acquisitions, recapitalizations and reorganizations, corporate succession planning and liquidity events.
Tax-Exempt Status Recognition: Including obtaining and maintaining recognition of tax-exempt status at the federal and state levels, as well as representation of nonprofit organizations before the Internal Revenue Service, state taxing authorities and other governmental agencies.
Unrelated Business Income Analysis: Including matters connected with the unrelated business income tax, such as in connection with real estate transactions, fundraising efforts, website activities and social entrepreneurship efforts.
We serve a wide array of nonprofits and associations on a local, regional, national and international basis, including:
Assisted living and skilled nursing providers
Certification, accreditation and credentialing organizations
Charitable organizations
Continuing care retirement communities
Foundations (community and private)
Educational, scientific, training and research organizations
Assisted various nonprofit and political organizations with Political Law compliance issues, including lobbying registration and disclosure; government ethics; and campaign finance issues, as well as satisfying IRS requirements
Assisted national chemical trade association with legal compliance, administration and claims management for Federal Risk Retention Group (Vermont captive insurance company) established to insure product liability exposures of member companies. Also provided risk management and other advice designed to reduce exposure and minimize claims
Successfully concluded IRS audit of prominent Section 501(c)(4) welfare league that involved excess compensation charge against CEO. As part of the defense, a bipartisan coalition of nonprofit groups and their counsel was organized to implement a broadly based media and Congressional response in order to defeat an effort by the IRS to impose gift taxes on contributors
Assisted cancer physicians at national medical center to establish Section 501(c)(3) public charity to provide support for cancer patients and their families
Assisted several nonprofit organizations in incorporating and successfully applying for recognition of tax exempt status, some as public charities and others as private foundations or professional or trade associations
Assisted a nonprofit organization in a multimedia marketing promotion with a major soft drink company to publicize the annual worldwide volunteer activity day for the organization
Assisted a nonprofit organization with an automotive manufacturer's national sponsorship marketing campaign
Assisted a system of continuing care retirement communities obtain a private letter ruling from the IRS confirming the structure of the system and transactions between members of the system did not result in taxable income or loss of tax-exempt status
Assisted a nonprofit organization in identifying missing employment tax returns and completing and filing the returns
Assisted a nonprofit organization with a well-known alcoholic beverage distributor's national sponsorship marketing campaign focused on raising donations and recruiting volunteers
Domestication of a nonprofit corporation from DC to Virginia, under a statute that took effect on January 1, 2012
Assisted association of specialty nurses establish ownership rights of professional guidelines
Assisted in major litigation involving several financial service association clients in cyber security matter
Assisted several membership associations with state local and regional chapter issues, including development of affiliate agreements, restructuring of chapter organization, and management of intellectual property issues
Conducted in depth legal audit of financial services association
Established and obtained tax exempt status for charitable organization dedicated to patient advocacy
Handled trademark registrations and disputes for numerous nonprofit organizations and associations in the United States and overseas
Helped association that was not incorporated get incorporated and obtain tax exempt status, and also establish professional certification program
Helped local fire department establish charitable foundation to raise much needed funds for life saving operations
Helped several US associations establish/restructure/analyze legal aspects of overseas offices, including Japan, India, and Switzerland
Provided antitrust advice in connection with code of ethics of certification board
Reviewed and revised disciplinary procedures for several organizations, including a national trade association and a global certification program
Prepared amicus brief for medical association in state litigation
Assisted major association of financial institutions with structure for establishing top level domain program
Represented an institution of higher education in the formation and application for recognition of tax-exempt status of an affiliated nonprofit organization that will purse grants and support the promotion and delivery of research and educational programs outside of the United States
Act as outside general counsel for numerous groups of affiliated nonprofit organizations and associations, and in that role provide legal advice on a broad range of issues, including governance and policy matters, taxes and tax-exemptions, fundraising, fiduciary responsibilities of directors and officers, governmental inquiries and investigations, licensing and regulatory matters, joint ventures and alliances, sale and purchase transactions, contracts and agreements, intellectual property, labor and employment, and litigation
Successfully represented several nonprofit organizations in IRS examinations of their Forms 990 and tax-exempt status. Assessment of taxes or penalties was ultimately avoided, and tax-exempt status was maintained
Managed trademark registration process for organization's marks in China. Advised client on issues associated with Chinese company utilizing the organization's name
Advised a U.S. non-profit on intellectual property issues in connection with projects implemented in Chad and elsewhere which are funded through U.S. Agency for International Development (USAID) and other grants
Assisted nonprofit certification organization in merger with another nonprofit certification organization
Provided advice to numerous organizations on code of ethics and disciplinary proceedings, including preparation of documentation and attendance at hearings
Represented a nonprofit healthcare institution in the formation of, and application for recognition of tax-exempt status for, affiliated nonprofit organizations that will support the institution's mission by delivering administrative services and holding property for the benefit of the institution
Represented and counseled several nonprofit organizations in considering and consummating merger and affiliation transactions with other nonprofits
Represented a nonprofit supporting organization and its affiliated supported organization in obtaining favorable rulings from the IRS regarding recognition of exempt status, public charity classification, and unrelated business income matters
Updating your association's governance involves modernizing governing documents, clarifying roles and streamlining decision-making. The process should be seen as continuous improvement, starting with diagnostics and stakeholder input. Design a governance update process with a task force and legal counsel, focusing on bylaws, board composition and committee structure. Ensure legal compliance and plan for potential hurdles. Success is measured by improved decision-making and member satisfaction.
