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

1. INCORPORATION PROCESS
   8:30 - 9:15, A.P. Carlton Jr. and M. Jackson Nichols
   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
   9:15 - 10:00, A.P. Carlton Jr. and M. Jackson Nichols
   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
   10:15 - 10:45, A.P. Carlton Jr. and M. Jackson Nichols
   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
   10:45 - 11:30, A.P. Carlton Jr. and M. Jackson Nichols
   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)
   11:30 - 12:00, A.P. Carlton Jr. and M. Jackson Nichols
   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
   1:00 - 1:45, A.P. Carlton, Jr. and M. Jackson Nichols
   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
   1:45 - 2:45, A.P. Carlton Jr. and M. Jackson Nichols
   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
   3:00 - 4:00, A.P. Carlton Jr. and M. Jackson Nichols
   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, A.P. Carlton Jr. and M. Jackson Nichols
   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

A. P. CARLTON JR. is a partner with Allen and Pinnix, P.A., and has had a long career in general corporate law with an emphasis on corporate governance, regulated industries, corporate and public finance, financial and nonprofit institutions, and public policy. For more than 30 years, Mr. Carlton has actively advised Boards of Directors of publicly held, non-publicly held and large nonprofit corporations on all aspects of corporate governance, shareholder/member relations, government regulation and public policy. He is the founder and foundation counsel for North Carolina's largest and only state-wide community foundation (North Carolina Community Foundation, Inc., 1989-present). Mr. Carlton is past president of the American Bar Association (ABA), 2002 to 2003 and served as chair of the ABA's House of Delegates from 1996 to 1998. As president he spearheaded the ABA's corporate governance law reform effort, acted as the ABA's spokesperson on corporate reform and successfully directed the Board of Governors' independent investigation of the largest unauthorized cost overrun in ABA history. Mr. Carlton also was the past chair of the Board of Trustees of the University of North Carolina at Wilmington. He has been named to Business North Carolina's Legal Elite in 2008 as one of North Carolina's top business attorneys and also is listed as a Banking Super Lawyer in North Carolina Super Lawyers magazine for 2008. Mr. Carlton also is listed in Who's Who in American Law, as well as Who's Who in America. He earned his B.S. degree from the University of North Carolina at Chapel Hill and his J.D. degree from the University of North Carolina School of Law. In addition, he has his Master of Public Administration from the University of Dayton, and his LL.D. degree from both Stetson University and the University of Denver.

M. JACKSON NICHOLS is a shareholder and director of the Raleigh law firm of Allen and Pinnix, P.A., where his main areas of practice are employment law (employee and employer), administrative law, and nonprofit and tax-exempt organizations. Mr. Nichols is a regular author and presenter in his areas of expertise. He is admitted to practice before the North Carolina State Bar, the U.S. Court of Appeals 4th Circuit Bar, the U.S. District Court Eastern, Middle and Western districts of North Carolina and the U.S. Supreme Court Bar. Mr. Nichols is a member of the North Carolina, Wake County and Durham County bar associations. He earned his B.A. degree from Davidson College and his M.P.P.S degree from Duke University.

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