Non-profit Organizations

Trade Association, Non-Profit Organization & Charities Practice

The law firm concentrates a substantial portion of its practice on representation of trade associations and other non-profits, including forming, advising, supporting and dissolving them. Association clients include those which are local, state-wide, national and international in scope. Some have many thousands of members, some hundreds, and others have only the board of directors as their members.

The majority of the firm’s non-profit work has been for IRC Section 501(c)(3) and 501(c)(6) tax exempt organizations. Section 501(c)(3) organizations are generally formed for charitable, educational, literary, religious or scientific purposes. Section 501(c)(6) non-profit organizations are classified as “business leagues” but are frequently known as “trade associations” or "professional associations". It is common for a 501(c)(6) trade association to have a related 501(c)(3) charitable foundation. Some associations own for-profit subsidiaries.

The firm serves as the corporate counsel to the organization and provides services without infringing on the roles and authority of its officers and directors who manage it.

Forming Non-profits:

We help individuals and groups plan, incorporate and form tax exempt organizations, including preparing the articles of incorporation, bylaws, and organizational meeting minutes, and preparing and filing the IRS application for recognition of exempt status (Form 1023 or 1024).

Services for Existing Non-profits:

An established tax exempt organization may request legal services on one issue or a range of issues. One of the benefits of working with experienced non-profit counsel, is that the attorney can consider and advise the client how it may appropriately proceed or structure a transaction in order to protect and preserve the tax exempt status of the organization. A sampling of the association issues the firm has handled and the services it has provided includes:

• Legal advice to the Board of Directors and Officers

• Advice in dealing with affiliated state associations

• Advice on maintaining and preserving tax exempt status

• Association governance and policies; preparing policy statements

• Membership issues

• Reviewing Association Bylaws

• Contracts and contracts review

• UBIT - Unrelated Business Income Tax issues

• Legal opinions

• Association liability and risk issues

• Employment issues and employee handbooks

• Corporate sponsorship tax issues

• Insurance issues and insurance subsidiaries

• Government affairs, lobbying, and counseling about lobbying

• Organizing government affairs programs and seminars for associations

• Political Action Committee (PAC) advice

• Advice on anti-trust issues related to trade associations

Contract Preparation, Review and Negotiation for Associations:

Established organizations frequently ask counsel to prepare, review or negotiate contracts. Some contact issues tend to be unique to non-profits. A few examples of the types of contracts an association might encounter and which we have helped them with are:

• Corporate sponsorship contracts

• Affinity Agreements

• Trade show contracts; exhibitor contacts; speaker’s contracts

• Executive employment contracts and deferred compensation agreements

• License agreements for copyrights and trademarks

• Internet services contracts

• Software and other technology contracts and licenses

• Hotel contracts