Modernize governance as a continuous improvement project.
Conduct diagnostics and gather all governing documents.
Seek stakeholder input and benchmark against peers.
Design a governance update process with a task force and a clear objective.
Modernize bylaws to right size the board and enable digital governance.
Focus on board composition with a competency-based approach.
Reset committees to align with strategic needs.
Ensure legal compliance with corporate and tax laws.
Plan for hurdles like member pushback and quorum failures.
Measure success through improved decision-making and member satisfaction.
In the midst of nonprofits’ discovery of GoFundMe’s creation of donation pages for approximately 1.4 million nonprofit organizations without their consent or knowledge (see previous Client Alert), another online fundraising platform for nonprofits has come under scrutiny.
With October being Breast Cancer Awareness month, now is a timely opportunity to review a recent Federal Trade Commission (“FTC”) and state enforcement action. Although the action involved a breast cancer charity fundraiser, it serves as a cautionary tale for all charities, nonprofits, and their professional fundraisers.
Nonprofits are experiencing funding challenges and scrambling to fund their missions. While termination of nonprofits’ federal funding has garnered a lot of attention recently, yet another funding challenge arose this week. Charities participating in the Combined Federal Campaign (“CFC”) now face a new funding shutoff created by the Trump Administration’s pause of the annual charitable fundraising program.
Florida’s recent amendments to its Charitable Solicitation Act are getting a lot of attention – and for good reason – charitable fundraising just got even harder. But Florida’s efforts to combat foreign influence should attract the nonprofit sector’s attention for another reason. Florida’s unique approach may be a sign of what is to come as state efforts to regulate foreign influence of nonprofits ramp up, creating a national minefield.
As a result of the Superior Court of the District of Columbia’s (Tax Division) recent ruling that a District of Columbia law unconstitutionally denied out-of-state charities a hotel and sales tax exemption, eligible nonprofit organizations are entitled to obtain a refund of the sales and hotel taxes paid for meetings or events held in DC since December 12, 2016, plus interest. With hotel and sales tax rates currently at 14.95% and 6% respectively, the amount of a refund could be significant. However, the deadline to submit a claim to obtain a refund of taxes paid is June 6, 2025.
On her first day in office, Attorney General Pam Bondi announced several changes to the standards governing the exercise of prosecutorial discretion, charging decisions, plea negotiations and sentencing recommendations.
On February 17, 2025, the U.S. District Court for the Eastern District of Texas lifted the last remaining nationwide injunction against enforcement of the Corporate Transparency Act (CTA) previously issued in Smith v. US Dep’t of the Treasury, clearing the way for the law’s implementation. This marks a significant development following the U.S. Supreme Court’s January 23, 2025, order in McHenry v. Texas Top Cop Shop, Inc., which lifted a separate nationwide injunction issued by another Texas federal district court. However, due to delays in the Justice Department’s motion in Smith, the CTA’s implementation remained blocked nationwide until now.
On January 20 and 21, 2025, President Trump issued several executive orders (“EOs” that significantly impact diversity, equity, inclusion, and accessibility (“DEI” and “DEIA”) programs and initiatives. These executive orders represent a significant shift in federal policy regarding DEI programs. While many of these executive orders are directed at the Federal government workforce, this client alert focuses on two executive orders that have direct implications for the private sector, including nonprofits and associations: "Ending Illegal Discrimination and Restoring Merit-Based Opportunity" and "Defending Women From Gender Ideology Extremism and Restoring Biological Truth to the Federal Government."
On December 23, 2024, the United States Court of Appeals for the Fifth Circuit granted the government’s emergency motion for a temporary stay of a district court’s order and nationwide injunction against the Corporate Transparency Act (CTA) and its corresponding Beneficial Ownership Information (BOI) Reporting Rule.
Following a Texas federal district court’s issuance of a nationwide injunction temporarily halting enforcement of the Corporate Transparency Act (“CTA”), the U.S. government has filed an appeal with the U.S. Court of Appeals for the Fifth Circuit, challenging the district court’s findings (found here). In response to both the national injunction and the appeal, the Financial Crimes Enforcement Network (“FinCEN”), the agency responsible for enforcing the CTA, issued guidance (found here) clarifying that reporting companies are not currently required to file beneficial ownership information (“BOI”) reports and will not face liability for noncompliance “while the preliminary injunction remains in effect.”
