Agenda / Content Covered

Session time: 11:00 AM - 12:30 PM Eastern
Presenter: Dr. Jim J.S. Johnson

1. Understanding the Context and Current Environment
   1. Highly Publicized Scandals in Public Companies and Nonprofit Sector
   2. Sarbanes-Oxley Act of 2002
   3. State Regulatory Actions
   4. Senate Finance Committee Hearings
   5. IRS Initiatives
   6. OMB A-133 ("Single Audit")/New GAO Standards for Auditors
   7. Watchdog Groups/Third-Party Reporting
   8. Response within Nonprofit Sector
   9. Who's Watching the Watchdog? Recent Focus on IRS Oversight of Nonprofits
2. Recent Cases Involving Nonprofit Governance
3. Fundamentals of Nonprofit Governance
   1. Defining Corporate Governance
   2. Governing Through the Lifecycle of an Organization
   3. Understanding the Connection Between Mission and Governance
   4. Understanding Roles - Governance vs. Management
   5. Fiduciary Duties of Directors and Officers Under State Law
   6. Tips for Directors and Officers in Discharging Duties
   7. Dealing with Conflicts of Interest
4. IRS Focus on Governance
   1. Background - Federal Tax Law Principles Impacting Corporate Governance
   2. IRS Focus on Corporate Governance
   3. IRS Training Materials
   4. IRS Examination Materials - Governance
5. Compensation Issues
   1. Determining Reasonable Executive Compensation
   2. Compensation Questions
   3. Compensation Reporting Requirements - Form 990
   4. Executive Compensation - Strategies for Compliance
   5. Planning Pointers in Establishing Compensation
6. Managing Liabilities
   1. Implementing Best Practices in Governance and Management
   2. Working with Outside Professionals and Experts
   3. Indemnification and Insurance
   4. Managing Risk in Joint Ventures and Strategic Alliances

Accreditation Details:

DR. JIM J.S. JOHNSON is a sole practitioner in the Dallas/Fort Worth area, where his law practice is dominated by representing tax-exempt organizations, with special attention to how nonprofit corporations comply with education law, personnel law, contract law, and copyright law. Dr. Johnson has invested almost 30 years in litigation, with the past 20+ years including assignments on an as-needed basis, as a part-time trial judge in nonjury employment law adjudications governed by administrative law statutes, applying the usual rules of evidence, as well as most of the usual rules of civil procedure. These adjudications routinely require management of pretrial matters, including resolving pretrial discovery disputes, as well as other pretrial matters prior to presiding at bench trials on the merits, and followed by issuing dispositive orders, fact-findings on ultimate issues, trial record-based recommendations, lengthy opinions, and other forms of trial judge decision-making. Dr. Johnson’s litigation experience, as an attorney, is dominated by federal court practice (trial and appellate), including 20 years as a board-certified business bankruptcy law specialist in Texas. Many of those years have included his teamwork with paralegals, working together to solve problems and prepare cases for courtroom trials and evidentiary hearings, as well as oral depositions. He is admitted in Texas and Colorado; as well as in seven federal courts; and has been admitted pro hac vice to courts in Arkansas, California, Florida, Georgia, Illinois, Indiana, Kentucky, Ohio, Oregon, Maryland, Minnesota, Missouri, New Jersey, New York, North Carolina, Oklahoma, Pennsylvania, and Tennessee. Dr. Johnson has also practiced (as an attorney) regulatory law before a variety of federal and state administrative agencies. His opinions in this National Business Institute program (as well as in his many published law journal articles) are his own, as one who has both litigated and adjudicated in many court contexts, and do not represent the legal views or official positions of any governmental agency or court that he serves. With a post-doctoral certification by the Texas Attorney General's Office, he has also served as a paternity establishment officer, providing expert testimony in court and certifying forensic documentation for changing birth certificates, and for 10+ has served as a lecturer and expert on experts (especially as in relation to forensic sciences and empirical sciences). Also, as a college professor, he has taught several law-related college courses at LeTourneau University, Concordia University Texas at Fort Worth, ICR-SOBA, and Dallas Christian College.