1. Incorporation Process
2. Establishing Tax-Exempt Status With the IRS
3. Liability of Directors and Officers
4. Handling Contributions and Tax Deductions
5. Unrelated Business Taxable Income (UBTI)
6. Form 990: Key Compliance Points and Disclosure Considerations
7. Restructuring and Terminating Exempt Organizations: Procedures and Pitfalls

Continuing Education Credits:   

Continuing Legal Education

Credit Hrs    State    Credit Approval Expiration

* denotes specialty credits

All times listed in Eastern Time

1. INCORPORATION PROCESS
   10:00 - 11:15, Kimberly A. Lowe
   1. Liability Associated With Unincorporated Organizations
   2. Articles of Incorporation - Key Provisions to Include
      1. Governing Body
      2. Purpose Clause
      3. Dissolution Clauses
      4. Provisions Required by IRS
      5. Other Crucial Language
   3. Bylaws - Key Provisions to Include
      1. Directors and Officers
      2. Meetings
      3. Voting
      4. Indemnification
   4. Mission Statement
   5. The Use of LLCs (and L3Cs) for Nonprofits
2. ESTABLISHING TAX-EXEMPT STATUS WITH THE IRS
   11:15 - 12:00, Jessica Manivasager
   1. Nonprofit vs. Tax Exempt
   2. Determining the Type of Tax-Exempt Organization Under the Internal Revenue Code (IRC)
   3. 501(c)(3): Publicly Supported or Private Foundation?
   4. IRS Application Process for 501(c)(3) - Form 1023
      1. The Importance of the Narrative Description of Activities
      2. Submitting the Budget: What You Need to Know
      3. Other Traps for the Unwary
      4. Retroactive Applications for Existing Organizations
   5. IRS Application Process for Other 501(c) Categories That Qualify for Exemption
   6. Required Annual or Periodic Federal/State/Local Filings
3. LIABILITY OF DIRECTORS AND OFFICERS
   12:15 - 12:45, Jessica Manivasager
   1. Fiduciary Duties and Indemnification
   2. Private Inurement/Private Benefit
   3. Excess Benefit Transactions and the "Intermediate Sanctions"
   4. Case Studies
4. HANDLING CONTRIBUTIONS AND TAX DEDUCTIONS
   12:45 - 1:45, Steven D. Anseth
   1. Types of Gifts: Advising Clients on Accepting Money and Property
   2. Handling Unanticipated Funds With "Facts and Circumstances" Test
   3. Tax Deductions and Substantiation Requirements
   4. Recent Changes and Current IRS Focus
5. UNRELATED BUSINESS TAXABLE INCOME (UBTI)
   2:15 - 2:45, Kimberly A. Lowe
   1. Defining UBTI/UBIT
   2. Tax Computation: Form 990-T or Push to Subsidiary?
   3. Exceptions, Exemptions and Traps for the Unwary
6. FORM 990: KEY COMPLIANCE POINTS AND DISCLOSURE CONSIDERATIONS
   2:45 - 3:45, Catherine J. Courtney
   1. Governance Body and Conflicts of Interest
   2. Changes to Organizational Documents
   3. Documentation of Actions by the Board
   4. Written Policies
   5. Independent Review of Executive Compensation
   6. Disclosure Requirements
   7. Balance Sheet
   8. Using Form 990 to the Organization's Advantage
7. RESTRUCTURING AND TERMINATING EXEMPT ORGANIZATIONS: PROCEDURES AND PITFALLS
   4:00 - 5:00, Douglas C. Frazey
   1. Structuring Alliances and Networks
   2. Merging or Consolidating With Another Tax-Exempt Organization
   3. Dissolving a Tax-Exempt Organization: Steps, Forms and Filings Required
   4. Distribution or Transfer of Assets
   5. Insolvency Strategies

STEVEN D. ANSETH is a shareholder with Francis & Associates, P.A. Prior to working in public accounting, his work experience included working in various finance roles at a large nonprofit organization for nearly 15 years. This experience has given Mr. Anseth a deep understanding of nonprofit accounting and a profound appreciation for nonprofit organizations and the people that serve in nonprofit organizations. As a shareholder he oversees all nonprofit audits, form 990/990-PF preparation, and nonprofit consulting performed by the firm. Mr. Anseth is a graduate of the University of Minnesota with a B.S. degree. As a certified public accountant, he is a member of the American Institute of Certified Public Accountants and the Minnesota Society of Certified Public Accountants. Mr. Anseth is a member of the Financial Statement Review Task Force at the MNCPA Society. He also is active in the Twin Cities Nonprofit Financial Group and served on the board of directors for several nonprofit organizations.