On December 3, 2024, the U.S. District Court for the Eastern District of Texas, Texas Top Cop Shop, Inc. v. Merrick Garland (Civil Action No. 4:24-CV-478), issued a memorandum opinion and order granting a nationwide preliminary injunction against the enforcement of the Corporate Transparency Act (“CTA”) and its implementing regulations and staying the compliance deadline for reporting companies pending further order of the court.
In 2021, Congress passed the Corporate Transparency Act (“CTA”), creating a beneficial ownership information reporting requirement for corporations. The CTA is largely intended to create more transparency around smaller private companies, which previously had fewer disclosure requirements than publicly traded companies. The CTA requires corporate entities to disclose all beneficial owners to the Financial Crimes Enforcement Network (“FinCEN”), a bureau within the Treasury Department. The CTA is in effect, despite ongoing litigation over the law.
Earlier this year, the U.S. Department of Labor (“DOL”) issued a final rule modifying the standard for determining whether employees qualify for several key exemptions to the overtime pay requirements set by the Fair Labor Standards Act (“FLSA”).
On March 1, 2024, the U.S. District Court for the Northern District of Alabama in National Small Business United et al. v. Janet Yellen et. al., Case No. 5:22-cv-1448-LCB, held the Corporate Transparency Act (the “CTA”) to be unconstitutional. In this surprising decision, U.S. District Court Judge Liles C. Burke ruled “The CTA is unconstitutional because it cannot be justified as exercise of Congress’ enumerated powers.”
The U.S. data privacy regulatory framework is complex and is becoming more so with each passing day. On July 18, 2023, Oregon became the eleventh state to enact comprehensive privacy legislation, joining five other states (Iowa, Indiana, Montana, Tennessee, and Texas) that have passed “comprehensive” privacy legislation this year.
On January 1, 2021, heightened entity and beneficial ownership reporting arrived in the United States with the enactment of the Corporate Transparency Act (the “CTA”), part of the National Defense Authorization Act for Fiscal Year 2021. The policy behind the CTA is to strengthen reporting and transparency as to who the beneficial economic owners are of business enterprises doing business in the United States. Prior to the passage of the CTA, the United States was viewed by some in the international marketplace as a tax haven for those looking to create shell companies to hide their assets through the formation of business entities in jurisdictions like Delaware or Florida, for instance.
Data breaches have become a commonplace occurrence. Nearly every business, including nonprofits , collects, stores and uses personal information (PI) that is valuable to bad actors. All organizations store and process PI about their employees. Many nonprofit organizations store and process PI about their donors and volunteers. Bad actors can cause financial harm to the individuals whose PI is stolen.
The Federal Election Commission has adjusted some of the individual and PAC contribution limits for the 2023-2024 election cycle.
The amount that individuals and non-multicandidate PACs can give to federal candidates has been increased by $400 to $3,300 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 now contribute a total of $6,600 to a federal candidate.
On January 9, the United States Supreme Court declined to hear an appeal claiming that Montgomery County illegally enforced a land use regulation that prevented a Christian group from constructing a 2000-seat religious facility in Burtonsville, Maryland. The case, Canaan Christian Church, et al. v. Montgomery County, Md, et al., was originally filed in the U.S. District Court for the District of Maryland in November 2016 by Canaan Christian Church and a group of four property owners who complained that the County refused to extend public sewer and water service to their properties, thus imposing an improper substantial burden on religious exercise under the Religious Land Use and Institutionalized Persons Act (known as “RLUIPA”).
The law provides professional and industry associations the ability to serve as a forum for cooperation among competitors where that cooperation benefits the public. But associations need to be very careful in structuring the form and nature of their cooperative efforts. Antitrust regulators and private plaintiffs have not hesitated to step in and challenge the actions of associations, when association activities are perceived as interfering with competition. The courts also have eroded some traditional immunities and protections against antitrust claims.
U.S. trade and professional organizations periodically encounter inquiries from foreign nationals looking for support for a visa application for the United States. The individual is invariably asking for the organization to provide them with a “recommendation” or “opinion” letter to support their O-1 visa application. The inquiry usually raises multiple questions for the organization -- Are we required to provide the letter? What happens if we say yes (or no) to the request? Will the immigration service investigate us if we provide the letter? - and so on. In other cases, the organization is looking more for guidance on how to set limits on such “recommendations,” given that most of the individuals who come to them are not members of the organization.
The Federal Election Commission’s “prior approval rule” limits an association’s ability to solicit contributions from employees of its corporate members. Associations seeking to grow their federal PACs need to understand which activities are covered by this rule, along with the steps they can take to mitigate risks.
A new Maryland law, which will go into effect on July 1, 2022, requires all organizations that pay lobbyists at least $500 in compensation to file reports on a semiannual basis disclosing contributions to candidates for Governor, Lt. Governor, Attorney General, Controller and Members of the General Assembly. Reports must be filed even if no political contributions are made during a six-month reporting period (November – April and May – October). As a result, many corporations and associations that employ or retain lobbyists will now have Maryland reporting obligations.
