EO Radio Show: Recent Episodes
Farella Braun + Martel LLP
Welcome to EO Radio Show, Your Nonprofit Legal Resource, brought to you by the Exempt Organizations Group at Farella Braun + Martel.
My name is Cynthia Rowland. I’m a business and tax partner at Farella with more than 30 years of experience advising clients on non-profit and charity law. I help philanthropists, including private individuals as well as for-profit and nonprofit organizations, who wish to make the world a better place.
Through this podcast, our lawyers and guests will discuss a range of legal and business issues impacting the nonprofit world because we understand you work hard every day to make your community a better place to live and work.
We hope you will appreciate discussions of basic legal principles, as well as in-depth technical discussions of the legal and regulatory landscape.
Topical presentations and guests on EO Radio Show will focus on helping you reach a solid understanding of what it takes to organize, operate and lead an effective charitable organization that presents itself as a professional and trustworthy partner.
Starting with a key legal concept, each show will focus on an essential piece of the framework in which charities operate, and will explain how the right understanding leads to a well-functioning organization.
We will also help you understand the legal world in which charities operate and will provide detailed links and connections to additional resources on the topic of the day.
We want you to think of EO Radio Show as a modern-day audio treatise on charity legal issues and the practical application of legal principles of effective operation of a charity.
EO Radio Show is for all professionals, whether you are leading, funding, advising, or operating a public charity or private foundation that aspires to be a force for good in your space. You work hard every day to make your communities and the world a better place.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is Episode 161 of the EO Radio Show. This episode is the second refresh of episode 19, titled "Five Tax Traps for Business Lawyers Advising Nonprofit Organizations." The original episode was released in October 2022 and was first refreshed in June 2025. Since then, the legal landscape has shifted enough to warrant another update.
The traps themselves have not changed. Rather, recent developments provide new illustrations of why these issues remain important. The original episode continues to serve as an excellent reminder of the issue-spotting skills that are essential to the competent representation of charitable organizations.
Show Notes:
EO Radio Show #84: Nonprofit Book Review: ABA Guidebook for Directors of Nonprofit Corporations
EO Radio Show #107: Nonprofit Basics: Unrelated Business Income Tax: Basic Rules for Charities – Part 1
EO Radio Show #108: Nonprofit Basics: Unrelated Business Income Tax: Modifications and Exceptions – Part 2
EO Radio Show #109: Nonprofit Basics: Unrelated Business Income Tax: Debt Financed Income – Part 3
EO Radio Show YouTube Playlist: Nonprofit Basics
IRS Form 990 and Schedules A through R: https://www.irs.gov/forms-pubs/about-form-990
IRS Form 990 EZ: https://www.irs.gov/forms-pubs/about-form-990-ez
IRS Form 990-N https://www.irs.gov/charities-non-profits/annual-electronic-filing-requirement-for-small-exempt-organizations-form-990-n-e-postcard
Description of Statutory Employees https://www.irs.gov/charities-non-profits/exempt-organizations-who-is-a-statutory-employee
EO Radio Show #6: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 1: Candidate Campaign Intervention
EO Radio Show #7: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 2: Legislative Lobbying Activities by Public Charities
EO Radio Show #8: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 3: Private Foundation Approaches to Policy Advocacy Allowed by the Internal Revenue Code
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 160 is the third of three episodes focusing on gift acceptance policies for public charities. In this episode, I will focus on aspects of the gift acceptance policy that address IRS compliance, donor recognition, and implementation.
In episode 159, I talked about the spectrum of gifts. A well-crafted gift acceptance policy will cover the various types of assets that the organization wants to pursue. These range from the easiest gifts, gifts of cash, to those that are a little bit more complex, like real estate, and to the most complex things, like cryptocurrency, private company interests, and the like.
In the first episode in the series, episode 158, I provided an introduction to why gift acceptance policies matter, what they are, the governing principles, and who makes decisions at each step of the gift intake process.
Show Notes:
Publication 526 (2025), Charitable Contributions | Internal Revenue Service
EO Radio Show #159: Gift Acceptance Policies Part 2: The Gift Spectrum
EO Radio Show #158: Gift Acceptance Policies Part 1: What, Why, and Who
EO Radio Show #157: A Case Study on Charitable Deduction Acknowledgment Requirements
EO Radio Show Nonprofit Governance playlist
EO Radio Show UPMIFA episodes:
#16: Basics of Impact Investing: A Conversation About Investment Policies and Evaluation Metrics For ESG Investors
#35: UPMIFA in the Context of Financial System Instability
#73: Nonprofit Basics: Unpacking Prudent Investments, PRIs, and MRIs
#82: Advice for Nonprofit Investment Committees From an Investment Advisor
#123: Investing Charity and Foundation Assets in Turbulent Times With Jennifer Nelson
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes are available at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 159 is the second of three episodes focusing on gift acceptance policies for public charities. In this episode, I'll talk about a spectrum of gifts and the diligence that applies to each. I'll have a little deeper dive into certain kinds of gifts and some planned giving vehicles.
In the first episode in the series, episode 158, I provided an introduction to why gift acceptance policies matter, what they are, the governing principles, and who makes decisions at each step of the gift intake process.
In the next episode, part three, I'll cover IRS compliance requirements, donor recognition, and the implementation of gifts subject to significant restrictions.
Show Notes:
Publication 526 (2025), Charitable Contributions | Internal Revenue Service
EO Radio Show #157: A Case Study on Charitable Deduction Acknowledgment Requirements
EO Radio Show #158: Gift Acceptance Policies Part 1: What, Why, and Who
EO Radio Show Nonprofit Governance playlist
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes are available at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is episode 158 of EO Radio Show. This episode is the first in a three-part series focusing on gift acceptance policies for public charities. The first episode will provide an introduction to why gift acceptance policies matter, what they are, the governing principles, and who makes decisions at each step of the gift intake process.
In part two, I'll cover the gift spectrum, the asset types from easy to hard that are addressed in a gift acceptance policy. I'll do a deeper dive into real estate diligence, since it's a pretty common, complex asset.
In part three, I'll cover compliance, recognition, and implementation. In that episode, I'll discuss the IRS requirements for reporting charitable contributions and other matters commonly addressed in gift acceptance policies.
Show Notes:
Publication 526 (2025), Charitable Contributions | Internal Revenue Service
EO Radio Show episode 157: A Case Study on Charitable Deduction Acknowledgment Requirements
EO Radio Show Nonprofit Governance playlist
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes are available at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is episode 157 of EO Radio Show. On June 10, 2026, the tax court issued an opinion in a case that presents a great opportunity to discuss charitable deduction acknowledgment requirements.
For listeners who want to read the opinion, we have a link to the case, Wells v. Commissioner, in the show notes. A case like this is a lot less dry than a recitation of the rules about charitable deduction acknowledgment requirements, and it's easy to empathize with the donor when the full color of real life serves as a backdrop to the legal concepts.
Show Notes: Wells v. Commissioner (T.C. Memo. 2026-49)
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes are available at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is episode 156 of EO Radio Show. Today, we are going to talk about proposed changes to the filing process requirements for charities that are required to register with the California Registry of Charities and Fundraisers. These proposed changes apply to both the initial registration and annual renewal forms filed by California charities. One might think that this episode will be of interest only to California-based charities, but that would be wrong. All charitable organizations that solicit donations from California residents should take note.
Show Notes:
Registry of Charities and Fundraisers Online Filing Service: Notice of Proposed Adoption of Regulations
Attorney General Charities Homepage
Attorney General Initial Registration CT-1 FAQ
Attorney General Registry of Charities and Fundraisers' Existing Registry Search Tool
EO Radio Show #38: Nonprofit Quick Tip: Secretary of State Filings in California and Delaware
EO Radio Show #49: Nonprofit Basics: Winding up a California Charity
EO Radio Show #51: Nonprofit Basics: How To Withdraw a Foreign Charity From California Registration
EO Radio Show #151: Charities Exiting California: Paperwork, Pitfalls, and Patience
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes are available at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. In the EO Radio Show episode 155, host Cynthia Rowland refreshes episode 41, which addresses the nonprofit basics topic of filing deadlines for nonprofit organizations. She covers both federal and state filing deadline requirements.
Be sure to check the show notes for several resources for both federal and California filing deadlines. If you're in a state other than California and you suspect you have filing requirements in that state, be sure to check out our nonprofit state filings playlist, where we cover all 50 States and the District of Columbia's filing requirements.
Show Notes:
Nonprofit State Filings playlist
Annual filing and forms for tax-exempt organizations
Required filing (Form 990 series)
Form 990 Overview Course
See Filing Phase-In for more information about which return to file
Form 990-N (e-Postcard), Annual Electronic Filing Requirement for Small Exempt Organizations
Form 8868 Application for Extension of Time to File
Form 990-series annual information returns (Forms 990, 990-EZ, 990-PF)
Form 990-N, Electronic Notice (e-Postcard) for Tax-Exempt Organizations Not Required to File Form 990 or Form 990-EZ
Form 990-T, Exempt Organization Business Income Tax Return (other than certain trusts)
Form 4720, Return of Certain Excise Taxes Under Chapters 41 and 42 of the Internal Revenue Code
FAQs about the annual reporting requirements for tax-exempt organizations
Form 990 resources and tools
Publication 557 PDF
Tax Relief in Disaster Situations
Disaster Assistance and Emergency Relief for Individuals and Businesses
Revenue Procedure 2014-11 explains the four procedures an organization may use to apply for reinstatement
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes are available at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and in episode 154 of EO Radio Show, I welcome back my partner, Ben Buchwalter, to discuss changes in employment laws affecting California employers.
Even though many people are working remotely, some employers have employees who either live in California or spend a significant amount of their work hours there. For these employees, it is crucial to ensure compliance with all applicable California laws. Additionally, we will discuss new federal standards that apply to all employees today.
Show Notes:
Benjamin Buchwalter bio
Farella employment law resources
EO Radio Show #113: Nonprofit Employer Return-to-Office Mandates: Best Practices and Litigation Risks
EO Radio Show #74: Employment Law Update for Nonprofits With Holly Sutton
EO Radio Show #28: California's New Pay Transparency Law
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes are available at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 153 of EO Radio Show focuses on the legal principles that fiscal sponsor organizations need to know. These sponsor organizations typically are charities described in Internal Revenue Code Section 501(c)(3). I include in this discussion the practical implications of sponsoring projects as well as the legal issues that can arise. I'll also explain what the terms "sponsored project" and "fiscal sponsor" mean, what they reference, and the legal framework within which these relationships operate. In this episode, I also touch on the recently introduced federal legislation, the SPONSOR Act, and its potential impact on the nonprofit sector as it relates to operating fiscally sponsored projects.
I want to flag some late‑breaking news that came out on April 23rd. The Treasury Department announced that the IRS plans to revise Form 990 to improve transparency, strengthen tax administration, and provide clearer reporting on certain activities of tax-exempt organizations. Notably, those areas include government contracts, government grants, and fiscal sponsorship arrangements. The Treasury and IRS expect to publish proposed regulations and to provide an opportunity for public comment before finalizing reporting changes. As you listen today, keep in mind that the rules, reporting requirements, and practical implications may change in the near future. I'll cover those developments in future episodes as more information becomes available.
For today, I want to focus especially on the issues that matter most to new or first‑time fiscal sponsors — organizations that may be exploring fiscal sponsorship as a one‑off opportunity, or operating charities that want to dip a toe into it to advance their mission by bringing in founders with similar ideas.
Show Notes:
SPONSOR Act: https://www.congress.gov/bill/119th-congress/senate-bill/3942/titles
EO Radio Show #29: Nonprofit Basics: What You Need To Know About Expenditure Responsibility
EO Radio Show #58: Nonprofit Basics: What Nonprofits Need To Know About Expenditure Responsibility Grant Requirements
EO Radio Show #131: Nonprofit Basics: Grant Agreement Best Practices
EO Radio Show #132: Nonprofit Basics: Grant Agreements—Matching Grants, IP, Recoverable Grants & More
EO Radio Show #149: Grantmaking Due Diligence: A Risk-Based Approach for Charitable Giving
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes are available at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and in EO Radio Show episode 152 I'm focusing on what charitable entrepreneurs need to know when launching a new charitable initiative and are considering whether fiscal sponsorship is the right way to incubate, that is test and build a new idea, or a good short-term vehicle to run a time-limited charitable activity without going through the expense and timeline of forming and qualifying a standalone nonprofit organization. I'll go over what the terms "sponsored project" and "fiscal sponsor" mean and the legal context in which they operate.
Show Notes:
SPONSOR Act: https://www.congress.gov/bill/119th-congress/senate-bill/3942/titles
EO Radio Show #37: Are You Ready? Steps for Launching a New Charitable Corporation
EO Radio Show #131: Nonprofit Basics: Grant Agreement Best Practices
EO Radio Show #132: Nonprofit Basics: Grant Agreements—Matching Grants, IP, Recoverable Grants & More
EO Radio Show #149: Grantmaking Due Diligence: A Risk-Based Approach for Charitable Giving
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes are available at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is episode 151 of EO Radio Show. Today, I'm joined by my colleague, Joe Hilliard, for our review of the common pitfalls charities and foundations face when withdrawing from the California Registry of Charities and Fundraisers. That Department of the AG's office was previously known as the Registry of Charitable Trusts.
By way of background, a California nonprofit corporation that decides to cease operations and wind up its affairs must take certain steps. In California, the procedures to voluntarily wind up operations are called "dissolution" of the nonprofit corporation. Dissolution can be accomplished by either filing an action in the Superior Court or, more typically, by complying with the voluntary dissolution procedures under California corporate law.
Similarly, a foreign corporation, that is, a corporation incorporated in another state but having had operations in California or formerly solicited California residents for contributions, may cease operations in California and wish to discontinue operating here and withdraw its registration from the California Registry of Charities and Fundraisers.
In today's episode, we'll talk about the mechanics of dissolving or withdrawing.
Show Notes:
California Attorney General Charities and Fundraisers Home Page
California Attorney General Charities and Fundraisers Dissolution FAQ Page
California Attorney General Charities and Fundraisers Search Tool
Farella YouTube podcast channel
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. Each year, the IRS publishes a Dirty Dozen list of fraud schemes targeting unsuspecting taxpayers. Seven of the items on the IRS's 2026 list are of particular interest to nonprofit organizations, their donors, and their professional advisors. In this episode of EO Radio Show, episode 150, I provide a quick highlight of these schemes. A link to the IRS's full Dirty Dozen list is in the show notes.
Show Notes:
Dirty Dozen tax scams for 2026: IRS reminds taxpayers to watch out for dangerous threats | Internal Revenue Service
Farella YouTube podcast channel
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 149 of EO Radio Show provides a checklist for developing or improving the diligence checklist for grantmaking charities.
Some grantmakers do little more than check the IRS database to confirm that the grantee is recognized as a public charity. Others require reams of information from the grantees. What is the best approach? Well, as we lawyers always like to say, it depends. What I'm trying to do in this episode is give you a practical, staff-level checklist of the core due diligence items grantors should cover when evaluating a charitable organization for a grant. This episode is structured for a U.S.-based grantor, whether it's a public charity or a private foundation, and I flag enhancements for foreign or higher-risk grants.
