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 - 9:30, Elizabeth McGee-Camphor
   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, Elizabeth McGee-Camphor
   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, Kelli M. Masters
   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 - 12:00, Kelli M. Masters
   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)
   1:00 - 1:30, Elizabeth McGee-Camphor
   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
   1:30 - 2:00, Matthew H. Griffith
   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, Matthew H. Griffith
   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, Matthew H. Griffith
   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, Kelli M. Masters
   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

MATTHEW H. GRIFFITH is a shareholder and director of the Oklahoma City law firm of Andrews Davis, where he practices business, tax, and estate planning law. Mr. Griffith regularly counsels tax exempt and non-profit organizations and boards on various formation, charitable giving/fundraising, and operational issues. He also represents corporate clients engaged in business transactions with tax exempt organizations, including hospitals, museums, and municipalities. In addition to the Oklahoma Bar Association, Mr. Griffith is a member of the American Bar Association and the Oklahoma County Bar Association. He is a member of the Oklahoma Venture Forum and serves on the Board of Directors of the Pottawatomie County Free Fair Board, the Shawnee Chamber of Commerce Agribusiness Committee, the City of Shawnee Citizens Contract Review Committee, and the Mabee-Gerrer Museum of Art Endowment Committee. Mr. Griffith is a former chairperson of the Oklahoma County Bar Association Young Lawyers Division and the 2004 recipient of the Outstanding Young Lawyer Award. He is listed as a Best Lawyer in the area of corporate law. Mr. Griffith holds a B.A. degree from the University of Central Oklahoma (1992), a J.D. degree from the University of Oklahoma College of Law (2000), and an LL.M degree in taxation from the University of Florida Levin College of Law (2009).

KELLI M. MASTERS is a shareholder with the law firm of Fellers Snider, where her main areas of practice are commercial litigation, nonprofit law, and sports and entertainment law. In addition to defending public and private companies in areas of insurance, banking, and other commercial operations, Ms. Masters represents numerous nonprofit tax-exempt organizations. Having formed dozens of 501(c)(3) organizations, she also advises clients regarding nonprofit governance and maintenance of exempt status, as well as insurance and indemnification issues affecting directors and officers. Ms. Masters has spoken previously for National Business Institute. She was the Gold Medal Letzeiser Award Winner (Top Senior Woman) in 1995 and The Journal Record's Woman of the Year Finalist in 2006. Her bar admissions include Oklahoma, U.S. District Court for the Western District of Oklahoma and U.S. Court of Appeals for the Tenth Circuit. Ms. Masters is a member of the American, Oklahoma and Oklahoma County bar associations; Sports Lawyers Association; and the Luther L. Bohanon Chapter of American Inns of Court. She earned her B.A. degree in journalism, with highest distinction, from the University of Oklahoma; studied abroad at Universite d'Auverge, Clermont-Ferrand, France; and received her J.D. degree, with honors, from the University of Oklahoma.

ELIZABETH MCGEE-CAMPHOR is a certified public accountant. Ms. McGee-Camphor graduated from the University of Central Oklahoma. She has been practicing in Oklahoma City for 12 years. Elizabeth is a member of the Oklahoma Society of CPA's, a member of the OKC Chapter of CPA's, an Advanced Communicator Bronze of the Coma Toastmasters, and is on the Accounting and Financial Services Advisory Committee at Metro Tech at Spring Lake.

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