Many states prohibit lobbyists from receiving contingent fees, and those bans can be broader than they appear. Here’s a look at scenarios that could run afoul of state restrictions, as well as some precautions your association can take when hiring a lobbying firm.
The Offer of Employment letter serves many purposes. The letter must enhance the applicant’s interest in the opportunity and protect the employer against claims that it misrepresented the employment opportunity.
In addition to being great resources for individuals and organizations within a profession, job boards can also be a good source of non-dues revenue to the association. However, the IRS has re-affirmed non-dues revenue from a job board can be taxable as unrelated business income even if designated as a royalty.
Just when some groups are feeling it is reasonably safe and practical to resume in-person meetings, the arrival of the Delta, Omicron and other variants likely to follow has greatly complicated meeting safety and risk management challenges. Like the super spreader conferences that heralded the beginning of the pandemic in early 2020, last week there was widespread news that an attendee at a recent 3-day Anime convention in New York City tested positive for Omicron after returning home to Minnesota. As of December 3, about half of the man’s 35 friends he met up with at the conference have also tested positive for COVID (although it was not yet known if any had the Omicron variant). In addition to notification and contact tracing, state health officials have urged all 53,000 attendees to get tested, particularly those developing any symptoms. Although extreme, these actions set a high bar for what notice requirements might be expected for other groups in the future.
In Americans for Prosperity Foundation vs. Bonta, two tax-exempt charities recently prevailed in their decade long fight to protect the identities of their major donors from state disclosure requirements. At issue was the requirement for nonprofits who want to engage in fundraising to provide California with their confidential taxpayer versions of IRS Form 990, Schedule B, which include donor names that are not subject to public disclosure. Even though the state pledged confidentiality – a promise not always kept in the past – the United States Supreme Court concluded that this California requirement was unconstitutional.
The COVID-19 pandemic has wreaked havoc on many sectors of the US economy. The hospitality industry has been particularly hard hit, causing many hotels and other conference venues to seek bankruptcy protection. Such bankruptcy filings can create considerable problems for organizations with conferences and events scheduled at these venues, many of which must be booked and planned years in advance. Therefore, organizations often include “ipso facto” provisions in their event contracts entitling them to declare a default under the contract or to terminate the contract outright if the venue files a bankruptcy case.
The majority of nonprofit and association employers moved their employees from the office to working from home at the beginning of the pandemic. It was for safety purposes and only expected to last for a few months until things returned to normal. Now over a year later, many employees are still working from home. This has had unintended consequences for their employers. In addition to the different employment laws that come into play when employees move from their office in one state to their home office in another state, there are tax laws that can come into play when an employer has one or more employees working from a new state.
Dorothy Deng and Mark Franco share their personal stories as Asian-Pacific Americans living in the U.S., their perspective on diversity and inclusion, and some ideas about how to celebrate Asian American Pacific Islander (AAPI) Heritage Month.
Jeff Glassie of the Whiteford Associations, Nonprofits, and Political Organizations practice hosts an important zoomcast conversation with Susan Robertson, president and CEO of the American Society of Association Executives (ASAE), as an extension of the podcast series, "Associations Creating Community."
As the pandemic begins to wane, associations and their members are eager to get back to in-person conferences. But organizations should heed the lessons of 2020 as they look ahead to future venue contracts and other legal issues related to meetings and events.
In a PPP Frequently Asked Questions release, the SBA stated that for purposes of determining the eligibility of section 501(c)(6) organizations for First Draw and Second Draw PPP Loans, “lobbying activities” is defined by the Lobbying Disclosure Act, rather than the Internal Revenue Code.
Under the Economic Aid Act, trade associations, chambers of commerce and other 501(c)(6) organizations are now eligible to receive PPP loans provided that lobbying is not more than 15% of an applicant’s activities and the cost of its lobbying did not exceed $1 million in the most recent tax year prior to February 15, 2020.
Whiteford attorneys Razvan Miutescu and Kristen Bertch from our Intellectual Property and Technology group were interviewed by Dorothy Deng in this presentation. Over the past few years, the general public has grown to be much more aware about data privacy issues. With the EU General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and new U.S. privacy legislations being introduced to protect personal data, we discuss observations on business trends, privacy principles, legal compliance and more. The presenters also provide action items and practical suggestions to help businesses and nonprofit organizations navigate the evolving privacy law landscape.
On his first day in office, President Biden signed an Executive Order that imposes ethics obligations on appointees to his Administration. While the Order has some similarities with the ethics Executive Orders issued by Presidents Trump and Obama, there are several new provisions of importance to individuals that go to work for the new Administration as well as to organizations that interact with Biden Administration appointees.