Show Notes:
Tax Exempt Organization Search | Internal Revenue Service
EO Radio Show state filing requirements playlist
Title and Links to Episodes
EO Radio Show #99: Nonprofit Basics: International Grantmaking - Part 1 Overview and Antiterrorism Rules
EO Radio Show #101: Nonprofit Basics: International Grantmaking – Part 2 Income Tax Withholding Rules
EO Radio Show #102: Nonprofit Basics: International Grantmaking Part 3 -Special Rules for Private Foundations
EO Radio Show #131: Nonprofit Basics: Grant Agreement Best Practices
EO Radio Show #132: Nonprofit Basics: Grant Agreements—Matching Grants, IP, Recoverable Grants & More
OFAC Sanctions List Search
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is episode 148 of EO Radio Show. Here we are, solidly into the 2026 election year, and that means private foundations should refresh their understanding of election‑year issues for organizations that want to remain exempt under Internal Revenue Code section 501(c)(3), and avoid the onerous private‑foundation excise taxes that come into play if a private foundation uses its funds for impermissible legislative lobbying.
This week's episode is a refresh of the show's episode 8, originally released in 2022. For more information on related election‑year issues, you may want to go back to episode 146 for the commentary on candidate campaign intervention, or episode 147 if your interest is in what public charities may do in the lobbying arena. Episode 147 refreshed an earlier episode that focused on allowable educational and advocacy activities for public charities, including a discussion of the definition of lobbying and the two different rules that apply to public charities.
Finally, be sure to check out the show notes for resources from the IRS on these topics, and the Farella Braun + Martel YouTube channel for the complete EO Radio Show playlist.
Show Notes:
Farella Webinar: Election Year Issues for Private Foundations and Public Charities
Bolder Advocacy Podcast: https://bolderadvocacy.org/podcast/
IRS Chart: Common Tax Law Restrictions on Activities of Exempt Organizations
IRS Form 5768 for 501(h) election: https://www.irs.gov/pub/irs-pdf/f5768.pdf
National Council of Nonprofits: Taking the 501(h) Election: https://www.councilofnonprofits.org/taking-the-501h-election
Treasury Regulations on Exempt Purpose Expenditures: https://www.law.cornell.edu/cfr/text/26/56.4911-4
Farella YouTube podcasts
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is episode 147 of EO Radio Show. As most listeners are undoubtedly aware, 2026 is an election year. Charities and private foundations should refresh their understanding of election‑year issues to remain exempt under Internal Revenue Code section 501(c)(3).
This week's episode is a refresh of the show's episode 7, originally released in 2022. Today's focus is on allowable educational and advocacy activities for public charities, including a discussion of the definition of lobbying and the two rules that apply to them.
The first rule we'll discuss is the subjective test under Internal Revenue Code section 501(c)(3). And the second alternative—the elective test for charities that make the 501(h) election—allows for an objective limitation on lobbying expenditures.
For more information on related election issues, listeners may want to go back to last week's episode—that's episode 146—which covered the limitations in 501(c)(3) relating to candidate campaign intervention. And stay tuned for episode 148, addressing permissible private foundation policy advocacy activities, which differ from what is allowed for 501(c)(3) organizations classified as public charities.
Finally, be sure to check out the show notes for resources from the IRS on these topics.
Show Notes:
Farella Webinar: Election Year Issues for Private Foundations and Public Charities
Bolder Advocacy Podcast: https://bolderadvocacy.org/podcast/
IRS Chart: Common Tax Law Restrictions on Activities of Exempt Organizations
IRS Form 5768 for 501(h) election: https://www.irs.gov/pub/irs-pdf/f5768.pdf
National Council of Nonprofits: Taking the 501(h) Election: https://www.councilofnonprofits.org/taking-the-501h-election
Treasury Regulations on Exempt Purpose Expenditures: https://www.law.cornell.edu/cfr/text/26/56.4911-4
Farella YouTube podcasts
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Subscribe to Farella Insights by topic and author here.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. We're starting 2026 the way I always start election years, with a reminder to leadership of charities and private foundations to refresh their understanding of election-year issues for those organizations that want to remain exempt under Internal Revenue Code section 501(c)(3). This year, there is an update I want to call out regarding a court case in Texas and proposed federal legislation that could change the scope of the prohibition on candidate intervention by certain kinds of charities.
In the next few weeks, we'll refresh EO Radio Show episodes seven and eight, which address legislative lobbying by public charities and private foundations, also likely to be very hot topics in 2026. Be sure to check out the show notes for resources from the IRS on these topics as well.
Show Notes:
Farella Webinar: Election Year Issues for Private Foundations and Public Charities
Bolder Advocacy Resource Library
IRS Chart: Common Tax Law Restrictions on Activities of Exempt Organizations
Treasury Regulation 53.4945-3, Voter Registration Drives
Instructions for IRS Form 8940, Request for Miscellaneous Determinations, used to obtain advance approval of certain voter registration drives under IRC 4945(f)
Eastern District of Texas homepage (includes direct links to ECF/PACER and to govinfo Opinions for E.D. Tex.): https://www.txed.uscourts.gov/
E.D. Tex. Opinions on Govinfo: https://www.govinfo.gov/app/collection/uscourts/district/txed/
H.R. 2501 (119th Congress) — Free Speech Fairness Act (status: Introduced; referred to Ways and Means, 03/31/2025): https://www.congress.gov/bill/119th-congress/house-bill/2501
S. 1205 (119th Congress) — Free Speech Fairness Act (status: Introduced; referred to Finance, 03/31/2025): https://www.congress.gov/bill/119th-congress/senate-bill/1205
White House Briefing Room (official presidential statements, speeches, and releases): https://www.whitehouse.gov/briefing-room/
Farella YouTube podcasts
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and as 2025 draws to a close, it seems to me that this is a good time to share my year-end thoughts on important annual governance responsibilities and to also check in on other housekeeping that busy nonprofits sometimes overlook. These could be a good start for nonprofit leaders to add to their to-do list in the coming year. I hope you'll find this episode helpful food for thought as you think about where your organization is on these compliance matters, and these may well be the basis for your 2026 New Year's resolutions for your charity.
Show Notes:
EO Radio Show #26: Nonprofit Websites and Terms of Use – Best Practices and Common Pitfalls
EO Radio Show #27: Privacy Policy Best Practices for Nonprofits
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes are available at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this episode marks the 26th in our series of "Nonprofit Quick Tip" episodes, which focus on the details of state registration for nonprofit corporations. Today, with the help of Joe Hilliard, we look at the basic state filing requirements for nonprofit corporations operating in Kansas and Missouri. With the addition of these two states, we have covered all the domestic jurisdictions for the incorporation of domestic US charitable organizations.
You can find all prior episodes on our website or on Farella's YouTube channel, where a playlist of state filing requirements is available.
Show Notes:
Farella YouTube podcast channel
Kansas:
Kansas Secretary of State Business Services Home Page: https://sos.ks.gov/businesses/businesses.html
Kansas Current Entity Search: https://www.sos.ks.gov/eforms/BusinessEntity/Search.aspx
Kansas Business One Stop for filings: https://ksbiz.kansas.gov/
Kansas Business Entity FAQ and Forms: https://sos.ks.gov/businesses/register-a-business.html
Kansas Articles of Incorporation Public Benefit: https://sos.ks.gov/forms/business_services/PBC.pdf
Kansas Application for Filing Foreign Business Application: https://sos.ks.gov/forms/business_services/FA.pdf
Kansas Information Report FAQ: https://sos.ks.gov/businesses/information-reports.html
Kansas Information Report Form: https://www.sos.ks.gov/forms/business_services/INP.pdf
Kansas Secretary of State Starting Nonprofit FAQ: https://ksbiz.kansas.gov/start/starting-a-non-profit-organization/
Kansas Attorney General Charitable Organization Registration Home Page: https://www.ag.ks.gov/divisions/civil/licensing-inspections/charitable-organization-registration
Kansas Department of Revenue Home Page: https://www.ksrevenue.gov/
Missouri:
Missouri Secretary of State Business Home Page: https://www.sos.mo.gov/business
Missouri Secretary of State Starting a Business FAQ: https://www.sos.mo.gov/business/corporations/startBusiness
Missouri Secretary of State All Business FAQ: https://www.sos.mo.gov/business/faqs
Missouri Secretary of State's current entity database: https://bsd.sos.mo.gov/
Missouri Forms and Fees Page: https://www.sos.mo.gov/business/corporations/forms
Missouri Domestic Nonprofit Articles of Incorporation Form: https://www.sos.mo.gov/CMSImages/Business/corp52.pdf?v=2025
Missouri Application for Certificate of Authority of a Foreign Nonprofit Corporation: https://www.sos.mo.gov/CMSImages/Business/corp55a.pdf?v=2025
Missouri Schedule of Fees: https://www.sos.mo.gov/CMSImages/Business/fees.pdf
Missouri online Registration Portal: https://bsd.sos.mo.gov/
Missouri online filing FAQ: https://www.sos.mo.gov/bsd/RegSysFAQ
Missouri Attorney General Charitable Registration FAQ: https://ago.mo.gov/get-help/programs-services-from-a-z/charity/for-nonprofits/registration-faqs/
Missouri Department of Revenue Nonprofit Tax FAQ: https://dor.mo.gov/taxation/business/registration/small-business/maintain/non-profit.html
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and in episode 143 of the EO Radio Show, I revisit episode 22, the second of two episodes from several years ago that explore the rules surrounding private foundations, using commentary on the Apple TV+ comedy series Loot, starring Maya Rudolph.
Season two of Loot premiered in early 2024, and season three premiered in October 2025. In this episode, we revisit the original discussions we had about the first season. But, spoiler alert, my Farella colleague, Hons Yung, and I share some, but not all, of the fun plotlines from season one. So, if you want to laugh along with the podcast, go binge-watch season one first, then come back and listen to this episode for the technical legal issues we spotted in Loot season one.
Show Notes:
Cynthia Rowland, Podcast Host, Partner, Farella Braun + Martel
Hons Yung, Partner, Farella Braun + Martel
Loot on Apple TV+
IRS form 4720 (Return of Certain Excise Taxes) Instructions
IRS Form 990PF (Annual Return of Private Foundation) Instructions
EO Radio Show Episode 6: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 1: Candidate Campaign Intervention
EO Radio Show Episode 8: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 3: Private Foundation Approaches to Policy Advocacy Allowed by the Internal Revenue Code
Hons Yung's podcast: The Verdict: Estate Planning Through Film
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and for EO Radio Show episode 142, I'm happy to refresh EO Radio Show episode 21, which was the first of our two episodes from several years ago that explored private foundation rules using the Apple TV+ series called Loot starring Maya Rudolph.
Season two of Loot premiered in early April 2024, and season three premiered in October 2025. For those of you who are new to this podcast and who would like a fun introduction to technical private foundation rules, here's the first of those two original episodes that explored season one of Loot. But, spoiler alert, my Farella colleague, Hons Yung, and I give away some, but not all, of the fun plot lines in season one. So, if you want to laugh along with the podcast, go binge-watch season one first, then come back and listen to this episode and the next one for the technical legal issues we spotted in season one of Loot.
Cynthia Rowland, Podcast Host, Partner, Farella Braun + Martel
Hons Yung, Partner, Farella Braun + Martel
Loot on Apple TV+
EO Radio Show #2: Nonprofit Basics: Designators, Members, Directors, Officers: The Who's Who of Nonprofit Governance
IRS Form 4720 (Return of Certain Excise Taxes) Instructions
IRS Form 990PF (Annual Return of Private Foundation) Instructions
Hons Yung's podcast: The Verdict: Estate Planning Through Film
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and EO Radio Show episode 141 is a refresh of episode 37, covering key questions to ask when thinking about launching a new charitable organization. Recently, I've seen a surge in interest from clients who want to incorporate a new charity. At the same time as I'm recording this episode, the federal government is still in shutdown. The IRS recently announced on October 21 that during the lapse in appropriations, applications for determination letters for tax-exempt status will not be processed. Even before the shutdown, applications had slowed. Generally, they could take a year or more to be processed. We have been seeing straightforward grant-making foundation applications being processed in about four months. Very small organizations with budgets of less than $50,000 and using Form 1023 EZ, we're getting their IRS determination letters a little bit quicker than the current state of play, but those organizations with substantial budgets had to plan on a long lead time before getting their IRS determination letter. Some new organizations will be comfortable beginning operations before the IRS letter is received, and that is feasible if there are grant funds available that are not dependent on that IRS determination letter. But for new charities that are depending on substantial contributions from individuals, grants from private foundations, or gifts from donor-advised funds, that IRS determination letter becomes more important.
So, with all that being said, it is more important than ever for today's founders to carefully consider all the requirements for the startup of a new charity so that they can launch it as quickly as possible. This episode covers key questions to ask when considering forming a new nonprofit. In addition to the tax compliance concerns, there are also state law requirements and practical considerations to think about.
Show Notes:
Statement on IRS operations limited during the lapse in appropriations; regular tax deadlines remain | Internal Revenue Service
EO Radio Show Episode 1: Nonprofit Basics: Overview of Nonprofit Charitable Organization Types: Corporation, LLC, Trust, Association and Fiscal Sponsorship
EO Radio Show EP #2: Nonprofit Basics: Designators, Members, Directors, Officers: The Who's Who of Nonprofit Governance
EO Radio Show #3: Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
EO Radio Show EP #5:Nonprofit Basics: Navigating the Complex Rules That Describe A Public Charity
EO Radio Show EP #10: Nonprofit Basics: Setting up a New Charity for Disaster Relief
EO Radio Show EP #32: Nonprofit Basics: Insider Transactions and Nonprofits – What's the Big Deal?
EO Radio Show EP #33: Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. As we've discussed in prior episodes, many new charities are established in the aftermath of disasters to help the victims, their families, and their communities. In EO Radio Show episodes 9 and 10, we covered the basics of forming and obtaining tax-exempt status for organizations whose purpose is to address specific disasters. Today's episode focuses on the special issues that arise when an employer wants to establish a charitable entity to provide disaster relief to its employees and their families, and sometimes to affected communities, often in areas where the employer has a substantial geographic footprint.
This episode was inspired by both the recent Apple TV movie "The Lost Bus," which covers the 2018 wildfire in Paradise, California, and a recently published IRS ruling that denied exempt status to an organization formed by a company to provide disaster relief to its employees. We'll walk through the facts revealed in that letter ruling and use it as a guide for the employer that might want to navigate the rules to create a charity for disaster relief for its employees and its community.
Show Notes:
Farella YouTube podcast channel
Starting and maintaining a charity for disaster relief | Internal Revenue Service
202534009.pdf
Episode 5: Nonprofit Basics: Navigating the Complex Rules That Describe A Public Charity
Episode 9: Nonprofit Basics: Charitable Support for Individuals Affected by a Disaster
Episode 10: Nonprofit Basics: Setting up a New Charity for Disaster Relief
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this episode marks the 25th in our series of "Nonprofit Quick Tip" episodes, which focus on the details of state registration for nonprofit corporations. Today, with the help of Joe Hilliard, we look at the basic state filing requirements for nonprofit corporations operating in Montana and Nebraska.
In previous episodes, we discussed filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. After today's episodes, the only remaining states are Kansas and Missouri.
You can find all prior episodes on our website or on Farella's YouTube channel, where a playlist is available for state filing requirements.
