Agenda / Content Covered

1. INCORPORATION PROCESS
   8:30 - 9:30, William R. Gustoff
   
   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 - 10:30, Willard L. Boyd III and William R. Gustoff
   
   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
   10:45 - 11:30, William R. Gustoff
   
   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
   11:30 - 12:15, K. Dwayne Vande Krol
   
   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)
   1:15 - 1:45, William R. Gustoff
   
   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
   1:45 - 2:15, Willard L. Boyd III
   
   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. Using Form 990 to the Organization's Advantage
7. ADVISING ON OPERATIONAL ISSUES
   2:15 - 2:55, Willard L. Boyd III and William R. Gustoff
   
   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
8. RESTRUCTURING AND TERMINATING EXEMPT ORGANIZATIONS: PROCEDURES AND PITFALLS
   3:10 - 3:40, Willard L. Boyd III
   
   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
9. ETHICAL CONSIDERATIONS FOR EO PRACTITIONERS
   3:40 - 4:40, Willard L. Boyd III
   
   1. Multiple Representation Issues: Who is the Client?
   2. Attorney-Client Confidentiality Within the Different Levels of an Organization
   3. When the Attorney Must Resign
   4. Attorney Serving on a Nonprofit Board

Accreditation Details:

WILLARD L. BOYD III is an attorney and shareholder in the business, banking, and corporate department of the law firm of Nyemaster Goode, P.C. He has written and lectured on corporate law issues to various professional groups. Mr. Boyd is co-editor of Guidebook for Directors of Nonprofit Corporations (3d ed. American Bar Association). He is past chair of the Nonprofit Organizations Committee of the American Bar Association's Business Law Section, and served on the Iowa State Bar Association's drafting committees for the Revised Iowa Nonprofit Corporation Act, Uniform Prudent Management of Institutional Funds Act, and Revised Uniform Unincorporated Nonprofit Associations Act. Mr. Boyd earned his B.A. degree, with high honors, from the University of Michigan; and his J.D. degree, with distinction, from the University of Iowa. He is licensed in Iowa, Minnesota, Missouri, and the District of Columbia.

WILLIAM R. GUSTOFF is president of the Legal Division for Thompson & Associates, a national company that works with nonprofit organizations throughout the U.S., to provide planned giving advice and lead select supporters through a personalized, comprehensive charitable estate planning process. He also is a founding partner of Whitaker Hagenow & Gustoff, LLP, in Des Moines, where his practice is limited to estate planning and nonprofit organization law. Mr. Gustoff is the former president of the Mid-Iowa Planned Giving Council, a faculty member of the annual Charitable Estate Planning Institute, and currently serves on the Nonprofit Corporation Committee of the Business Law Section for the Iowa State Bar Association. Licensed to practice in Illinois, Iowa, and Nebraska, he earned his B.A. degree from the University of Iowa and his J.D. degree, with distinction, from the University of Iowa College of Law.

K. DWAYNE VANDE KROL is a member of Nyemaster Goode's Tax, Estate Planning, and Employee Benefits Department. He has extensive experience advising clients related to federal income tax matters, including IRS audit representation and the tax aspects of mergers, acquisitions, and reorganizations. Prior to joining Nyemaster Goode, Mr. Vande Krol spent 15 years with a national public accounting firm. He is a member of the Iowa bar, and holds a Certified Public Accountant certificate (Iowa 1993). Mr. Vande Krol earned his B.B.A. degree with distinction from Iowa State University, and his J.D. degree with high honors from Drake University.