This "Zoomcast" interview is an extension of the podcast series, “Associations Creating Community.” Sara Lake, Executive Director of the International Board of Lactation Consultant Examiners, and Bill Ellis, Executive Director of the Board of Pharmacy Specialties, were interviewed by Whiteford attorneys Jefferson Glassie and Mark Franco. Both organizations worked diligently during the pandemic to re-schedule exams, disseminate information about changes and provided helpful information to the certification communities, while remaining flexible and learning to plan on the fly. Sara felt that the pandemic has made the IBCLC credential more valuable, and Bill noted that maintaining the integrity of the credential became even more important. Bill and Sara also said that they emphasized thanking volunteers, candidates, and certificants for all they had done during the pandemic. Lastly, watch for a special guest appearance by Sara’s cat, Chloe!
The COVID-19 pandemic has upended the traditional workplace in significant ways and created countless concerns for commercial office tenants, including associations and other nonprofit organizations. This article will detail the extent to which tenants can address these concerns within the framework of existing lease terms and conditions, as well as possible solutions and strategies for dealing with property owners.
In the coming months, association leaders will need to evaluate a range of legal questions and practical concerns as they consider establishing a COVID-19 vaccination policy for their workplace and events. Here are some of the key issues that any association should consider before implementing a vaccine policy.
This "Zoomcast" interview is an extension of the podcast series, “Associations Creating Community,” with a focus on how associations based in the U.S. and Europe create community in China and the Asia Pacific Region. Steven Basart, Vice President at Kellen’s Beijing office, provided insights about the China market and strategic considerations for associations interested in exploring opportunities in China and the Asia Pacific Region. The conversation also covers practical suggestions about translation, global governance structure and the China Foreign NGO law.
COVID-19’s impact on the meetings held by organizations is unlike anything ever seen before. The significant risks to the health and safety of attendees have caused organizations to question whether meetings and events where people gather in person, a long-time pillar for nonprofit, tax exempt organizations, should take place.
Associations must understand certain key fundraising rules in order to grow the PAC and avoid common missteps. The following is a list of the top five compliance tips for association PACs this election year.
Whether your organization has applied for a loan under the Paycheck Protection Program (“PPP”) made available under the Coronavirus Aid, Relief, and Economic Securities Act (“CARES”) or not, you should be aware of tax relief that may be available to you. Tax relief may be available under CARES, The Families First Coronavirus Response Act (the "FFCRA"), and/or recent IRS pronouncements.
Spring and summer are the primary months for many associations to hold their annual meetings and special conferences. For many associations, this single event is their largest source of non-dues revenue. It can be a disaster if the event is curtailed or cancelled.
The Associations, Nonprofits and Political Organizations (ANPO) practice is pleased to announce podcast discussions providing timely tips and information about how associations can create community on a local and global level.
As the April 22 deadline approaches for submitting quarterly federal lobbying reports, organizations that employ or retain lobbyists must be aware of new registration and reporting obligations.
In 1996 the tax law was changed to provide an “intermediate sanction” for certain exempt organizations which engage in “excess benefit” transactions. Prior to that time, loss of exempt status was the only penalty the IRS could impose on organizations that were not operated exclusively for exempt purposes. The “intermediate sanction” created by Congress was a new tax, intended to be less severe than a revocation of exempt status.
It’s not if, but when: Events beyond your control will disrupt your meeting. To minimize your association’s risk, be sure your contracts and insurance are in order, and take practical steps to fend off preventable problems.
A good contract forms the basis for your collaboration with a consultant. Follow these do’s and don’ts to improve the likelihood of a good working relationship and results that meet your association’s needs.
The District of Columbia has established a new requirement for nonprofit organizations to renew their DC tax exemptions every five years. If you received an exemption in 2014 or an earlier year, you can expect to receive a renewal notice in 2019 if you have not received one already.
On November 23, 2018, the European Data Protection Board (the “EDPB”) published the Guidelines 3/2018 on the territorial scope of the GDPR (Article 3) (adopted on November 16), which are open to public comments until January 18, 2019. As the EDPB announced in its news release, the purpose of the Guidelines is to help provide a common interpretation of the territorial scope of the GDPR and clarify the GDPR’s application in various situations, in particular where the data controller or processor is established outside of the EU.
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.
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.
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.
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.
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.
On the campaign trail, now President Trump spoke of getting tough on immigration violators – both those unlawfully present in the U.S. and the employers who facilitate their presence here by hiring undocumented workers. Many articles followed as to precisely what this get tough attitude would mean with respect to worksite enforcement, including I-9 compliance, as well as to those employers who currently employ work authorized aliens in lawful status.
"One has a moral responsibility to disobey unjust laws,” Martin Luther King Jr. once said. But what if there are two laws – one federal, and one state – that are on opposite sides of the legal spectrum? Which one is “unjust”? Which one should we “disobey”? That is the dilemma presently facing this nation where a majority of the states now permit the possession and use of marijuana for either recreational, or medical purposes; whereas, under federal law, it remains a crime.