Show Notes:
Farella YouTube podcast channel
Montana:
Montana Secretary of State Business Services Homepage: https://biz.sosmt.gov/
Montana Current Entity Search: https://biz.sosmt.gov/search/business
Montana Business Entity FAQ: https://sosmt.gov/business/help-center/
Montana 501(c)(3) Form FAQ: here.
Montana Business Entity Forms: https://biz.sosmt.gov/forms/business
Montana Business Entity Fees: https://sosmt.gov/business/fees/
Montana Department of Justice Donations to Charities FAQ: https://dojmt.gov/office-of-consumer-protection/donations-to-charities/
Montana Department of Revenue Forms: https://revenue.mt.gov/forms/
Montana Nonprofit Association Nonprofit FAQ: https://mtnonprofit.org/mna-resources/starting-a-501c3-in-montana/
Nebraska:
Nebraska Secretary of State Business Homepage: https://designegov.nebraska.gov/business/business-services/
Nebraska Secretary of State New Business FAQ: https://sos.nebraska.gov/business-services/new-business-information
Nebraska Secretary of State current entity database: https://www.nebraska.gov/sos/corp/corpsearch.cgi?nav=search
Nebraska Forms and Fees Page: https://sos.nebraska.gov/business-services/forms-and-fee-information
Nebraska Secretary of State Business FAQ: https://sos.nebraska.gov/business-services/corporate-and-business
Nebraska eDelivery FAQ: https://www.nebraska.gov/faqs/sos/edelivery/
Nebraska Department of Revenue website: https://revenue.nebraska.gov/
Nebraska Chamber of Commerce Nonprofit FAQ: https://www.chamberofcommerce.org/nonprofit/nebraska
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is the third episode in a short series about using AI for impact and how nonprofits can work smarter in the digital age. In today's episode, I am again joined by Sly Atayee and Kirstie Tiernan from BDO. We delve into the risks and realities of adopting AI in the nonprofit sector. From securing donor data to preventing bias and managing tool sprawl, we explore how nonprofits can protect their mission while embracing innovation.
Show Notes:
Cynthia Rowland, Podcast Host, Partner, Farella Braun + Martel
Sly Atayee, Director, BDO USA, Certified Fraud Examiner
Kirstie Tiernan, Principal - Digital Go-to-Market Leader, Labs Practice Leader, BDO USA
BDO USA: The Top AI Risks in the Nonprofit Sector
EO Radio Show AI YouTube playlist
EO Radio Show #136: AI on a Shoestring: A Startup Nonprofit’s Real-Life Journey
EO Radio Show #137: Leading With AI: Nonprofit Management and Boardroom Perspectives
COSO Integrated Internal Control Framework Executive Summary
EO Radio Show Nonprofit Fraud Prevention YouTube playlist
EO Radio Show #84: Nonprofit Book Review: ABA Guidebook for Directors of Nonprofit Corporations
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is the second installment in a three-part series about using AI for impact and helping nonprofits work smarter in the digital age. We explore how nonprofits can leverage artificial intelligence to do more good.
In the previous episode, we discussed how AI can empower small nonprofits. Today, I'm joined again by Sly Atayee and Kirstie Tiernan from BDO, and we're shifting gears slightly to examine how nonprofit leaders and board members can approach AI strategically.
Show Notes:
Cynthia Rowland, Podcast Host, Partner, Farella Braun + Martel
Sly Atayee, Director, BDO USA, Certified Fraud Examiner
Kirstie Tiernan, Principal - Digital Go-to-Market Leader, Labs Practice Leader, BDO USA
BDO USA: The Top AI Risks in the Nonprofit Sector
EO Radio Show #136: AI on a Shoestring: A Startup Nonprofit’s Real-Life Journey
EO Radio Show AI YouTube playlist
EO Radio Show #84: Nonprofit Book Review: ABA Guidebook for Directors of Nonprofit Corporations
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I’m Cynthia Rowland, and this is the first episode in a short series about using AI for impact and helping nonprofits work smarter in the digital age. Over three episodes with special guests Sly Atayee and Kirstie Tiernan from BDO, we will explore how nonprofits can harness artificial intelligence to do more good, more efficiently.
In today's episode, we dive into Kirstie's journey building an AI-powered nonprofit from the ground up, and discuss how small organizations can use technology to punch above their weight.
Show Notes:
Cynthia Rowland, Podcast Host, Partner, Farella Braun + Martel
Sly Atayee, Director, BDO USA, Certified Fraud Examiner
Kirstie Tiernan, Principal - Digital Go-to-Market Leader, Labs Practice Leader, BDO USA
BDO USA: The Top AI Risks in the Nonprofit Sector
EO Radio Show AI YouTube playlist
EO Radio Show #84: Nonprofit Book Review: ABA Guidebook for Directors of Nonprofit Corporations
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 135 is the 24th in a series of "Nonprofit Quick Tip" episodes focusing on the details of state registrations of nonprofit corporations. Today, with the help of Joe Hilliard, we look at the basic state filing requirements for nonprofit corporations operating in Idaho and Iowa.
In previous episodes, we discussed filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Earlier episodes have covered 43 states and the District of Columbia. After today's episodes, the only remaining states are Kansas, Missouri, Montana, and Nebraska.
You can find all prior episodes on our website or on Farella's YouTube channel, where a playlist is available for state filing requirements.
Show Notes:
Farella YouTube podcast channel
Iowa:
Iowa Secretary of State Business Services Homepage: https://sos.iowa.gov/business-services
Iowa Current Entity Search: https://sos.iowa.gov/search/business/search.aspx
Iowa Business Entity FAQ: https://sos.iowa.gov/businesses/business-faqs
Iowa Business Entity Forms and Fees: https://sos.iowa.gov/businesses/business-entity-forms-and-fees
Iowa Domestic Nonprofit Articles FAQ: https://www.legis.iowa.gov/DOCS/ACO/IC/LINC/Section.504.202.pdf
Iowa Application for Certificate of Authority (Nonprofit) Form: https://sos.iowa.gov/business/pdf/635_0106.pdf
Iowa Annual Report FAQ: https://help.sos.iowa.gov/how-do-i-file-biennial-report
Iowa Secretary of State Nonprofit FAQ: https://sos.iowa.gov/businesses/forming-nonprofit-nonprofit-resources
Iowa Attorney General Nonprofit FAQ: https://www.iowaattorneygeneral.gov/for-businesses/professional-fundraisers-and-charity-information--registration/organizing-a-non-profit
Iowa Attorney General Charity FAQ: https://www.iowaattorneygeneral.gov/for-businesses/professional-fundraisers-and-charity-information--registration
Iowa Department of Revenue Exempt Entities FAQ: https://revenue.iowa.gov/taxes/tax-guidance/sales-use-excise-tax/sales-use-tax-guide/nonprofit-entities
The Larned A. Waterman Iowa Nonprofit Resource Center: https://inrc.law.uiowa.edu/
Idaho:
Idaho Secretary of State Business Homepage: https://sosbiz.idaho.gov/
Idaho Secretary of State current entity database: https://sosbiz.idaho.gov/search/business
Idaho Online Forms Page: https://sosbiz.idaho.gov/forms/business
Idaho Paper Forms Page: https://sos.idaho.gov/business-forms/
Idaho State Tax Commission Sales Tax Website: https://tax.idaho.gov/
Idaho Nonprofit Center: https://www.idahononprofits.org/
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is episode 134 of EO Radio Show. In today's show, I talk with my Farella colleagues, Ben Buckwalter and Jackie Gerson, about the nonprofit workplace and political speech issues. As most listeners are well aware, charitable organizations described in Internal Revenue Code Section 501(c)(3) cannot engage in candidate campaign activities, and legislative lobbying is only permitted for public charities in limited amounts and limited circumstances. Other episodes of this show go into the details about the tax law limitations on political activities by exempt organizations, and they do vary depending on whether the organization is a private foundation, a public charity, a 501(c)(4), or some other form of exempt organization. Today, however, we are going to talk about the employment law rules that nonprofit employers need to be aware of.
Show Notes:
Benjamin R. Buchwalter Bio
Jackie Gerson Bio
Speech, Safety, and the Law: When Politics Enter the Workplace (Webinar)
Farella 2025 Employment Law Symposium Recordings and Articles
EO Radio Show #113: Nonprofit Employer Return-to-Office Mandates: Best Practices and Litigation Risks
EO Radio Show #6: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 1: Candidate Campaign Intervention
EO Radio Show #7: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 2: Legislative Lobbying Activities by Public Charities
EO Radio Show #8: Election Year Issues for Private Foundations and Public Charities Part 3: Private Foundation Approaches to Policy Advocacy Allowed by the Internal Revenue Code
EO Radio Show Hot Topics playlist
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 133 is the 23rd in a series of "Nonprofit Quick Tip" episodes focusing on the details of state registration of nonprofit corporations. Today, with the help of Joe Hilliard, we look at the basic state filing requirements for nonprofit corporations operating in Mississippi and Georgia.
In previous episodes, we discussed filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Earlier episodes have covered 41 states and the District of Columbia. After today's episode, the only remaining states are Idaho, Iowa, Kansas, Missouri, Montana, and Nebraska.
You can find all prior episodes on our website or on Farella's YouTube channel, where a playlist is available for state filing requirements.
Show Notes:
Farella YouTube podcast channel
Mississippi:
Mississippi Business Services & Regulations Home Page: https://www.sos.ms.gov/business-services-regulation
Mississippi Current Entity Search: https://corp.sos.ms.gov/corp/portal/c/page/corpBusinessIdSearch/portal.aspx#clear=1
Mississippi Secretary of State Nonprofit Requirements FAQ: https://www.sos.ms.gov/business-services/non-profit-requirements
Mississippi Business Filings FAQ: https://www.sos.ms.gov/business-services/faqs
Mississippi Fees Schedule: https://www.sos.ms.gov/content/documents/Business/FeeSchedule.pdf
Mississippi Filing PowerPoint FAQ: https://www.sos.ms.gov/content/documents/Business/New%20Filing%20System.pdf
Mississippi Annual Report Filing page: https://www.sos.ms.gov/index.php/business-services/annual-reports
Mississippi Secretary of State Charitable Organizations Registration Homepage: https://charities.sos.ms.gov/online/portal/ch/page/instructions/Portal.aspx
Mississippi Department of Revenue online portal: https://www.dor.ms.gov/
Mississippi Department of Revenue Exempt Entities FAQ: https://www.dor.ms.gov/sites/default/files/Laws%26Regs/Exempt%20Entities%20(final).pdf
Georgia:
Georgia Secretary of State Business Home Page: https://sos.ga.gov/corporations-division-georgia-secretary-states-office
Georgia Secretary of State current entity database: https://ecorp.sos.ga.gov/businesssearch
Georgia Corporation filing FAQ: https://georgia.gov/register-corporation
Georgia Foreign Entity filing FAQ: https://sos.ga.gov/how-to-guide/how-to-guide-register-foreign-entity
Georgia Filing Fees and Processing FAQ: https://sos.ga.gov/sites/default/files/forms/Reference%20-%20Filing%20Fees%20%28Effective%209.6.2025%29.pdf
Georgia Business Filings FAQ: https://sos.ga.gov/page/business-division-faq
Georgia Articles of Incorporation Exemplar PDF: https://sos.ga.gov/sites/default/files/forms/Filing%20Procedure%20-%20Corporation_1.pdf
Georgia Application for Certificate of Authority form: https://sos.ga.gov/sites/default/files/forms/Application%20-%20Certificate%20of%20Authority%20for%20Profit%20or%20Nonprofit%20Corporation%20%28CD%20236%29.pdf
Georgia Publication list: at http://www.gsccca.org/clerks
Georgia Annual Report FAQ: https://sos.ga.gov/how-to-guide/how-file-annual-registration
Georgia Secretary of State Nonprofit Registration homepage: https://sos.ga.gov/how-to-guide/how-guide-charities
Georgia Secretary of State Nonprofit Registration Checklist: https://sos.ga.gov/sites/default/files/2022-01/initial_app_checklist_v2.pdf
Georgia Department of Revenue Home Page: https://gtc.dor.ga.gov/_/#1
Georgia Nonprofit Tax Exemption FAQ: https://dor.georgia.gov/taxes/sales-use-tax/tax-exempt-nonprofit-organizations
Atlanta Pro Bono Nonprofit FAQ: https://pbpatl.org/test-page/establishing-a-georgia-501c3-nonprofit-corporation/
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. In episode 131, I talked about my general form grant agreement provisions and best practices for basic grant agreements that I recommend for grants from public charities and private foundations. This week, I want to cover some special issues and important provisions that often come up and deserve careful drafting considerations. In this episode, I'll cover my thoughts on matching grant conditions, intellectual property rights, recoverable grants, and indemnification and risk management issues.
Show Notes:
Cynthia Rowland, Podcast Host, Partner, Farella Braun + Martel
Farella YouTube podcast channel
EO Radio Show #131: Nonprofit Basics: Grant Agreement Best Practices
EO Radio Show #8: Election Year Issues for Private Foundations and Public Charities Part 3: Private Foundation Approaches to Policy Advocacy Allowed by the Internal Revenue Code
EO Radio Show #30: Nonprofit Basics: Private Foundation Minimum Distribution Requirements
EO Radio Show #58: Nonprofit Basics: What Nonprofits Need To Know About Expenditure Responsibility Grant Requirements
EO Radio Show: #102: Nonprofit Basics: International Grantmaking Part 3 -Special Rules for Private Foundations
EO Radio Show #21: Loot and Private Foundation Rules – Part 1
EO Radio Show #22: Loot and Private Foundation Rules - Part 2
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is episode 131 of EO Radio Show. I'm surprised that in the three years and 130 episodes I've recorded for this show, I haven't yet devoted one to grant agreements. Well, better late than never. I've been writing a lot of grant agreements lately, so the details of these agreements are top of mind for me. In this episode, I'll talk about what makes a good form for use by grant-making charities, and I'll include some tips and observations on common and some not-so-common provisions.
Show Notes:
EO Radio Show #8: Election Year Issues Part 3: Private Foundation Approaches to Policy Advocacy Allowed by the Internal Revenue Code
EO Radio Show #30: Nonprofit Basics: Private Foundation Minimum Distribution Requirements
EO Radio Show #58: Nonprofit Basics: What Nonprofits Need To Know About Expenditure Responsibility Grant Requirements
EO Radio Show: #102: Nonprofit Basics: International Grantmaking Part 3 -Special Rules for Private Foundations
EO Radio Show #35: Hot Topic: UPMIFA in the Context of Financial System Instability
EO Radio Show #21: Loot and Private Foundation Rules – Part 1
EO Radio Show #22: Loot and Private Foundation Rules - Part 2
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 130 is our 22nd in a series of "Nonprofit Quick Tip" episodes focusing on the details of state registration of nonprofit corporations. Today, with the help of Joe Hilliard, we look at the basic state filing requirements for nonprofit corporations operating in Alabama and Arkansas.
In previous episodes, we discussed filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection to California and several other states. Earlier episodes have covered 40 states and the District of Columbia. After today's episode, the only remaining states are Georgia, Idaho, Iowa, Kansas, Mississippi, Missouri, Montana, and Nebraska.