CATHERINE J. COURTNEY is an attorney with the law firm of Briggs and Morgan, P.A., in Minneapolis and St. Paul, Minnesota, where she practices in the areas of public finance law and business law. She works on bond transactions that include housing, charter schools, small issue manufacturing, 501(c)(3) organizations, and tribal financing, as bond counsel, underwriter's counsel, borrower's counsel, 501(c)(3) counsel, trustee's counsel, and credit enhancement provider's counsel. Ms. Courtney also advises small businesses and nonprofit corporations on general corporate matters and governance issues, and advises both employers and employees in the negotiation of various employment agreements. She has represented nonprofit, 501(c)(3) borrowers in tax-exempt and conventional financing of multifamily housing, senior housing, skilled nursing facilities, and various community facilities. Ms. Courtney has served on the Board of Directors for the Minnesota Literacy Council, Chamber Music Minnesota, and the Hennepin County Bar Foundation. She also has held multiple positions with the Calhoun-Isles Community Band and worked with the Northwestern University Alumni Admissions Council. Ms. Courtney currently serves as chair of the City of St. Louis Park Housing Authority. She is a graduate of and has served on the steering committee for the Hennepin County Bar Association's Leaders Impacting the Nonprofit Community program. Ms. Courtney's pro bono work includes the provision of general corporate services to several small 501(c)(3) organizations. She is a current member of the American, Minnesota State and Hennepin County bar associations, and the National Association of Bond Lawyers, the National Association of Housing and Redevelopment Officials, the Minnesota Institute of Public Finance, and Women in Public Finance. Ms. Courtney earned her B.A. degree from Northwestern University and her J.D. degree from University of Michigan Law School.

DOUGLAS C. FRAZEY is an attorney at Meier, Kennedy, & Quinn, Chartered, where he practices in the areas of estate planning, probate, real estate, corporate, and tax law. Prior to joining Meier, Kennedy, & Quinn, Chartered, he clerked for the Honorable Heidi S. Schellhas at the Minnesota Court of Appeals, after which Mr. Frazey served an additional term at the court as a shared clerk for the Honorable Jill Flaskamp Halbrooks, the Honorable Renee L. Worke, the Honorable Francis J. Connolly, the Honorable David Minge, the Honorable Louise Dovre Bjorkman, and the Honorable Michelle Ann Larkin. He graduated, magna cum laude, from William Mitchell College of Law, where Mr. Frazey was a staff member for the William Mitchell Law Review and contributed an article on franchise law for publication. During law school, he gained practical, hands-on experience as a law clerk for the Education division of the Minnesota Attorney General's Office, for the Tax division of the Legal Aid Society of Minneapolis, and for Elizabeth Bowling, PLLC. Mr. Frazey earned his B.A. degree, with high distinction, from the University of Minnesota-Morris. He is admitted to practice in Minnesota, Wisconsin and North Dakota, and before the U.S. District Court, District of Minnesota.

KIMBERLY A. LOWE is a shareholder in Fredrikson & Byron, P.A.'s corporate and nonprofit groups. Ms. Lowe practices in the areas of corporate, securities, agribusiness and cooperatives, mergers & acquisitions, non-profit, bank & finance, emerging business and life sciences. She advises private and public companies and cooperatives on acquisitions, mergers, periodic reporting obligations, corporate governance, and securities compliance issues. Ms. Lowe works with entrepreneurs, management, shareholders, and investors on transactions involving all aspects of the business life cycle from formation, to capital raising, joint ventures, and exits. She also advises boards of directors, executive directors, and management of tax-exempt and nonprofit organizations on many specific issues related to obtaining and maintaining tax-exempt status, IRS compliance, financing, corporate governance issues, as well as joint ventures between for-profit and nonprofit organizations, and mergers and consolidations. Ms. Lowe is admitted to practice in Minnesota. She earned her B.A. degree, with honors, from the University of Detroit and her J.D. degree from Boston College Law School.

JESSICA MANIVASAGER is a shareholder in the Minneapolis law firm of Fredrikson & Byron, P.A., where she is a member of the business and tax, nonprofit and e-business groups. Her practice focuses on assisting start-up and small business entities to protect their valuable intellectual property assets while achieving their goals through creative corporate and tax planning strategies. Ms. Manivasager supports many businesses in the role of general counsel, and deals with issues relating to choice of entity in entity formation, business ownership and disputes, and the purchase and sale of businesses. She assists in obtaining tax-exempt status and federal and state law compliance issues for nonprofit entities. Ms. Manivasager is a frequent presenter on choice of entity and closely held business entity issues at Minnesota State Bar Association Continuing Legal Education and National Business Institute seminars. She earned her B.A. degree from the University of Wisconsin-Madison and her J.D. degree from Temple University.

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