It is no secret that working parents sometimes struggle to balance family obligations with work commitments. While federal law provides time off for working parents for the birth or adoption of a child, the time off is unpaid. U.S. laws have been slow to provide parents paid leave for the birth or adoption of a child; however, there is new hope. The first budget proposed by the current administration proposes paid parental leave for up to six weeks for mothers and fathers for the birth or adoption of a child. If adopted, this would be the first paid parental leave law in the United States. Even if the law is not passed, now is a good time to review your association’s policies to make your association attractive to working parents, as well as help improve productivity of current employees.
Although associations that publish scholarly journals rely on confidentiality to ensure the integrity of their peer review system, the law has yet to definitively protect peer reviewers' identities and comments. Here's a brief look at where the courts stand on the issue.
Now that China’s new overseas NGO law is in effect, nongovernmental organizations operating there have a new set of requirements to comply with. While many provisions of the law remain fuzzy, several first steps for associations have become clear.
A CEO's departure, whether planned or unexpected, inevitably disrupts the routine workings of staff and volunteer leaders. But the path to new executive leadership will be smoother if a solid succession plan is in place, addressing key legal issues from employment law and contracts to the board's role.
Even the best families have problems, and that reality extends to relationships between associations and their chapters. Although tensions can arise in a variety of areas, from governance to public policy, most can be cured with clear communication.
Yogi Berra once said, "If you don't know where you are going, you'll end up someplace else." While his words may seem misplaced, the sentiment is not: Everyone needs a plan. This principle applies not only to individuals, but perhaps more importantly, to organizations. Without it, employees do not have a definitive roadmap from their employer, articulating their true purpose and course, nor, consequently, do they know how their individual role contributes to the company's mission and performance.
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.
2017 is sure to bring more changes on the political law front. In February, President Trump repeated his support for overturning the “Johnson Amendment” – a long-standing provision in the tax code that strictly prohibits churches and other Section 501(c)(3) charitable organizations from engaging in any political campaign activities. If the law is changed, individuals and organizations may be able to support entities engaging in political speech with tax deductible deductions. At the same time, the administration is also considering an executive order to loosen political restriction on churches. These changes could make religious organizations new vehicles for supporting and opposing candidates in 2018 and beyond.
Whether your organization has a long lobbying track record or is starting fresh with a new administration, you need to know how federal lobbying, tax, and gift rules will affect your advocacy work. Here's a primer for beginners and a refresher for veterans.
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.
The final weeks of the 2016 election season continue to offer unique opportunities to drive interest and support for your industry, profession or cause. Whatever your tax status, you have a constitutionally protected right to conduct a wide range of educational, issue advocacy and lobbying activities in order to engage your members, donors, the general public, policy makers, and candidates. Trade associations and social welfare organizations can do much more to help elect their preferred candidates. Although compliance with tax, election, ethics and lobbying laws can be challenging, they also offer opportunities, not obstacles, to generate interest and support for your public policy goals in these final days of the 2016 election season and beyond.
Preventing and responding to cyberattacks has become one of an association's highest priorities. The first step is to understand the risks and then implement the policies and procedures you need to keep your data safe. Here's what the law requires.
Contracts are an integral part of operations, as associations regularly enter into contracts for leases, office equipment, independent contractor services, website design, hotel and convention centers, and many more. In some instances, the contract is a simple, straight-forward document that’s easy to understand and clearly sets forth the obligations of both parties. In other instances, the contract may be dozens of pages long and written in a way that leaves execs confused and uncertain. When faced with the latter scenario, it’s easy to assume that all the details discussed with the other party are represented in the contract.
In the case of California, a federal judge recently ruled NO! The Court held that requiring nonprofits to file their confidential Schedule B donor information in order to register to solicit contributions unduly burdened First Amendment rights and was unconstitutional “as-applied” to the organization that challenged this requirement.
When advising associations on employment policies, I’m often asked, “How long should the probationary period be?” My answer:“It really doesn’t matter,” followed by, “. . . so long as it is actually utilized.” Whether a probationary period is 30 days or 6 months, whatever period is adequate to demonstrate skill acquisition and work habits, the most important issue is whether the employer actually uses the time to review the work and make a reasoned go or no-go forward employment decision. Another comment I hear when defending termination cases is, “That employee should have been terminated long ago.” Typically, the deficiencies leading to termination were observed when the individual was a new employee. Often employers create probationary periods, yet fail to reap the intended benefit.
All employers are required to complete a Form I-9 for newly hired employees to verify the employee’s identity and eligibility to work in the United States. Failure to complete the Form I-9 can result in severe penalties against the employer. To help make this process more efficient, the United States Citizenship and Immigration Services (USCIS) has proposed a new “smart” version of the Form I-9 in an attempt to reduce user error and make the form easier to complete.