You can find all prior episodes on our website or on Farella's YouTube channel, where a playlist is available for state filing requirements.
Show Notes:
Farella YouTube podcast channel
For Alabama:
Alabama Secretary of State Business Entities Home Page: https://www.sos.alabama.gov/business-entities
Alabama Secretary of State Online Services: https://www.alabamainteractive.org/sos/welcome.action
Alabama Current Entity Search: https://www.sos.alabama.gov/government-records/business-entity-records
Alabama Fees Schedule (effective August 2023): https://www.sos.alabama.gov/sites/default/files/form-files/FeeSchedule.pdf
Alabama Forms index: https://www.sos.alabama.gov/business-entities/business-downloads#bdCategory-2865
Alabama Domestic Name Reservation: https://www.sos.alabama.gov/sites/default/files/2022-09/domesticEntityNameReservation.pdf
Alabama Domestic Nonprofit Corporation Certificate of Incorporation: https://www.sos.alabama.gov/sites/default/files/2023-12/NonProfitIncorporation.pdf
Alabama Foreign Name Reservation: https://www.sos.alabama.gov/sites/default/files/2022-09/foreignEntityNameReservation.pdf
Alabama Foreign Corporation (Business or Non-Profit) Application for Registration: https://www.sos.alabama.gov/sites/default/files/2022-09/ForeignCorporationRegistration.pdf
Alabama Attorney General Charitable Organizations webpage: https://www.alabamaag.gov/licensing-registration/charitable-organizations/
Alabama Department of Revenue Privilege Tax Home Page: https://www.revenue.alabama.gov/individual-corporate/alabama-business-privilege-tax-and-corporate-share-tax/
Alabama Department of Revenue Sales Tax FAQ: https://www.revenue.alabama.gov/sales-use/sales-tax/
Alabama Association of Nonprofits FAQ: https://www.alabamanonprofits.org/how-to-start-a-nonprofit
For Arkansas:
Arkansas Secretary of State Business Home Page: https://www.sos.arkansas.gov/business-commercial-services-bcs
Arkansas Secretary of State current entity database: https://www.ark.org/corp-search/index.php
Arkansas Forms and Fees Page: https://www.sos.arkansas.gov/business-commercial-services-bcs/forms-fees
Arkansas Filing Processing Time FAQ: https://www.sos.arkansas.gov/business-commercial-services-bcs/for-new-business
Arkansas Nonprofit Corporation Filing Fees: https://www.sos.arkansas.gov/uploads/bcs/Non-Prof_Fees_1.pdf
Arkansas Nonprofit Domestic Forms Page: https://www.sos.arkansas.gov/business-commercial-services-bcs/nonprofit-charitable-entities/
Arkansas Articles of Incorporation – Domestic Nonprofit: https://www.sos.arkansas.gov/uploads/bcs/NPD-01_2.pdf
Arkansas Nonprofit Foreign Forms Page: https://www.sos.arkansas.gov/business-commercial-services-bcs/nonprofit-charitable-entities/nonprofit-foreign
Arkansas Application for Foreign Nonprofit Corporation Seeking to Do Business in Arkansas: https://www.sos.arkansas.gov/uploads/bcs/NPF-1_2.pdf
Arkansas Secretary of State Charitable Entities Home Page: https://www.sos.arkansas.gov/business-commercial-services-bcs/nonprofit-charitable-entities/charitable-entities
Arkansas Department of Finance & Administration Sales and Use Tax FAQ: https://www.dfa.arkansas.gov/office/taxes/excise-tax-administration/sales-use-tax/sales-and-use-tax-faqs/
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and EO Radio Show episode 129 is a refresh of episode 10, first published on August 8th, 2022. It provides a checklist of considerations when organizing a new charity to provide relief in the aftermath of a disaster.
The recent flood events in Texas and New Mexico remind us of the need to support those affected by overwhelming disasters. We know that once the headlines fade and the cleanup begins, the immense work of recovery gets underway, and that recovery effort requires financial support. Long-term recovery efforts, long-term fundraising, and a long-term commitment to the victims are sometimes best provided by a new organization formed just for that purpose. The focus of this episode is on the steps the new charitable organization must take to provide effective long-term disaster relief.
Show Notes:
Episode 128: REFRESH Nonprofit Basics: Charitable Support for Individuals Affected by a Disaster
Episode 5: Nonprofit Basics: Navigating the Complex Rules That Describe A Public Charity
RS Form 3833: Disaster Relief, Providing Assistance Through Charitable Organizations.
IRS Form 1023
IRS Publication 1771: Charitable Contributions and Substantiation Requirements
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. In the aftermath of the truly horrific 100-year flood event in Texas, as the floodwaters ebb and the long haul of recovery begins, the local and national community is stepping up to help. Many want to know how they can support victims, and others will want to find new ways to deliver the short and long-term services needed.
This episode is a "refresh" of EO Radio Show episode 9, first dropped on August 1, 2022. It addresses common legal questions that come up for charitable relief efforts for victims in the immediate aftermath of disasters. The focus of this episode is on distinguishing between charitable disaster relief for a charitable class, as compared to private gifts to a specific individual. We also cover what donors and founders need to know when supporting a new relief effort for a charitable class as a new charity or a new foundation.
Next week, I'll "refresh" another episode from 2022, with more detailed information about how to apply for tax-exempt status on an expedited basis for a new charity formed in the aftermath of a specific disaster. For those who don't want to wait a week for that episode, go back to episode 10, which is easy to find on the Farella YouTube channel. Links to that episode and other helpful information on these topics are in the show notes.
Show Notes:
Disaster Relief, Providing Assistance Through Charitable Organizations: https://www.irs.gov/pub/irs-pdf/p3833.pdf
Disaster Relief: Meaning of “Charitable Class”: https://www.irs.gov/charities-non-profits/charitable-organizations/disaster-relief-meaning-of-charitable-class
NGOsource: What Does It Mean to Be Charitable: https://www.ngosource.org/blog/what-does-it-mean-to-be-charitable
EO Radio Show #10: Nonprofit Basics: Setting up a New Charity for Disaster Relief
Cynthia Rowland, Podcast Host, Partner, Farella Braun + Martel
Farella YouTube podcast channel
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is episode 127 of EO Radio Show. Episode 127 is a "refresh" of our episode 13, first released on August 29th, 2022, which covered record retention policies, document destruction schedules, and why they matter.
Many nonprofits today have heightened concerns about legal actions, investigations by the IRS or congressional committees, as well as lawsuits, and are proactively reviewing their document management systems and policies. Regardless of these current concerns, many nonprofit leaders are or should be aware that the IRS Form 990, which is the information return for nonprofit organizations, specifically asks the filing organization if it has a document retention policy. While there is no penalty imposed by the Internal Revenue Code for not having a document retention policy, not only is it good form to be able to indicate "Yes" on Form 990, but also having a formal written retention policy is a best practice.
In the original 2022 episode, my former partner, Aviva Gilbert, joined me to provide a real-world perspective on how a document retention policy plays out in practice when a nonprofit faces an investigation or is subject to a document request involving other outside parties. Her comments are as helpful today as they were in 2022.
Show Notes:
Cynthia Rowland, Podcast Host, Partner, Farella Braun + Martel
Aviva Gilbert LinkedIn Bio
Farella Nonprofit Educations Series Webinar: Investigations, Audits, Subpoenas, Oh My!
IRS Form 990
Farella YouTube podcast channel
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. In today's episode, Cynthia Rowland is joined by David Ogburn, a senior client strategist with BNY Wealth. David will talk about the recently released BNY Annual Charitable Gift Report covering 2024. He will present the highlights from the annual report and share insights, best practices, and actionable strategy recommendations for planned giving success. This episode will be of particular interest to the charity executive leadership and board leadership alike.
Show Notes:
Cynthia Rowland, Podcast Host, Partner, Farella Braun + Martel
David Ogburn, Senior Client Strategist, BNY Wealth
BNY Wealth Annual Charitable Gift Report
EO Radio Show #123: Investing Charity and Foundation Assets in Turbulent Times With Jennifer Nelson
EO Radio Show YouTube Playlists: Private Foundations
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is the 21st in a series of quick tip episodes, focusing on the details of state registration of non-profit corporations. With the help of Joe Hilliard today, we look at the basic state filing requirements for non-profit corporations in Maryland and Pennsylvania.
In previous episodes, we discussed filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection to California. Other episodes have focused on a long list of states. These include Nevada, Arizona, Washington State, Oregon, Alaska, Hawaii, New York, New Jersey, Massachusetts, Connecticut, Maine, Vermont, Rhode Island, and New Hampshire, Florida, Louisiana, North and South Carolina, Kentucky, Tennessee, Oklahoma, Texas, New Mexico, Utah, Colorado, Wyoming, Washington, D.C, Michigan, Ohio, Illinois, Indiana, Wisconsin, Minnesota, north and South Dakota, and the Virginia. If you didn't hear your state in that list and you're not in Maryland or Pennsylvania, don't worry. We'll get to the rest of them in short order.
You can find all the prior episodes on our website or at the Farella YouTube channel, where there's a playlist just for the state filing requirement episodes.
Show Notes:
Farella YouTube podcast channel
For Maryland:
Maryland Business Express Home Page: https://egov.maryland.gov/BusinessExpress/
Maryland Current Entity Search: https://egov.maryland.gov/businessexpress/entitysearch
Maryland Secretary of State Nonprofit overview and FAQ: https://sos.maryland.gov/Charity/pages/non-profit-organization.aspx
Maryland Business Filings FAQ: https://egov.maryland.gov/BusinessExpress/Home/faq
Maryland Fees Schedule: https://egov.maryland.gov/BusinessExpress/Payment/FeesSchedule
Maryland Forms index: https://dat.maryland.gov/Pages/sdatforms.aspx
Maryland Articles of Incorporation for a Tax-Exempt Nonstock Corporation: https://dat.maryland.gov/SDAT%20Forms/ex_corp_form.pdf
Maryland Foreign Corporation Qualification: https://dat.maryland.gov/SDAT%20Forms/forcp.pdf
Maryland Processing Time FAQ: https://egov.maryland.gov/BusinessExpress/Home/ProcessingTimes
Maryland Annual Report Filing FAQ 2025: https://dat.maryland.gov/SDAT%20Forms/PPR_Forms/2025_Form1_Instructions.pdf
Maryland Annual Report 2025: https://dat.maryland.gov/SDAT%20Forms/PPR_Forms/2025_Form1.pdf
Maryland Secretary of State Charitable Organizations forms: https://sos.maryland.gov/Pages/Forms.aspx
Maryland Comptroller Nonprofit FAQ: https://interactive.marylandtaxes.gov/webapps/comptrollercra/entrance.asp
Maryland Comptroller online portal: https://services.marylandcomptroller.gov/taxes/en/new-maryland-tax-connect-portal-information?id=kb_article_view&sysparm_article=KB0010001
Maryland Department of Assessments and Taxation Portal: https://dat.maryland.gov/Pages/sdatforms.aspx
For Pennsylvania:
Pennsylvania Department of State Business Home Page: https://file.dos.pa.gov/
Pennsylvania Department of State current entity database: https://file.dos.pa.gov/search/business
Pennsylvania Fees and Payments Page: https://www.pa.gov/agencies/dos/programs/business/fees-and-payments.html
Pennsylvania online filing Forms Page: https://file.dos.pa.gov/forms/business
Pennsylvania Business Filings FAQ: https://www.pa.gov/agencies/dos/resources/business-resources/frequently-asked-questions.html
Pennsylvania Annual Report FAQ: https://www.pa.gov/agencies/dos/programs/business/types-of-filings-and-registrations/annual-reports.html
Pennsylvania Department of State's Bureau of Corporations and Charitable Organizations Register a Charity Home Page: https://www.pa.gov/services/dos/register-a-charity.html
Pennsylvania Department of State's Bureau of Corporations and Charitable Organizations Information for Charitable Organizations: https://www.pa.gov/agencies/dos/programs/charities/information-for-charities/-charitable-organizations.html
Pennsylvania Department of Revenue Application for Non-Profit Sales Tax Exemption FAQ: https://www.pa.gov/services/revenue/apply-for-non--profit-sales-tax-exemption.html
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. Many nonprofits today are worried about recent federal actions that may bring governmental scrutiny to their stated charitable mission and activities, such as audits, congressional investigations, and even threats to their status as charities described in Internal Revenue Code Section 501(c)(3). The best advice for many of those organizations is to start with a thorough review of their compliance with all federal tax laws, with the assistance of legal counsel.
For many organizations, there simply isn't room in their budget to engage a specialist lawyer with expertise in these areas, so they look to friends and family for a lawyer willing to assist pro bono. This episode is for those wonderful lawyers who are willing to lend a hand but need to come up to speed quickly on the traps for the unwary in this field. This refreshed episode first dropped in October of 2022. Listeners who want more information along these lines can take a look at the show notes for links to other episodes of the show that take a closer look at these traps.
Show Notes:
EO Radio Show #84: Nonprofit Book Review: ABA Guidebook for Directors of Nonprofit Corporations
EO Radio Show #107: Nonprofit Basics: Unrelated Business Income Tax: Basic Rules for Charities - Part 1
EO Radio Show #108: Nonprofit Basics: Unrelated Business Income Tax: Modifications and Exceptions - Part 2
EO Radio Show #109: Nonprofit Basics: Unrelated Business Income Tax: Debt Financed Income - Part 3
EO Radio Show YouTube Playlist: Nonprofit Basics
IRS Form 990 and Schedules A through R: https://www.irs.gov/forms-pubs/about-form-990
IRS Form 990 EZ https://www.irs.gov/forms-pubs/about-form-990-ez
IRS Form 990-N https://www.irs.gov/charities-non-profits/annual-electronic-filing-requirement-for-small-exempt-organizations-form-990-n-e-postcard
Description of Statutory Employees https://www.irs.gov/charities-non-profits/exempt-organizations-who-is-a-statutory-employee
EO Radio Show #6: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 1: Candidate Campaign Intervention
EO Radio Show #7: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 2: Legislative Lobbying Activities by Public Charities
EO Radio Show #8: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 3: Private Foundation Approaches to Policy Advocacy Allowed by the Internal Revenue Code
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is episode 123 of EO Radio Show. In today's episode, I welcome back Jennifer Nelson, a Senior Wealth Manager with BNY Mellon. Jennifer and I recorded this episode on Friday, May 9, 2025, and this episode posts on Monday, May 19. The investment world looks quite a bit different today than it did in May of 2024 when Jennifer and I recorded a general investment policy planning episode—and it's even a bit different than just 10 days ago, with the public securities markets continuing to swing up and down, but not quite as dramatically as in early April.
When we recorded 10 days ago, Jennifer remarked on the state of the market volatility at the time. While this past week has been a bit calmer, we’ve also seen new surprises. A major new tax bill came out of Congress, with some potentially dramatic tax implications for foundation endowments—another new factor for investment committees to take into account. And more international talks and agreements developed, with the on-again, off-again tariffs and perhaps stabilizing international agreements on the horizon. Jennifer’s remarks provide insights for investment committees and board members during these turbulent times. I hope you’ll find some useful tips in today’s episode.
