Do you have a firm grasp of the transparency and accountability standards required of tax-exempt organizations? Can you easily spot omissions or errors in their tax forms, articles of incorporation and policies? This comprehensive overview provides an orientation to the legal and tax aspects of exempt organizations. Experienced faculty will explain the nuts and bolts from incorporation to dissolution – with all the tax and compliance challenges in between. You'll have all the knowledge and tools you need to confidently advise these organizations. Order today!

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. Ethical Considerations for EO Practitioners
8. Advising on Operational Issues
9. Restructuring and Terminating Exempt Organizations: Procedures and Pitfalls

Continuing Education Credits:   

* denotes specialty credits

1. INCORPORATION PROCESS
   8:30 - 9:30, John M. Whalen
   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
   9:30 - 10:15, John M. Whalen
   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
   10:30 - 11:15, Kenleigh Nicoletta
   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
   11:15 - 11:45, Kenleigh Nicoletta
   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)
   12:45 - 1:15, Kenleigh Nicoletta
   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
   1:15 - 2:00, John M. Whalen
   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. ETHICAL CONSIDERATIONS FOR EO PRACTITIONERS
   2:00 - 3:00, Kenleigh Nicoletta
   1. Multiple Representation Issues: Who is the Client?
   2. Attorney-Client Confidentiality Within the Different Levels of an Organization
   3. Confidentiality vs. Disclosure to the IRS
   4. Self-Dealing Situations
   5. Excessive Compensation
   6. Direct Referrals From Board
   7. When the Attorney Must Resign
8. ADVISING ON OPERATIONAL ISSUES
   3:15 - 4:00, John M. Whalen
   1. Applying Sarbanes-Oxley to Nonprofits
      1. Document Retention
      2. Whistleblower Protection
      3. Non-Mandatory but Valuable Practices Nonprofits can Adopt
   2. Strategies for Board Policy-Making
   3. Advising Directors on Mission “Drift”
   4. Investment Considerations
   5. Solicitation and Fundraising Activities
   6. Lobbying and Political Campaign Activities
9. RESTRUCTURING AND TERMINATING EXEMPT ORGANIZATIONS: PROCEDURES AND PITFALLS
   4:00 - 4:40, John M. Whalen
   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

KENLEIGH NICOLETTA is an attorney at the Lewiston firm of Brann & Isaacson, LLP. Her practice includes estate planning, probate, and trust administration; exempt organizations; corporate and commercial transactions; and general tax matters. Ms. Nicoletta's practice has given her experience in the process of forming tax-exempt organizations, obtaining tax-exempt status from the IRS, and with the ongoing administration of tax-exempt organizations on the federal and state level. She is a member of the Maine State and American (Real Property, Probate and Trust Law Section) bar associations. Ms. Nicoletta earned her A.B. degree, summa cum laude, from Elmira College and her J.D. degree, summa cum laude, from the University of Maine School of Law where she was the articles editor of the Maine Law Review (2006 - 2007).

JOHN M. WHALEN is a sole practitioner in the Lewiston law firm of John M. Whalen, P.A., where he practices in the areas of business, probate, estate planning and taxation law. Mr. Whalen was an instructor on federal income taxation at St. Joseph College in Maine. He earned his B.S. degree from Boston College, his J.D. degree from the University of Maine and his LL.M. degree in taxation from Georgetown University Law Center. Mr. Whalen is a member of the Androscoggin County, American, and Maine State bar associations.

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