There is no question that the newest and biggest liability risk for associations arises from online activities. It’s not a question of ‘if’ your association will suffer a data security breach, but ‘when.’ Savvy association execs and operational professionals will get ready now for the inevitable breach – whether from a pernicious hack, phishing, or just a lost staff computer or personal device. In fact, the laws of several states – which apply if the association has personally identifiable information (“PII”) of any residents from those states – mandate that holders of such information have in effect a written information security plan/policy (“WISP”) to protect such information NOW!
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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?
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.
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.
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?
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.
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.
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.
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, jkhoward@lockton.com.
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.
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:
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.
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.
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.
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.
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.
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.
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.
A key aspect of any professional certification program is a code of ethics and the code’s accompanying procedures. A code of ethics, sometimes referred to as a code of professional conduct, is a critical feature of a certification program both for the promotion of the safety of the public and the integrity of the program’s credential. For those programs seeking or maintaining the coveted National Commission for Certifying Agencies (NCCA) accreditation, a mark of quality for certification programs, disciplinary policies and procedures are required. (See the Responsibilities to Stakeholders section of the NCCA Standards, Standard 6.)
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Last month, we examined some of the intellectual property, insurance, and solicitation issues surrounding a nonprofit entity’s use of social media [full article here]. This month, we turn to terms of use and employee policies.
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.
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.
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.
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 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.
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.
Volunteers are an important part of the nonprofit community. Almost all organizations started with an idea and the hard work of one or two people. Many organizations operate solely with volunteers. Others use volunteers to expand their programming efforts. The vast majority of nonprofit board members are volunteers. Savvy managers realize volunteers can pose risks to an organization if they are not well managed in the areas of recruitment, training and supervision.
For many corporations, associations, and nonprofit organizations, there is a lot at stake in Congress and with the Trump Administration. More organizations are thinking about engaging in federal lobbying to promote and protect their interests, and even to ensure their survival. At a certain point, engagement with legislators and executive officials will trigger registration under the Lobbying Disclosure Act (LDA).
In this webinar, Whiteford’s Labor and Employment Law Partners, Lisa Brauner and David Stevens, along with Eileen Johnson, Co-chair of Whiteford’s Associations & Nonprofit Organizations Section, discussed the significant changes to the salary threshold for salaried exempt employees under the Fair Labor Standards Act (FLSA) following the U.S. Department of Labor's Final Rule issued in April 2024.
In Whiteford's most recent Associations Creating Community podcast, our host Jefferson Glassie, FASAE spoke with Paul Pomerantz about the new Association Governance Institute at ASAE.
In this most recent Associations Creating Community podcast, Jefferson Glassie had the opportunity to sit down virtually with Lynda Bouchard Patterson, FASAE, CAE, the current chair of the American Society of Association Executives and president and owner of AMPED Association Management.
As this election year heads into full gear, many nonprofit organizations will have questions about the types of advocacy, policy, lobbying, fundraising, outreach and electoral activities they and their employees may undertake to promote their mission and policy objectives.
In this most recent Associations Creating Community, Jefferson Glassie, FASAE, has a fascinating conversation with the brilliant Jeff De Cagna FRSA FASAE, Executive Advisor for Foresight First LLC. This episode follows a prior interview in 2019 and focuses on association communities, boards of directors, and the duty of foresight.
In this most recent Associations Creating Community, Jefferson Glassie interviews Elizabeth Engel with Spark Consulting and Shelly Alcorn with Michelle Alcorn and Associates about their groundbreaking, recently published white paper titled “The Time is Now: Association Resilience an Adaptation and the Anthropocene Climate Disruption.” The white paper explains the current perspectives on climate as applicable not just to humans on the planet, but also to associations and nonprofit organizations, which are and will be more affected by climate in the future.
James A. Kahl, a Partner at Whiteford Taylor & Preston and a Co-Chair of Associations, Nonprofits and Political Organizations Section, presents at a panel discussion for LMASE.
Sheri Singer is an experienced public relations and communications professional who works with nonprofit membership associations. She has been involved in the association community for many years and shares her insights on community with Jefferson Glassie, FASAE.
Jeff Glassie, FASAE, of Whiteford, Taylor & Preston, interviewed Artesha Moore, FASAE, CAE, President and CEO of the Association Forum in Chicago. Artesha talks about beginning her career with associations as life changing, because associations can have such impact. She says member engagement is like career engagement, along with networking, which are all critical for association community. Artesha believes that inclusive communities are really needed, and is focusing on how we can bring in the up and coming generations into the association community. She and Jeff also talk about how associations have to deal with for-profit communities and service providers, like LinkedIn, etc.
Jeff Glassie, FASAE, of Whiteford, Taylor & Preston, recently interviewed Michelle Mason, FASAE, CAE, President and CEO at ASAE: The Center for Association Leadership.
An extension of the “Associations Creating Community" podcast series, these "Zoomcast" video discussions provide timely tips and information about how associations can create community on a local and global level.