Show Notes:
Cynthia Rowland, Podcast Host, Partner, Farella Braun + Martel
Jennifer Nelson, CFP, Senior Wealth Manasger, BNY Mellon Wealth Management
BNY Mellon Wealth Management Insights
EO Radio Show YouTube Playlists: Nonprofit Basics, Nonprofit Governance, Hot Topics
Prudent Management of Institutional Funds Act
“UPMIFA, Three Years Later: What’s a Prudent Director To Do?” ABA Business Law Today, Volume 18 No. 6 (July/August 2009), Cynthia R. Rowland
EO Radio Show EP #16: Basics of Impact Investing: A Conversation About Investment Policies and Evaluation Metrics For ESG Investors
EO Radio Show #35: Hot Topic: UPMIFA in the Context of Financial System Instability
Farella YouTube podcast channel
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is episode 122 of EO Radio Show. This episode on federal tax filing deadlines and penalties was first released in May of 2023. It focuses on the importance of meeting the federal tax filing deadlines that apply to charitable organizations. Most charities exempt from income tax are required to file a federal information return on the 15th day of the fifth month after the close of their fiscal year. For nonprofits that use the calendar year for accounting purposes, that's May 15th. If you haven't filed yet, don't despair. You've got a little bit of time. In this episode, I'll also touch on the penalties that can apply if your organization fails to meet these filing requirement deadlines. So listen in for more information about this important topic.
Show Notes:
Form 990, Return of Organization Exempt from Income Tax
Form 990-EZ, Short Form Return of Organization Exempt from Income Tax
See Filing Phase-In for more information about which return to file
Form 990-N (e-Postcard), Annual Electronic Filing Requirement for Small Exempt Organizations
Form 8868
Tax Relief in Disaster Situations
Disaster Assistance and Emergency Relief for Individuals and Businesses
Revenue Procedure 2014-11 explains the four procedures an organization may use to apply for reinstatement
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and today I'm joined by David Sacarelos, a principal at Baker Tilly. We do a deep dive into the penalties under the Internal Revenue Code sections that apply to insider transactions involving private foundations. Using a recently issued IRS Chief Counsel memorandum, we look at the circumstances of loans by a private foundation that led to significant penalties for indirect self-dealing and jeopardizing investments.
Show Notes:
Cynthia Rowland, Podcast Host, Partner, Farella Braun + Martel
David M. Sacarelos, CPA, CGMA, Principal, Baker Tilly US, LLP
Chief Counsel Memo 202504014
IRS Form 4720
EO Radio Show #117: REFRESH Nonprofit Basics: Insider Transactions and Nonprofits
Farella YouTube podcast channel
Clarifying Notes:
(17:06) The $20,000 maximum first-tier tax imposed on foundation managers is not indexed for inflation.
(20:59) Per Rev. Ruling 78-76, a private foundation trustee was determined to have participated in a self-dealing transaction both as a disqualified person and as a foundation manager. Consequently, he was found liable for both the tax imposed on self-dealing under IRC Sec. 4941(a) and the tax imposed on foundation managers under IRC Sec. 4941(a)(2). Depending on the facts and circumstances, it is possible to be taxed both as foundation manager and as a disqualified person.
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and EO Radio Show episode 120 is the 20th episode in a series of quick tips episodes focusing on the details of state registration of nonprofit corporations. With the help of Joe Hilliard, we look at the basic state filing requirements for nonprofit corporations operating in Virginia and West Virginia.
In previous episodes, we talked about filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection to California. Other episodes have focused on state filings in Nevada, Arizona, Washington State, Oregon, Alaska, Hawaii, New York and New Jersey, Massachusetts, Connecticut, Maine, Vermont, Rhode Island and New Hampshire, Florida and Louisiana, North Carolina and South Carolina, Kentucky, Tennessee, Oklahoma, Texas, New Mexico, Utah, Colorado, Wyoming, Washington, D.C., Michigan, Ohio, Illinois, and Indiana. We've also discussed Wisconsin, Minnesota, North Dakota, and South Dakota.
You can find all previous episodes on our website or the Farella YouTube channel, where a playlist specifically dedicated to state filing requirements is available. We'll work our way through the rest of the states in future episodes.
Show Notes:
Farella YouTube podcast channel
Virginia:
Virginia State Corporation Commission Business Services Home Page: https://www.scc.virginia.gov/businesses/
Virginia Current Entity Search: https://cis.scc.virginia.gov/EntitySearch/Index
Virginia Nonstock Corporation Forms and Fees FAQ: https://www.scc.virginia.gov/businesses/forms-and-fees/virginia-nonstock-corporations/
Virginia Articles of Incorporation for a Virginia Nonstock Corporation: https://www.scc.virginia.gov/media/sccvirginiagov-home/business-home/start-a-new-business/business-types/scc819.pdf
Virginia Nonstock Guide (PDF): https://www.scc.virginia.gov/media/sccvirginiagov-home/business-home/forms-and-fees/virginia-nonstock-corporations/nptoolkit-(1).pdf
Virginia Expedited Fees FAQ: https://www.scc.virginia.gov/businesses/about-the-clerks-office/expedited-services/
Virginia Annual Report Filing FAQ: https://www.scc.virginia.gov/businesses/business-faqs/clerks-annual-reports/
Virginia Annual Registration Filing FAQ: https://www.scc.virginia.gov/businesses/business-faqs/annual-registration-fees/
Virginia Department of Agricultural and Consumer Services Charitable Organizations website: https://www.vdacs.virginia.gov/food-charitable-solicitation.shtml
Virginia Department of Agricultural and Consumer Services Charitable Organizations FAQ: https://www.vdacs.virginia.gov/pdf/charitablesolicitationsfaqs.pdf
Virginia Department of Taxation Nonprofit Organizations FAQ: https://www.tax.virginia.gov/nonprofit-organizations
Virginia Department of Taxation Application Portal: https://www.npo.tax.virginia.gov/VTOL_External_Entity/NPOLogin.xhtml
West Virginia:
West Virginia Secretary of State Business Division Home Page: https://sos.wv.gov/business/Pages/default.aspx
West Virginia Secretary of State's current entity database: https://apps.wv.gov/sos/businessentitysearch/
West Virginia Secretary of State Forms Page: https://sos.wv.gov/Forms/Pages/default.aspx
West Virginia Nonprofit Articles of Incorporation: https://sos.wv.gov/FormSearch/Business/Corporation/cd-1np.pdf
West Virginia Out-of-State Registration FAQ: https://sos.wv.gov/business/Pages/RegOutStateBus.aspx
West Virginia Foreign Application for Certificate of Authority: https://sos.wv.gov/FormSearch/Business/Corporation/cf-1.pdf
West Virginia Secretary of State Expedite Services FAQ: https://sos.wv.gov/business/Pages/ExpediteService.aspx
West Virginia Annual Report FAQ: https://business4.wv.gov/operatemybusiness/Pages/Annual-Reporting.aspx
West Virginia Secretary of State Charitable Organizations Home Page: https://sos.wv.gov/business/Pages/Charities.aspx
West Virginia Secretary of State Charitable Organizations FAQ: https://sos.wv.gov/business/Pages/CharityFAQ.aspx
West Virginia Tax Division Home Page: https://tax.wv.gov/Business/SalesAndUseTax/Pages/SalesAndUseTax.aspx
West Virginia Tax Division Nonprofit Tax Exemption FAQ: https://tax.wv.gov/documents/tsd/tsd320.pdf
West Virginia Nonprofit Association index of helpful websites: https://wvnpa.org/starting-a-nonprofit/
West Virginia Nonprofit Association Checklist: https://wvnpa.org/content/uploads/nonprofit-start-up-checklist-a.pdf
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and in today's episode, I welcome back Dale Schroeder and Anneke Niemira from NewEdge Wealth to talk about charitable remainder trusts. Last week, we discussed charitable lead trusts and split-interest trusts in general. In this episode, Dale, Anneke, and I take a deep dive into the world of charitable remainder trusts, focusing on their technical issues and traps for the unwary.
Show Notes:
Cynthia Rowland, Podcast Host, Partner, Farella Braun + Martel
NewEdge Wealth
Anneke Niemira, Managing Director, Senior Wealth Strategist, NewEdge Wealth
Dale Schroeder, Managing Director, NewEdge Wealth
EO Radio Show #118: Charitable Split-Interest Trust Planning With Dale Schroeder and Anneke Niemira - Part One
Farella YouTube podcast channel
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. In today's episode, my guests are Dale Schroeder and Anneke Niemira with NewEdge Wealth, and our topic is charitable split-interest trusts. These come in four varieties: charitable lead annuity and unitrusts and charitable remainder annuity and unitrusts, known affectionately as CLATs and CLUTs, and CRATs and CRUTs, which are also further defined sometimes as NI-CRUTs, NIM-CRUTs, and Flip-CRUTs. That's a lot of acronyms. While the technical details are quite a lot to get one's head around, understanding the big idea for each and where each can fit into the investment planning is quite an accessible topic. In this episode, we talk about the big-picture understanding of these planning opportunities for philanthropists and the types of situations where lead trusts make a lot of sense.
In next week's episode, Dale, Anneke, and I will dive deeper into the world of charitable remainder trusts and their technical issues and traps for the unwary.
Show Notes:
Farella YouTube podcast channel
Cynthia Rowland, Podcast Host, Partner, Farella Braun + Martel
NewEdge Wealth
Anneke Niemira, Managing Director, Senior Wealth Strategist, NewEdge Wealth
Dale Schroeder, Managing Director, NewEdge Wealth
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is episode 117 of EO Radio Show. This episode is a "refresh" of episode 32, recorded in March 2023. It covers the Internal Revenue Code sections pertinent to business transactions between a nonprofit and its insiders, such as directors, executives, substantial contributors, and entities controlled by them. In the original episode, I also covered a general overview of California laws and reporting requirements that apply when such insider transactions occur.
This episode aims to give the listener a solid understanding of what constitutes a problematic insider transaction at a public charity or private foundation. We want listeners to understand the rules that apply to insider financial transactions so that nonprofit directors, trustees, and executives can carefully assess whether a proposed transaction is permissible before it happens and understand the penalties and other adverse consequences to the charitable organizations and their managers and insiders if the transaction is not allowed under the applicable laws.
Resources:
IRS Resources on Rebuttable Presumption for Compensation
IRS Form 4720 and Instructions
California Form RRF-1 and Instructions
EO Radio Show EP 34: Nonprofit Basics: Best Practices for Approving Insider Compensation Decisions
EO Radio Show EP: 33: Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
EO Radio Show EP. 22: Loot and Private Foundation Rules - Part 2
EO Radio Show EP. 21: Loot and Private Foundation Rules – Part 1
EO Radio Show EP. 5: Nonprofit Basics: Navigating the Complex Rules That Describe A Public Charity
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is episode 116 of EO Radio Show. This episode is a "refresh" of episode 37, first released in April 2023. This year, 2025, we've seen the usual strong interest in starting new charities at the beginning of the year. Given the new environment at the IRS, however, it is now more important than ever to be sure that all the preliminary work needed to set up a tax-exempt charity is in place. This episode is especially useful for founders who need a primer on essential tasks and decisions to keep in mind when starting a new nonprofit.
Show Notes:
EO Radio Show Episode 1: Nonprofit Basics: Overview of Nonprofit Charitable Organization Types: Corporation, LLC, Trust, Association and Fiscal Sponsorship
EO Radio Show EP #2: Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance
EO Radio Show #3: Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
EO Radio Show EP #5:Nonprofit Basics: Navigating the Complex Rules That Describe A Public Charity
EO Radio Show EP #10: Nonprofit Basics: Setting up a New Charity for Disaster Relief
EO Radio Show EP #32: Nonprofit Basics: Insider Transactions and Nonprofits – What’s the Big Deal?
EO Radio Show EP #33: Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and EO Radio Show episode 115 is the 19th in a series of quick tip episodes focusing on the details of state registration of nonprofit corporations. With the help of Joe Hilliard, we will look at the basic state filing requirements for nonprofit corporations operating in South Dakota and North Dakota.
In previous episodes, we talked about filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Other episodes have focused on the state filings in Nevada and Arizona, Washington State and Oregon, Alaska and Hawaii, New York and New Jersey, Massachusetts, Connecticut, Maine and Vermont, Rhode Island, New Hampshire, Florida and Louisiana, North and South Carolina, Kentucky, Tennessee, Oklahoma, Texas, New Mexico and Utah, Colorado, Wyoming, Washington, DC, Michigan, Ohio, Illinois and Indiana, and last month, Wisconsin and Minnesota.
You can find all the prior episodes on our website or the Farella YouTube channel, where there is a playlist just for state filing requirements. We'll work our way through the rest of the states in future episodes.
Show Notes:
Farella YouTube podcast channel
South Dakota:
South Dakota Secretary of State Business Services Home Page: https://sosenterprise.sd.gov/BusinessServices/Default.aspx
South Dakota Current Entity Search: https://sosenterprise.sd.gov/BusinessServices/Business/FilingSearch.aspx
South Dakota Business Entity FAQ: https://sdsos.gov/business-services/corporations/contact.aspx
South Dakota Nonprofit Corporations Forms Index and Instructions: https://sdsos.gov/business-services/corporations/corporate-forms/nonprofit-corporations.aspx
South Dakota Domestic Nonprofit Articles: https://sdsos.gov/docs/business/nonprofitarticlesofincorporation20180215.pdf
South Dakota Non-Stock Application for Certificate of Authority Foreign Nonprofit Corporation Form: https://sdsos.gov/docs/business/nonprofitforeigncertificateofauthority20180215.pdf
South Dakota Fees (note this still says of 2016 on their website: https://sdsos.gov/general-information/filing-fees.aspx
South Dakota Domestic Nonprofit Annual Report Form: https://sdsos.gov/docs/business/nonprofitdomesticannualreport20240701.pdf
South Dakota Foreign Nonprofit Annual Report Form: https://sdsos.gov/docs/business/nonprofitforeignannualreport20240701.pdf
South Dakota Consumer Protection Office of the Attorney General Charity FAQ: https://consumer.sd.gov/fastfacts/charity.aspx
South Dakota Department of Revenue Exempt Entities FAQ: https://dor.sd.gov/media/sgxnhnhl/exemptentities.pdf
North Dakota:
North Dakota Secretary of State Business and Charitable Organizations Home Page: https://firststop.sos.nd.gov/
North Dakota Secretary of State current entity database: https://firststop.sos.nd.gov/search/business
North Dakota Forms Page: https://firststop.sos.nd.gov/forms/business
North Dakota Secretary of State Nonprofit Services FAQ: https://www.sos.nd.gov/business/nonprofit-services
North Dakota Secretary of State Nonprofit Organizations Guide: https://www.sos.nd.gov/sites/www/files/documents/business/nonprofit-guide.pdf
North Dakota Nonprofit FAQ: https://www.sos.nd.gov/business/nonprofit-services/register-nonprofit/north-dakota-nonprofit
North Dakota Out of State Nonprofit registration FAQ: https://www.sos.nd.gov/business/nonprofit-services/register-nonprofit/out-state-nonprofit
North Dakota Maintaining a Nonprofit FAQ: https://www.sos.nd.gov/business/nonprofit-services/maintain-nonprofit
North Dakota Office of State Tax Commission Sales Tax FAQ: https://www.tax.nd.gov/sites/www/files/documents/guidelines/business/sales-use/guideline-exempt-organizations.pdf
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and in today's episode, I'm happy to report on the recent promotion by the IRS of a free 10-course workshop on basic topics for individuals interested in learning about tax-exempt organizations described in Internal Revenue Code Section 501(c)(3).
