Agenda / Content Covered

1. State Law Update, Hot-Button Legal Issues and Changes You Need to Know
   9:00 - 9:30, Stephen H. King
2. Bylaws, Articles of Incorporation and Policies: Pitfalls to Avoid
   9:30 - 10:15, Stephen H. King
   1. Public Charity or Private Foundation
   2. State Corporate Statutes and Forms (w/Examples)
   3. Member-Elected or Self-Perpetuating Board
   4. Process for Adopting and Updating
   5. Drafting and Revising Bylaws: Top Mistakes
   6. Preparing Articles of Incorporation (w/Sample)
   7. Mission Statement (and Evolving Mission Issues)
   8. Key Policies and Procedures: Conflict of Interest, Compensation and More
   9. Contributions, Fundraising/Charitable Solicitations and Planned Giving
3. State Tax Exemption Strategies
   10:30 - 11:15, Stephen H. King
4. IRS Form 1023 and 1024 Procedures (and Problems)
   11:15 - 12:00, Mark C. Franco
   1. Determining the Type of Tax Exempt Organization
   2. Application Process and Procedures (in Detail)
      1. 1023-EZ
      2. IRS Form 1023
      3. IRS Form 1024
   3. Critical Form/Application Mistakes
   4. Responding to IRS Inquiries on Applications
5. Top IRS Form 990 and UBIT/UBTI Reporting Mistakes
   1;00 - 1:45, Brina Zinter
   1. Sample Form and Schedule Review
   2. Recent Changes and Current Areas of Scrutiny
   3. Key Policies/Sarbanes-Oxley Compliance
   4. Disclosures
   5. Use of Schedule O
   6. UBIT/UBIT: Top Reporting Pitfalls
6. Handling Operational Issues and Challenges
   1:45 - 2:30, Megan A. Christensen
   1. Transparency: Beyond Form 990
   2. Advocacy, Lobbying and Political Activity
   3. Employee, Independent Contractor or Volunteer?
   4. Business Activities and Charitable Endeavors: Drawing the Line
   5. Strategies for Avoiding/Reducing Unrelated Business Income Tax
   6. Interactions with For-Profit Organizations - Dangers and Best Practices
   7. Investment Policies and Procedures
   8. International Operations
7. Board Governance, Compensation and Liability - Legal Landmines
   2:45 - 3:30, William M. Klimon
   1. Understanding the Current Environment
   2. Changes You Need to Know
   3. Fundamentals of Nonprofit Governance: Responsibilities and Liabilities
   4. Duty of Loyalty and Duty of Care Standards
   5. IRS Focus on Governance
   6. Indemnification and Insurance
   7. Board Involvement: Too Much or Too Little?
   8. Handling Complicated Compensation and Benefit Issues
   9. Private Inurement, Private Benefit and Prohibited Transactions
   10. Intermediate Sanctions and Excess Benefit Transactions
   11. Current Governance Best Practices and Tips
8. Ethical Considerations
   3:30 - 4:30, William M. Klimon
   1. Who is the Client?
   2. Attorney-Client Confidentiality
   3. Confidentiality vs. Disclosure to the IRS
   4. Self-Dealing Situations
   5. Excessive Compensation

MEGAN A. CHRISTENSEN is a partner with Manatt, Phelps & Phillips, LLP in their tax practice. Her areas of practice are concentrated in federal income taxation, advising both taxable and tax-exempt clients in a broad array of areas, including new markets tax credits, opportunity zones, and tax-exemption and nonprofit governance. Ms. Christensen is admitted to practice in Virginia, California, the District of Columbia, and the U.S. Tax Court. She is a member of the American Bar Association (Business and Taxation sections) and the District of Columbia Bar. Ms. Christensen earned her B.A. degree from the College of William & Mary; her J.D. degree from Washington University School of Law; and her LL.M. degree, in taxation, from New York University School of Law.

MARK C. FRANCO is an attorney with Whiteford Taylor Preston LLP where he assists associations, nonprofit organizations and small businesses on corporate legal matters, including formation, tax, contracts, compliance, employment, fundraising, intellectual property and governance. Mr. Franco also provides counsel to professional credentialing programs on matters, such as discipline, accommodations, copyright registration, eligibility and accreditation. He has more than 15 years of experience working with nonprofit and credentialing organizations. Mr. Franco is admitted to practice in Virginia and the District of Columbia. He is a member of the Filipino American Lawyers Association of Washington, D.C. (board member), American Society of Association Executives (Legal Section Council), American Bar Association, Institute for Credentialing Excellence Government Affairs Committee, and the Asian Pacific American Bar Association. Mr. Franco earned his B.S. degree from Georgetown University and J.D. degree from George Mason University School of Law.

STEPHEN H. KING is a director of the law firm of Gammon & Grange, P.C. He practices in the areas of nonprofit and exempt organizations, preventative law, and general business law. Mr. King is admitted to practice in Virginia and Massachusetts, and is a member of the Christian Legal Society. He earned his B.S. degree from Wheaton College, his J.D. degree from Northeastern University School of Law and his LL.M. degree from Georgetown University.

WILLIAM M. KLIMON is a member of Caplin & Drysdale, Chartered's corporate law and exempt organizations groups. For nearly 20 years, he has served as trusted counsel to a diverse range of nonprofit organizations, including many large private foundations, public charities, trade associations, and other nonprofit organizations. Mr. Klimon's legal services primarily address the corporate challenges facing tax-exempt entities, including corporate governance, transactional matters like mergers and acquisitions, and affiliation among nonprofits and between nonprofits and for-profit businesses. He is the chair of the American Bar Association's Nonprofit Organizations Committee. Mr. Klimon earned his B.A. degree from the University of Pennsylvania; his J.D. degree with honor from the University of Maryland School of Law (Order of the Coif); and his LL.M. in tax degree from Georgetown University Law Center.

BRINA ZINTER is a tax manager at SC&H Group, Inc., where works with the middle market tax practice group. Ms. Zinter helps in planning procedures to enhance value by transferring the needed specialized knowledge to increase cash flow, mitigate liability exposure and provide an annuity of savings in the form of tax expense reduction. She also assists clients with state income tax requirements to minimize state and local income and franchise taxes for clients. From developing methodologies to guiding tax-efficient planning techniques, we keep clients compliant with state laws while minimizing future tax burden. Ms. Zinter is a certified public accountant. She earned her B.A. degree from Elmira College and her M.D. degree in taxation from the University of Baltimore.