Jeff Glassie of Whiteford's Associations, Nonprofits, and Political Organizations practice discusses creating and maintaining communities in a timely conversation with Irving Washington, FASAE, CAE, who is the Executive Director/CEO of the Online News Association ("ONA"), in the newest podcast in the "Associations Creating Community" series.
None of us were prepared for the disruption caused by the pandemic. Association leaders and association business models alike are facing both significant challenge and significant opportunity. During this presentation, Kellie Newton and Derek Symer will explore the top ten legal risks that Associations could face in 2021 and offer risk management principles to address them.
None of us were prepared for the disruption caused by the pandemic. Association leaders and association business models alike are facing both significant challenge and significant opportunity. In our time together during this presentation, looking through the lens of both a legal and accounting eye, we will discuss why your Association may be ready for a change and why an affiliation or merger may be a practical solution to current challenges.
Brought to you by the ASAE Technology Section Council, this webinar provides an overview of the EU General Data Protection Regulation ("GDPR") framework and how it relates to nonprofits and associations based in the U.S.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2026. Twenty-three of the firm’s practices are ranked at the national level, with the firm’s Bankruptcy, Construction Litigation and Real Estate Litigation practices receiving national Tier 1 rankings.
83 lawyers from Whiteford have been selected by their peers for inclusion in The Best Lawyers in America® 2026. The lawyers selected are based in the firm’s Delaware, Florida, Kentucky, Maryland, New York, Virginia and Washington, DC offices. Client comments are posted on the Best Lawyers website, at bestlawfirms.com.
Whiteford is pleased to announce that Heidi Abegg has joined the firm as a Partner in Washington. Ms. Abegg brings over twenty years of experience in political law, lobbying compliance, government ethics, campaign finance and nonprofit law at the state and federal levels.
Whiteford is pleased to announce that “Best Law Firms” has awarded the firm exemplary rankings for 2025. Twenty-two of the firm’s practices are ranked at the national level, and the firm’s Bankruptcy, Construction and Labor & Employment litigation practices have been recognized with national Tier 1 rankings.
We are pleased to announce that Daniel A. Griffith has been appointed Co-Chair of the firm’s Litigation Department and Dorothy Deng has been appointed Co-Chair of the Associations, Nonprofits, and Political Organizations Section.
87 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2024 (copyright 2023 by Woodward/White, Inc., of Aiken S.C.). New practice areas of recognition include CleanTech Law and Entertainment and Sports Law. The lawyers selected are based in the firm’s Delaware, Maryland, Pennsylvania, Virginia and Washington offices. Client comments are posted on the Best Lawyers website, at bestlawfirms.com.
Whiteford, Taylor and Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2023.
Whiteford, Taylor and Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2022. Twenty-one of the firm’s practices are ranked at the national level, and the firm’s bankruptcy and Construction Litigation practices have been recognized with national Tier 1 rankings. At the state level, new recognitions include Admiralty & Maritime Law, Nonprofit/Charities Law, Patent Law and Privacy and Data Security Law.
A record 75 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2022 (copyright 2021 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Delaware, Maryland, Pennsylvania, Virginia and Washington offices. Client comments are posted on the U.S. News & Best Lawyers web site, at bestlawfirms.com.
Whiteford, Taylor and Preston is pleased to announce that U.S. News and World Report - Best Lawyers® “Best Law Firms” has awarded the firm exemplary rankings for 2021. Twenty-two of the firm’s practices are ranked at the national level, and the firm’s Bankruptcy and Environmental Law practices have been recognized with national Tier 1 rankings.
A record 71 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2021 (copyright 2020 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Delaware, Maryland, Pennsylvania, Virginia and Washington offices. Client comments are posted on the U.S. News & Best Lawyers web site, at bestlawfirms.com.
Whiteford, Taylor and Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2020. Twenty of the firm’s practices are ranked at the national level, including two bankruptcy practices with national Tier 1 rankings. At the state level, an additional forty-two practices have been ranked in Maryland, Washington, D.C., and VA.
64 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2020. The lawyers selected are based in the firm’s Delaware, Maryland, Pennsylvania, Virginia and Washington offices. Client comments are posted on the U.S. News & Best Lawyers web site, at bestlawfirms.com.
Whiteford, Taylor & Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2019. Eighteen of the firm’s practices are ranked at the national level, including two practices with national Tier 1 rankings: Litigation and Bankruptcy. At the state level, an additional forty-six practices have been ranked in Maryland, Washington, D.C., and VA.
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.”
Baltimore – Whiteford, Taylor & Preston is pleased to announce that U.S. News and World Report - Best Lawyers ® “Best Law Firms” has awarded the firm exemplary rankings for 2018. Nineteen of the firm’s practices are ranked at the national level, including three practices with national Tier 1 rankings: Litigation, Bankruptcy and Real Estate. At the state level, an additional fifty practices have been ranked in Maryland, Washington, D.C., and VA.
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.
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