The online training covers many basic federal income tax rules applicable to charitable organizations. The show notes include a link to the IRS workshops. I'll summarize what the workshops cover and point listeners to additional episodes of the EO Radio Show podcast that cover similar essential basic topics under state laws.
Show Notes:
IRS Small to Mid-Size Tax Exempt Organization Workshop
Nonprofit Basics playlist
Nonprofit Risk Management playlist
Nonprofit Governance playlist
Nonprofit State Filings playlist
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. In today's episode, Cynthia Rowland talks with Farella employment lawyer Benjamin Buchwalter about a hot topic for nonprofits with employees: the surge in return to office mandates. Ben specializes in working with employers to manage and mitigate employment law risks to achieve their goals. He has deep experience defending companies in single plaintiff and class and representative action lawsuits related to discrimination, retaliation, harassment, leaves of absence, wage and hour compliance, and requests for accommodations. Through his experience defending companies of all types and sizes in litigation and as an in-house employment attorney, Ben always strives to understand what is most important to his clients in order to reach the best company-tailored resolution of disputes.
Show Notes:
Benjamin R. Buchwalter Bio
Farella 2025 Employment Law Symposium Recordings and Articles
EO Radio Show #74: Employment Law Update for Nonprofits With Holly Sutton
EO Radio Show #28: California’s New Pay Transparency Law
California’s Estrada Decision and Impact on Employers and PAGA Claims
Navigating California's New Rebuttable Presumption Law
Navigating California's Workplace Violence Prevention Law
SB 699 and AB 1076: California Enacts Further Prohibitions on Noncompete Agreements
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 112 of EO Radio Show is a "refresh" of episode 54, "Nonprofit Tenants and Lease Agreements: Best Practices and Pitfalls to Avoid." In this episode, first published on September 18, 2023, I talked with Farella partner Quinn Arntsen about leasing issues.
Last week, we dropped a "refresh" of part one of my conversation with Quinn, discussing term sheets. This episode takes a deeper dive into the lease agreement itself, covering the boilerplate provisions and why they matter to the nonprofit tenant.
Show Notes:
Farella YouTube podcast channel
Quinn Arntsen bio
EO Radio Show EP #53: Real Estate Leasing Tips for Nonprofits
EO Radio Show EP #32: Nonprofit Basics: Insider Transactions and Nonprofits – What’s the Big Deal?
EO Radio Show EP #33: Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
EO Radio Show EP #34: Nonprofit Basics: Best Practices for Approving Insider Compensation Decisions
Webinar: What Nonprofits Need to Know About Landlord-Tenants Relationships and Insurance
Nonprofit Education Series YouTube playlist
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 111 of EO Radio Show is a "refresh" of our episode 53, "Real Estate Leasing Tips for Nonprofits," first dropped on September 11, 2023. In this episode, I talk with Farella partner Quinn Arntsen about leasing issues for nonprofit tenants. Leasing real property is a big commitment. And for nonprofit executives that haven't been through the process a few times, it can be daunting, especially for a long-term lease commitment. Quinn walked us through the basic issues and the components of a term sheet for the major items that need to be considered by the nonprofit when beginning lease negotiations.
Show Notes:
Farella YouTube podcast channel
Quinn Arntsen bio
Nonprofit Education Series YouTube playlist
Webinar: What Nonprofits Need to Know About Landlord-Tenants Relationships and Insurance
EO Radio Show EP #32: Nonprofit Basics: Insider Transactions and Nonprofits – What’s the Big Deal?
EO Radio Show EP #33: Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
EO Radio Show EP #34: Nonprofit Basics: Best Practices for Approving Insider Compensation Decisions
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and EO Radio Show episode 110 is the 18th in a series of quick tip episodes focusing on the details of state registration of nonprofit corporations. With the help of Joe Hilliard today, we will look at basic state filing requirements for nonprofit corporations operating in Wisconsin and Minnesota.
In our first state filings episode, we talked about filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Other episodes have focused on the state filings in Nevada and Arizona, Washington State and Oregon, Alaska and Hawaii, New York and New Jersey, Massachusetts and Connecticut, Maine and Vermont, Rhode Island and New Hampshire, Florida and Louisiana, North Carolina and South Carolina, Kentucky and Tennessee, Oklahoma and Texas, New Mexico and Utah, Colorado and Wyoming, Washington, D.C., Michigan and Ohio, and last month Illinois and Indiana.
You can find all the prior episodes on our website or the Farella YouTube channel, where there is a playlist just for state filing requirements. We'll work our way through the rest of the states in future episodes.
Show Notes:
Farella YouTube podcast channel
Resources for Wisconsin:
Wisconsin Department of Financial Services Home Page: https://dfi.wi.gov/Pages/Home.aspx
Wisconsin Current Entity Search: https://apps.dfi.wi.gov/apps/corpSearch/Search.aspx
Wisconsin Business Entity FAQ: https://dfi.wi.gov/Pages/BusinessServices/BusinessEntities/FAQ.aspx
Wisconsin Forms Index: https://dfi.wi.gov/Pages/BusinessServices/BusinessEntities/Forms.aspx
Wisconsin Fees: https://dfi.wi.gov/Pages/BusinessServices/BusinessEntities/Fees.aspx
Wisconsin Nonstock Articles of Incorporation Form and Instructions: hhttps://dfi.wi.gov/Documents/BusinessServices/BusinessEntities/Forms/CORP102.pdf
Wisconsin Nonstick Articles FAQ: https://dfi.wi.gov/Documents/BusinessServices/BusinessEntities/Forms/CORP102I.pdf
Wisconsin Application for Certificate of Authority Foreign Nonstock Corporation Form and Instructions: https://dfi.wi.gov/Documents/BusinessServices/BusinessEntities/Forms/CORP121.pdf
Wisconsin Nonstock Annual Report Form and Instructions: https://dfi.wi.gov/Documents/BusinessServices/BusinessEntities/Forms/CORP5.pdf
Wisconsin Nonstock Annual Report FAQ: https://dfi.wi.gov/Documents/BusinessServices/BusinessEntities/Forms/CORP5i.pdf
Wisconsin Department of Financial Institutions Charitable Organization FAQ: https://dfi.wi.gov/Pages/BusinessServices/CharitableProfessionalOrganizations/CharitableOrganizationsFAQ.aspx
Wisconsin Department of Financial Institutions Charitable & Professional Organization Forms: https://dfi.wi.gov/Pages/BusinessServices/CharitableProfessionalOrganizations/Forms.aspx
Wisconsin Department of Revenue Nonprofit Certificate of Exemption FAQ: https://www.revenue.wi.gov/Pages/FAQS/pcs-n-profit.aspx
Marquette University How to Form Wisconsin Nonprofit: https://libguides.marquette.edu/c.php?g=36702&p=233188
Resources for Minnesota:
Minnesota Secretary of State Business Home Page: https://www.sos.state.mn.us/business-liens
Minnesota Secretary of State current entity database: https://mblsportal.sos.state.mn.us/Business/Search
Minnesota Secretary of State Fee Schedule: https://www.sos.state.mn.us/business-liens/start-a-business/business-filing-certification-fee-schedule/
Minnesota Secretary of State Domestic Non-Profit Forms Page: https://www.sos.state.mn.us/business-liens/business-forms-fees/minnesota-non-profit-corporation-forms/
Minnesota Foreign Corporation Forms Page: https://www.sos.state.mn.us/business-liens/business-forms-fees/foreign-corporation-nonprofit-or-cooperative-forms/
Minnesota Nonprofit Articles of Incorporation: https://www.sos.state.mn.us/media/1829/nonprofitarticlesofincorporation.pdf
Minnesota Council of Nonprofits template Articles of Incorporation: https://minnesotanonprofits.org/wp-content/uploads/2024/05/sample-articles-of-incorporation.pdf
Minnesota Nonprofit Annual Report Form: https://www.sos.state.mn.us/media/1534/nonprofitrenewal.pdf
Minnesota Foreign Certificate of Authority Form: https://www.sos.state.mn.us/media/1559/foreigncorpregistration.pdf
Minnesota Foreign Annual Report: https://www.sos.state.mn.us/media/1560/foreigncorprenewal.pdf
Minnesota Attorney General Charities Home Page: https://www.ag.state.mn.us/charity/
Minnesota Attorney General Charitable Organization Initial Registration Form: https://www.ag.state.mn.us/charity/Forms/C1_InitialRegistration.pdf
Minnesota Department of Revenue Nonprofit Sales Tax Exemption Form: https://www.revenue.state.mn.us/sites/default/files/2023-06/st16.pdf
Minnesota Council of Nonprofits Forms Fees & Publications FAQ: https://minnesotanonprofits.org/resources-tools/starting-a-nonprofit/forms-fees-publications
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 109 is the third in a series of technical episodes describing the basic principles of the tax on unrelated business income generated by organizations described in Internal Revenue Code Section 501(c)(3). That includes public charities and private foundations. Most listeners are probably aware that 501(c)(3) organizations are generally exempt from income tax, but this does not mean that all income generated by the organization is free of income tax. For most organizations, unrelated business income is defined as income from a trade or business regularly carried on that is not substantially related to the charitable, educational, or other purpose that is the basis for the charity's exemption.
In episode 107, I reviewed these defined terms.
In episode 108, I explored the modifications to unrelated business taxable income that provide exceptions to income items that would otherwise fall into these definitions that are taxable but instead are categorically excluded because, generally, they constitute passive income.
In this last episode in the series, I'll cover the exception to the exceptions for income that is debt-financed and thus generally taxable.
Show Notes:
IRS Publication 598
IRS form 990-T
IRS Discussion of Qualified Sponsorship Payments
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 108 is the second in a series of technical episodes describing the basic principles of the tax on unrelated business income generated by organizations described in Internal Revenue Code Section 501(c)(3). Most listeners are probably aware that 501(c)(3) organizations are generally exempt from income tax. This does not mean that all income generated by the organization is tax-free. For most organizations, unrelated business income is defined as income from a trade or business, regularly carried on, that is not substantially related to the charitable, educational, or other exempt purpose that is the basis of the organization's tax exemption.
In episode 107, I reviewed these defined terms and provided several good examples. In this episode, I'll explore the modifications to unrelated business taxable income that provide exceptions to income items that would otherwise fall into these definitions that are taxable but instead are categorically excluded because, generally, they constitute passive income. In the third episode of the series, I'll cover the exception to the exceptions for income that is debt-financed and thus generally is taxable income.
Show Notes:
IRS Publication 598
IRS form 990-T
IRS Discussion of Qualified Sponsorship Payments
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 107 is the first in a series of technical episodes describing the basic principles of the tax on unrelated business income generated by organizations described in Internal Revenue Code Section 501(c)(3). Most listeners are probably aware that 501(c)(3) organizations are generally exempt from income tax, but this does not mean that all income generated by the organization is free of income tax. For most organizations, unrelated business income is defined as income from a trade or business, regularly carried on, that is not substantially related to the charitable, educational, or other exempt purpose that is the basis of the organization's tax exemption. In this episode, I'll talk about these defined terms. In the next episode, we'll explore the modifications to unrelated business taxable income that provide exceptions to income items that would otherwise fall into this definition of taxable income, but these are categorically excluded because they constitute generally passive income. In the third episode of this series, I'll cover the exception to the exceptions for income that is debt-financed and thus generally is taxable income.
Show Notes:
IRS Publication 598
IRS form 990-T
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is EO Radio Show episode 106. As we finish off 2025, we're presenting our 17th in the series of "Quick Tip" episodes focusing on the details of state registration of nonprofit corporations. With the help of Joe Hilliard today, we will look at basic state filing requirements for nonprofit corporations operating in Illinois and Indiana.
In a previous episode, we talked about filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Other episodes have focused on the state filings in Nevada and Arizona, Washington State and Oregon, Alaska and Hawaii, New York and New Jersey, Massachusetts and Connecticut, Maine and Vermont, Rhode Island and New Hampshire, Florida and Louisiana, North Carolina and South Carolina, Kentucky and Tennessee, Oklahoma and Texas, New Mexico and Utah, Colorado and Wyoming, Washington, D.C., and most recently Michigan and Ohio.
You can find all the prior episodes on our website or the Farella YouTube channel, where there is a playlist just for state filing requirements. We'll work our way through the rest of the states in future episodes.
Show Notes:
Farella YouTube podcast channel
Resources for Illinois:
- Illinois Secretary of State Business Services Home Page: https://www.ilsos.gov/departments/business_services/home.html
- Illinois Current Entity Search: https://www.ilsos.gov/departments/business_services/business_searches.html
- Illinois Not for Profit Forms page: https://www.ilsos.gov/publications/business_services/nfp.html
- Illinois Not for Profit Guide (pdf): https://www.ilsos.gov/publications/pdf_publications/c165.pdf
- Illinois Domestic Not for Profit Articles Filing FAQ: https://www.ilsos.gov/departments/business_services/incorporation/nfp_instructions.html
- Illinois List of Not for Profit Purposes: https://ilga.gov/legislation/ilcs/ilcs4.asp?DocName=080501050HArt%2E+3&ActID=2280&ChapterID=65&SeqStart=2700000&SeqEnd=3500000
- Illinois Articles of Incorporation General Not for Profit Corporation Act: https://www.ilsos.gov/publications/pdf_publications/nfp10210.pdf
- Illinois Foreign Corporation Application for Authority: https://www.ilsos.gov/publications/pdf_publications/nfp11315.pdf
- Illinois Not for Profit Annual Report Filing FAQ: https://www.ilsos.gov/departments/business_services/annual_reports/nfp_instructions.html
- Illinois Not for Profit Annual Report form: https://www.ilsos.gov/publications/pdf_publications/nfp11405.pdf
- Illinois Office of Attorney General Charitable Organizations website: https://illinoisattorneygeneral.gov/Consumer-Protection/Charities/Building-Better-Charities/Charity-Registration/
- Illinois Department of Revenue Tax FAQ: https://tax.illinois.gov/research/taxinformation.html
- Illinois Department of Revenue Charitable Gaming Tax FAQ: https://tax.illinois.gov/research/taxinformation/charitygaming.html
Resources for Indiana:
- Indiana Secretary of State Business Home Page: https://www.in.gov/sos/business/
- Indiana Secretary of State INBiz Home Page: https://inbiz.in.gov/BOS/Home/Index
- Indiana Secretary of State current entity database: https://inbiz.in.gov/BOS/PublicSearch/Search
- Indiana Secretary of State Forms Page: https://www.in.gov/sos/business/division-forms/business-forms/#Non_Profit_Corporations__Domestic_
- Indiana Attorney General Non-Profit & Charitable Giving Home Page: https://www.in.gov/attorneygeneral/consumer-protection-division/charities-and-donors/
- Indiana Department of Revenue Nonprofit Tax Forms and FAQ: https://www.in.gov/dor/tax-forms/nonprofit/
- Indiana Department of Revenue Nonprofit Sales Tax Exemption bulletin: https://www.in.gov/dor/files/ib17.pdf
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. As 2024 draws to a close, it seemed to me that this is a good time to share my year-end thoughts on essential annual governance responsibilities for nonprofits and also to check in on other housekeeping that busy nonprofits sometimes overlook, and that could be a good start for nonprofit leaders to put on their list of things to do in the coming year.
This episode refreshes the advice in episode 25 from December 2022. Other than updating the years by adding two at each reference, the advice still stands. I hope you find it helpful food for thought as you consider where your organization is on all these compliance matters and what might need to be attended to as this year comes to a close. Or, if you run out of time, these can be the basis for your 2025 New Year's resolutions for your charity.
Show Notes:
IRS Links:
About Form 990
FAQs re Forms W-2 and 1099 NEC
California Forms and Links:
Franchise Tax Board Form 199
Annual Registration Renewal, RRF-1
Secretary of State, Statement of Information
EO Radio Show #11 - Nonprofit Basics: Amending Nonprofit Corporation Bylaws
EO Radio Show #12 - Hot Topics: Risk Management for Cybersecurity
EO Radio Show #13 - Nonprofit Basics: Document Retention Policies and Subpoenas, and a Conversation With Aviva Gilbert on Why Good Policies Matter
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is our 16th in the series of "Nonprofit Quick Tip" episodes, focusing on state registration of nonprofit corporations. With the help of Joe Hilliard, we will look at basic state filing requirements for nonprofit corporations operating in Michigan and Ohio.
In previous episodes, we talked about filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Other episodes have focused on the state filings in Nevada, Arizona, Washington State, Oregon, Alaska, Hawaii, New York, New Jersey, Massachusetts, Connecticut, Maine, Vermont, Rhode Island, New Hampshire, Florida, Louisiana, North Carolina, South Carolina, Kentucky, Tennessee, Oklahoma, Texas, New Mexico, Utah, Colorado, Wyoming, and most recently Washington D.C.
You can find all the prior episodes on our website or the Farella YouTube channel, where there is a playlist just for state filing requirements. In future episodes, we'll work our way through the rest of the states.
Show Notes:
Farella YouTube podcast channel
Michigan Resources:
Michigan Licensing and Regulatory Affairs, Corporations Division Home Page: https://www.michigan.gov/lara/bureau-list/cscl/corps
Michigan Current Entity Search: https://cofs.lara.state.mi.us/SearchApi/Search/Search
Michigan Corporation FAQ and Forms Page: https://www.michigan.gov/lara/bureau-list/cscl/corps/forms/corporation-forms
Michigan Domestic Nonprofits FAQ: https://www.michigan.gov/lara/bureau-list/cscl/corps/corporations/types/domestic-nonprofit-corporation
Michigan Domestic Nonprofit Articles Filing FAQ Sheet: https://www.michigan.gov/lara/-/media/Project/Websites/lara/cscl/NonImages_new/Corps/CSCL-CD_269_Rev0322.pdf?rev=6468657d6993479b84c7de118e59ef64&hash=59AD101DD3858511A73876BF7249B0E4
Michigan Domestic Nonprofit Articles of Incorporation Online Form: https://www.michigan.gov/lara/-/media/Project/Websites/lara/cscl/Folder4/502_08-15.pdf?rev=fabfdceee4bf4120af8fffb3e54fe5a5&hash=D2906A523D7F38625789A67F401FE3CE
Michigan Foreign Corporation Filing FAQ: https://www.michigan.gov/lara/-/media/Project/Websites/lara/cscl/NonImages_new/Corps/CSCL_CD_268_Rev032022.pdf?rev=0b6526d639984aa487cf3e18c978d042&hash=27AC22BFE0E4B5F3437149921D65C0FA
Michigan Annual Report Filing FAQ: https://www.michigan.gov/lara/bureau-list/cscl/corps/michigan-business-roadmap/annual-reports-and-annual-statements
Michigan Consumer Protection Charities Website: https://www.michigan.gov/consumerprotection/charities
Michigan Charitable Organizations Website: https://www.michigan.gov/consumerprotection/charities/charitable-organizations
Michigan Department of Treasury Tax Exemptions FAQ: https://www.michigan.gov/taxes/business-taxes/sales-use-tax/information/exemptions-faq
Ohio Resources:
Ohio Secretary of State Business Services Home Page: https://www.ohiosos.gov/businesses/
Ohio Secretary of State Current Entity Database: https://businesssearch.ohiosos.gov/
Ohio Secretary of State Business FAQ: https://www.ohiosos.gov/businesses/information-on-starting-and-maintaining-a-business/frequently-asked-questions/
Ohio Secretary of State Forms and Fees Page: https://www.ohiosos.gov/businesses/filing-forms--fee-schedule/
Ohio Secretary of State Domestic Nonprofit Articles Form: https://www.ohiosos.gov/globalassets/business/forms/532b_web.pdf
Ohio Secretary of State Foreign Nonprofit Corporation Application for License: https://www.ohiosos.gov/globalassets/business/forms/530b.pdf
Ohio Secretary of State Statement of Continued Existence: https://www.ohiosos.gov/globalassets/business/forms/522.pdf
Ohio Attorney General Charity Registration Home Page: https://charitable.ohioago.gov/Charity-Registration
Ohio Department of Taxation Exemption FAQ: https://tax.ohio.gov/business/ohio-business-taxes/sales-and-use/information-releases/st200502
Ohio Bill 301 updating Dissolutions and Director Responsibilities: https://search-prod.lis.state.oh.us/solarapi/v1/general_assembly_135/bills/hb301/EN/05/hb301_05_EN?format=pdf
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and today's episode is the third in a series of several critical compliance topics relevant to international grantmaking by U.S. public charities and private foundations. These three rules are anti-terrorism rules, income tax withholding rules, and some special rules for private foundations.
All U.S. charitable organizations that make grants to organizations or individuals not resident in the United States need to be aware of a couple of general requirements, and private foundations have an extra set of concerns to ensure that the expenditure by the private foundation outside the United States is not penalized as a taxable expenditure and does count toward the foundation's minimum distribution requirement.
This third installment focuses on the special private foundation rules regarding expenditure responsibility and equivalency determination. I also touch on the penalties when there is a footfall or a problem with the international grant.
In the first episode of this series, I focused on the Patriot Act rules that apply to all grants, international and domestic. In the second episode, I provided a brief overview of the income tax withholding rules that apply to payments for services and that come into play when making a grant to an international organization that provides some services in the United States.
Show Notes:
Farella YouTube podcast channel
EO Radio Show #99: Nonprofit Basics: International Grantmaking - Part 1 Overview and Antiterrorism Rules
EO Radio Show #101: Nonprofit Basics: International Grantmaking – Part 2 Income Tax Withholding Rules
EO Radio Show #58: Nonprofit Basics: What Nonprofits Need To Know About Expenditure Responsibility Grant Requirements
EO Radio Show #91: REFRESH Nonprofit Basics: Navigating the Complex Rules That Describe a Public Charity
IRS Guidance on Private Foundation Grants to Foreign Organizations
- IRC Section 4945(h) - Expenditure Responsibility Issue Snapshot
- Grants by Private Foundations: Expenditure Responsibility
- Audit Technique Guides
Revenue Procedure 2017-53
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. Today's episode is the second in a three-part series addressing several critical compliance topics relevant to international grantmaking by U.S. public charities and private foundations. These are the anti-terrorism rules, the income tax withholding rules, and special rules for private foundations.
In episode 99 of the show, I launched this series with an episode focused on introducing the Patriot Act rules that apply to all grants, international and domestic, but there are particular interests when we're talking about international grantmaking.
In this episode, I'll provide a brief overview of the income tax withholding rules that apply to payments for services and that come into play when making a grant to an international organization that provides some services in the United States.
The third installment of this series will focus specifically on the special private foundation rules, which are expenditure responsibility, equivalency determination, and other techniques used by private foundations that make grants to international organizations.
Show Notes:
Farella YouTube podcast channel
IRS "About Form 1042"
About Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Organizations
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Dave Bruns, director of client services at Farella Braun + Martel, and this is the podcast's 100th episode. To mark this milestone, I'm taking over as today's host. My guest is Cynthia Rowland, Farella partner and the founder and host of EO Radio Show. Today, we'll shine a light on Cynthia and talk about her path to becoming a prominent lawyer in the nonprofit sector and the common legal challenges her clients face.
Show Notes:
Farella YouTube podcast channel
Cynthia Rowland Bio
David Bruns Bio
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show—Your Nonprofit Legal Resource. I'm Cynthia Rowland, and today's episode introduces several critical compliance topics relevant to international grantmaking by U.S. public charities and private foundations. These are the antiterrorism rules, income tax withholding rules, and special rules for private foundations.
These "basics" episodes touch on the rules for U.S. charitable organizations that make grants to organizations or individuals not resident in the United States. Grantmakers need to be aware of a couple of general requirements, and private foundations also have an extra set of concerns to ensure that the expenditure outside the United States is not penalized as a taxable expenditure. The private foundation grantmakers also want to be sure that the expenditure does count towards its minimum distribution requirement. I'll start this series with an episode focused on introducing the Patriot Act rules that apply to all grants, international and domestic.
In the next episode of this series, I'll provide a brief overview of the income tax withholding rules that apply to payments for services that come into play when making a grant to an international organization that may provide some services in the United States.
The third installment of this series will focus specifically on the special private foundation rules, expenditure responsibility, equivalency determination, and other techniques used by private foundations that make grants to international organizations.
Show Notes:
Farella YouTube podcast channel
FINCEN Patriot Act Page
OFAC Search Tool
Anti-Terrorism Best Practices
Treasury's November 8, 2002 release of voluntary best practices guidelines for U.S.-based charities in avoiding terrorist financing. (For Treasury's Anti-Terrorist Financing Guidelines: Voluntary Best Practices for U.S.-based Charities, see Doc 2002-25472 (7 original pages) [PDF] or 2002 TNT 221-17)
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show—Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is the fourth in a series of episodes in which we discuss fraud at nonprofit organizations with the expert insight of Sly Atayee, a director at the national accounting firm BDO USA and a certified fraud examiner.
In episode 94, we started with case studies of fraud at nonprofit organizations. Then, in episode 95, we discussed three immediate steps an organization can take to mitigate fraud risks. In episode 96, Sly walked us through several big-picture fraud prevention techniques for exempt organizations. Today, we wrap up the series with an "ask a certified fraud examiner" session to answer listener questions sent to our EORadioShow@fbm.com mailbox.
Show Notes:
Farella YouTube podcast channel
Sly Atayee, Director, BDO USA, Certified Fraud Examiner
ACFE - Overview of the fraud triangle: Fraud 101: What Is Fraud?
ACFE - Occupational Fraud 2024: A Report to the Nations
ACFE – Fraud Risk Management Tools
COSO Integrated Internal Control Framework Executive Summary
EO Radio Show #94: Fraud Risks at Nonprofit Organizations - Part 1
EO Radio Show #95: Steps Your Nonprofit Can Take to Mitigate Fraud Risks - Part 2
EO Radio Show #96: Fraud Prevention Techniques for Nonprofit Organizations - Part 3
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 97 is the 15th in a series of quick tip episodes focusing on the details of state registration of nonprofit corporations. With the help of Joe Hilliard, today we look at the basic filing requirements for nonprofit corporations operating in Washington, D.C., which is not a state but does have incorporation and foreign registration rules for businesses operating there.
In previous episodes, we talked about filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Other episodes have focused on the filings in Nevada and Arizona, Washington state and Oregon, Alaska and Hawaii, New York and New Jersey, Massachusetts and Connecticut, Maine and Vermont, Rhode Island and New Hampshire, Florida and Louisiana, North and South Carolina, Kentucky and Tennessee, Oklahoma and Texas, New Mexico and Utah, and last month, Colorado and Wyoming.
Show Notes:
Farella YouTube podcast channel
Resources for Washington, D.C.:
DC Department of Licensing and Consumer Protection Front Page: https://dlcp.dc.gov/
DC Corporate Registration Front Page: https://dlcp.dc.gov/node/1614386
DC Online Filings Portal: https://corponline.dcra.dc.gov/Home.aspx/Landing
DC Forms Database: https://dlcp.dc.gov/node/1622531
DC Business Registrations FAQ: https://dlcp.dc.gov/page/corporations-division-business-registration-faqs
DC Domestic Nonprofit FAQ: https://dlcp.dc.gov/node/1619136
DC Domestic Nonprofit Articles of Incorporation Form: https://dlcp.dc.gov/node/1622461
DC Foreign Registration Statement: https://dlcp.dc.gov/node/1622276
DC Fee Schedule, including expedited fees: https://dlcp.dc.gov/node/1621901
DC Nonprofit Fee Schedule: https://dlcp.dc.gov/node/1621926
DC Business Licensing Division Home Page: https://dlcp.dc.gov/service/business-licensing-division
DCLP Charitable Services Business Home Page: https://dlcp.dc.gov/node/1618416
DC Business Center Online Portal: https://mybusiness.dc.gov/login
DC Office of Tax and Revenue Exempt Organizations FAQ: https://otr.cfo.dc.gov/page/exempt-organizations-frequently-asked-questions-faqs
DC Office of Tax and Revenue Page: https://mytax.dc.gov/
DC Clean Hands FAQ: https://dlcp.dc.gov/node/1621021
DC Obtaining Clean Hands FAQ: https://otr.cfo.dc.gov/page/certificate-clean-hands
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is the third in a series of episodes studying financial fraud at nonprofit organizations. With the expert insight of Sly Atayee, a director at the national accounting firm BDO USA and a certified fraud examiner, we continue our discussion following the previous episodes where we were looking at real-life case studies of fraud at nonprofits, and some concrete steps an organization can take immediately to mitigate fraud risks.
In this episode, we wrap up our discussion on fraud prevention techniques with a close look at building an effective system of internal controls.
Our last episode in the series, "Ask a Certified Fraud Examiner," will answer listener questions. Please email them to eoradioshow@fbm.com.
Show Notes:
Sly Atayee, Director, BDO USA, Certified Fraud Examiner
COSO Integrated Internal Control Framework Executive Summary
Overview of the fraud triangle: Fraud 101: What Is Fraud?
EO Radio Show #94: Fraud Risks at Nonprofit Organizations - Part 1
EO Radio Show #95: Steps Your Nonprofit Can Take to Mitigate Fraud Risks - Part 2
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. Episode 95 is the second in a series of episodes studying financial fraud at nonprofit organizations. With the expert insight of Sly Atayee, a director at the national accounting firm BDO USA and a certified fraud examiner, we continue our discussion following the previous episode that looked at real-life case studies of fraud at nonprofit organizations.
This episode discusses steps your organization can take today to mitigate fraud risks. In the next episode, we'll look closely at fraud prevention techniques for exempt organizations.
In our last episode in the series, "Ask A Certified Fraud Examiner," we'll answer listener questions. Please email them to eoradioshow@fbm.com.
Show Notes:
Sly Atayee, Director, BDO USA, Certified Fraud Examiner
Occupational Fraud 2024: A Report to the Nations
EO Radio Show #84: Nonprofit Book Review: ABA Guidebook for Directors of Nonprofit Corporations
ABA Guidebook for Directors of Nonprofit Corporations
EO Radio Show #94: Fraud Risks at Nonprofit Organizations - Part 1
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. Episode 94 is the first in a series of episodes where we look at fraud and fraud risks at nonprofit organizations. With the expert insight of Sly Atayee, a director at the national accounting firm BDO USA and a Certified Fraud Examiner, this episode launches the series with case studies of fraud at nonprofit organizations. In the next few episodes, we’ll talk about immediate steps an organization can take to mitigate fraud risks and big-picture fraud prevention techniques for exempt organizations. Our last episode in the series, “Ask a Certified Fraud Examiner,” will answer listener questions sent to our mailbox at EORadioShow@fbm.com.
Show Notes:
Sly Atayee, Director, BDO USA, Certified Fraud Examiner
Occupational Fraud 2024: A Report to the Nations
EO Radio Show #84: Nonprofit Book Review: ABA Guidebook for Directors of Nonprofit Corporations
ABA Guidebook for Directors of Nonprofit Corporations
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. This technical episode addresses the procedures for changing the classification of an organization described in Internal Revenue Code Section 501(c)(3) as a private foundation or one of the many different types of public charities. From time to time, charitable organizations described in Section 501(c)(3) need or want to change their classification, either because they have attained sufficient support to be classified as publicly supported so they don’t want to be classified as private foundations, they aren’t able to generate sufficient public support to meet the requirements for public charity status, or governance document changes have caused a change in supporting organization classification. Or, in many cases, they were simply misclassified from the outset.
Show Notes:
Farella YouTube podcast channel
EO Radio Show - EP 5: Nonprofit Basics: Navigating the Complex Rules That Describe A Public Charity
EO Radio Show - EP 23: Nonprofit Basics: Supporting Organizations - Part 1
EO Radio Show - EP 24: Nonprofit Basics: Supporting Organizations Part 2 - Orientation for Understanding Type III Supporting Organizations
EO Radio Show - EP 61: In the Weeds With New Supporting Organization Regulations
Instructions for Form 8940 (Print version PDF)
Pay.gov
Current Form 8940 user fee information
Pub. 557, Tax-Exempt Status for Your Organization
Pub. 598, Tax on Unrelated Business Income of Exempt Organizations
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland and this is the 14th in a series of “Quick Tip” episodes focusing on the details of state registration of nonprofit corporations.
In an earlier episode, we talked about filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Other episodes have focused on the state filing requirements in Nevada and Arizona, Washington State and Oregon, Alaska and Hawaii, New York and New Jersey, Massachusetts and Connecticut, Maine and Vermont, Rhode Island and New Hampshire, Florida and Louisiana, North Carolina and South Carolina, Kentucky and Tennessee, Oklahoma and Texas, and last month New Mexico and Utah.
Today, with Joe Hilliard's help, we examine the basic state filing requirements for nonprofit corporations operating in Colorado and Wyoming.
You can find all the prior episodes on our website or the Farella YouTube Channel, where there is a playlist just for state filing requirements. In future episodes, we'll work our way through the rest of the states.
Show Notes:
Farella YouTube podcast channel
Colorado:
Colorado Business Organizations Front Page: https://www.coloradosos.gov/pubs/business/businessHome.html
Colorado Current Entity Search: https://www.coloradosos.gov/biz/BusinessEntityCriteriaExt.do
Colorado Secretary of State Formation and Filing Document Database: https://www.coloradosos.gov/pubs/business/forms_main.html#Nonprofit
Colorado Filings FAQ: https://www.coloradosos.gov/pubs/business/FAQs/filing.html
Colorado Business Fee Schedule: https://www.coloradosos.gov/pubs/info_center/fees/business.html
Colorado Domestic Nonprofit Articles of Incorporation online form: https://www.coloradosos.gov/pubs/business/helpFiles/NonprofitCorpintro.html
Colorado Domestic Nonprofit Articles of Incorporation Instructions: https://www.coloradosos.gov/pubs/business/helpFiles/NonprofitCorpChecklist.pdf
Colorado Statement of Foreign Entity Authority Instructions: https://www.coloradosos.gov/pubs/business/helpFiles/AUTHORITY_HELP.html
Colorado Statement of Foreign Entity Authority Tutorial: https://www.coloradosos.gov/pubs/info_center/eLearningCourses/FilingAStatementOfForeignEntityAuthority/index.html
Colorado Statement of Foreign Entity Authority Sample form: https://www.coloradosos.gov/pubs/business/sampleForms/AUTHORITY.pdf
Colorado Periodic Report Filing FAQ: https://www.coloradosos.gov/pubs/business/FAQs/reports.html
Colorado Secretary of State Charities and Fundraisers homepage: https://www.coloradosos.gov/pubs/charities/charitableHome.html
Colorado Secretary of State Charities and Fundraisers FAQ: https://www.coloradosos.gov/pubs/charities/instructions/charity/registration.html
Colorado Charities Fee Schedule: https://www.coloradosos.gov/pubs/info_center/fees/charitable.html
Colorado Department of Revenue Tax Exemptions Qualifications: https://tax.colorado.gov/tax-exemption-qualifications
Wyoming:
Wyoming Secretary of State Business & UCC Center: https://sos.wyo.gov/Business/Default.aspx
Wyoming Secretary of State Business Center homepage: https://wyobiz.wyo.gov/Business/Default.aspx
Wyoming Secretary of State online business registration page: https://wyobiz.wyo.gov/Business/RegistrationInstr.aspx
Wyoming Secretary of State current entity database: https://wyobiz.wyo.gov/Business/FilingSearch.aspx
Wyoming Secretary of State Business FAQ: https://sos.wyo.gov/FAQS.aspx?root=BUS
Wyoming Secretary of State Forms: https://sos.wyo.gov/Forms/Default.aspx?root=Business
Wyoming Secretary of State Domestic Nonprofit Articles form: https://sos.wyo.gov/Forms/Business/NP/NP-ArticlesIncorporation.pdf
Wyoming Secretary of State Foreign Nonprofit Corporation Application for Certificate of Authority: https://sos.wyo.gov/Forms/Business/FNP/FNP-CertificateAuthority.pdf
Wyoming Secretary of State Annual Report filing page: https://wyobiz.wyo.gov/Business/AnnualReport.aspx
Wyoming Department of Revenue homepage: https://revenue.wyo.gov
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is the fourth "refresh" of several original episodes published in the summer of 2022. As we near the end of summer, it's a good time to wrap up our revisit of some of our "nonprofit basics" episodes that cover fundamental topics that nonprofit leaders and aspiring leaders need to understand.
This refresh of episode #5 is intended to help the founder of a new charity navigate the complex rules that describe a publicly supported charity. Many people think that the designation 501(c)(3) means an organization is a charity, but there is more to it than that. In this episode, I talk about the IRS classifications that distinguish between a public charity and a private foundation. Both of these types of organizations are described in 501(c)(3), but they are subject to very different rules. So, this episode covers the four basic paths to public charity status. Then, we’ll close out with some tips for a new organization that intends to qualify for public support based on fundraising from the public or, alternatively, primarily from generating income from their exempt function.
Since this episode was first published in 2022, we've added our show to the Farella Braun + Martel YouTube channel. Listeners might want to look over the playlist on our channel that covers all the basics and also our broad coverage of the formation mechanics in many states. Take a look at the show notes for updated links.
Show Notes:
Exempt Organization Types: https://www.irs.gov/charities-non-profits/exempt-organization-types
Schedule A, Public Charity Tests: https://www.irs.gov/pub/irs-pdf/f990sa.pdf
Instructions to Schedule A: https://www.irs.gov/pub/irs-pdf/i990sa.pdf
The Wonderful World of Foundation Classification: https://www.stayexempt.irs.gov/home/depth-topics/wonderful-world-foundation-classification and
https://www.stayexempt.irs.gov/se/files/downloads/FoundationClassification_Print.pdf
Internal Revenue Code Sections: https://www.law.cornell.edu/uscode/text/26/509
https://www.law.cornell.edu/uscode/text/26/170
EO Radio Show #84: Nonprofit Book Review: ABA Guidebook for Directors of Nonprofit Corporations
Farella YouTube podcast channel
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. Episode 90 is a refresh of the third of the original episodes published in the summer of 2022. During these dog days of summer, it's a good time to bring back some of our earliest episodes that cover fundamental topics that nonprofit leaders and aspiring leaders need to understand. In this refresh of episode three, I cover the general principles of state law rules that address corporate governance. Under state law, the business and affairs of a nonprofit corporation must be managed and all corporate powers are to be exercised by and under the direction of the board of directors. Each director has personal duties to the corporation. Principally, these duties are the duty of care and the duty of loyalty. This nonprofit basics episode addresses director duties and best practices for the typical nonprofit public benefit corporation. In the first section, I summarize the duty of care, including a discussion of the manner in which a careful director meets this standard. The second section discusses the duty of loyalty with a particular emphasis on dealing with actual and potential conflicts of interest.
Since this episode was first published, we've added the podcast to our YouTube channel, so listeners might want to look over the playlist on our channel that covers all the basics and also our broad coverage of the formation mechanics in 32 states, so far. Take a look at the show notes for updated links.
Show Notes:
Attorney General’s Guide for Charities; Best Practices for nonprofits that operate or fundraise in California; see Chapter 7, Directors & Officers of Public Benefit Corporations
What Every Prospective Nonprofit Board Member Needs to Knowby Lauren A. Galbraith, family wealth partner, Farella Braun + Martel
EO Radio Show #84: Nonprofit Book Review: ABA Guidebook for Directors of Nonprofit Corporations
Farella YouTube podcast channel
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. For the next few weeks, we refresh our earliest episodes on nonprofit basics. During these dog days of summer, it's a good time to bring back some of our early episodes that cover fundamental topics that nonprofit leaders and aspiring leaders need to understand. In this refresh of episode #2, Cynthia Rowland talks about some of the roles people play in nonprofit corporation governance. We're focused here mostly on nonprofit corporations, although nonprofits can be formed as charitable trusts. Let's go over the nonprofit governance positions first and then we'll circle back to how these concepts of governance apply in the trust structure.
Since this episode was first published in the summer of 2022, we've added the podcast to our YouTube channel, so listeners might want to look over the playlist on our channel that covers all the basics and also our broad coverage of the formation mechanics in 32 states. Take a look at the show notes for updated links.
Show Notes:
New York Attorney General Publication on Nonprofit Director Responsibilities
Guidebook for Directors of Nonprofit Corporations, Third Edition
National Association of State Charity Officials Resources
EO Radio Show #84: Nonprofit Book Review: ABA Guidebook for Directors of Nonprofit Corporations
Farella YouTube podcast channel
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. For the next few weeks, we refresh several of the show's earliest episodes. During these dog days of summer, it’s a good time to bring back some of our early episodes that cover fundamental topics that nonprofit leaders and aspiring leaders need to understand. In this week's refresh of my very first episode, I provide an overview of the choices of legal form for nonprofit organizations that are intended to be tax-exempt under U.S. law. Before we even get to the questions of tax exemption, charitable fundraising, regulatory compliance, governance, and the myriad legal issues that charity and foundation leaders need to think about, a basic understanding of the legal entity is really important.
Since this first episode, we've added the podcast to our YouTube channel, so listeners might want to look over the playlist on our channel that covers all the basics and also our broad coverage of the formation mechanics in 32 states.
Show Notes:
The ABCs of Nonprofits, Second Edition By Lisa Runquist
Delaware Model Certificates of Incorporation
Model Nonprofit Corporation Act, and states where adopted
Uniform Law Commission on Uniform Unincorporated Association Act status
EO Radio Show #84: Nonprofit Book Review: ABA Guidebook for Directors of Nonprofit Corporations
Farella YouTube podcast channel
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. In Episode 87, Cynthia Rowland covers the rules that apply to a new charitable organization that wants expedited review of its application for recognition of exempt status from the Internal Revenue Service.
The IRS expects to receive 135,000 to 140,000 determination requests in 2024, and most of those requests will take more than six months to be processed. In general, the IRS reviews applications in the order received. New organizations often need that determination letter in order to start fundraising, and six months or more is a serious damper on the ability to launch new entities.
This episode will cover the required procedures to follow if an organization wants the IRS to let it jump to the front of the line.
Show notes:
Expediting Exemption Application Processing: Where to Send Request
Addresses:
After an application has been filed, a written request for expedited processing must be sent to the following address:
Internal Revenue Service P.O. Box 2508 Room 6403 Cincinnati, OH 45201
Express mail or a delivery service written request for expedited processing must be sent to the following address:
Internal Revenue Service 550 Main Street Room 6403 Cincinnati, OH 45202
You may fax your request to 855-204-6184.
Instructions for Form 1023 EZ
Farella YouTube nonprofit state filings playlist
Farella YouTube nonprofit governance playlist
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. This is the 13th in a series of “Quick Tip” episodes focusing on the details of state registration of nonprofit corporations.
In an earlier episode, we addressed filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Other episodes have focused on the state filing requirements in Nevada and Arizona, Washington State and Oregon, Alaska and Hawaii, New York and New Jersey, Massachusetts and Connecticut, Maine and Vermont, Rhode Island and New Hampshire, Florida and Louisiana, North Carolina and South Carolina, Kentucky and Tennessee, and most recently, Oklahoma and Texas.
Today, with Joe Hilliard's help, we examine the basic state filing requirements for nonprofit corporations operating in New Mexico and Utah.
You can find all the prior episodes on our website or the Farella YouTube Channel, where there is a playlist just for state filing requirements. In future episodes, we'll work our way through the rest of the states.
Show Notes:
Farella YouTube podcast channel
New Mexico:
New Mexico Secretary of State Corporations and Business Services page: https://portal.sos.state.nm.us/BFS/online/
New Mexico Business Services Front page: https://www.sos.nm.gov/business-services/start-a-business/
New Mexico Current Entity Search: https://portal.sos.state.nm.us/BFS/online/CorporationBusinessSearch
New Mexico Current Director/Officer Search: https://portal.sos.state.nm.us/BFS/online/CorporationBusinessSearch/OfficersOrDirectorsOrRAgentSearch
New Mexico Business Services FAQ: https://www.sos.nm.gov/business-services/limited-liability-and-corporation-faqs/
New Mexico New Business Tips FAQ: https://www.sos.nm.gov/steps-to-starting-a-business/
New Mexico Domestic Nonprofit Articles of Incorporation: https://www.sos.nm.gov/business-services/start-a-business/domestic-nm-non-profit-corporation/
New Mexico Foreign Nonprofit Corporation Application for Authority: https://www.sos.nm.gov/business-services/start-a-business/foreign-non-profit-corporation/
New Mexico Department of Justice Charitable Organizations FAQ: https://nmag.gov/charities/
New Mexico Department of Justice Charitable Organizations Registrar: https://secure.nmag.gov/coros/
New Mexico Taxation & Revenue page: https://www.tax.newmexico.gov/
New Mexico Taxation & Revenue FAQ: https://www.tax.newmexico.gov/businesses/
Utah:
Utah Division of Corporations main page: https://corporations.utah.gov/
Utah's current entity database: https://secure.utah.gov/bes/index.html
Utah Division of Corporations Contact page: https://corporations.utah.gov/contact/
Utah Division of Corporations Articles FAQ: https://corporations.utah.gov/business-entities/preparing-articles/
Utah Division of Corporations Domestic Nonprofit Organizations page: https://corporations.utah.gov/domestic-non-profit-corporation/
Utah Division of Corporations Domestic Nonprofit Articles form: https://corporations.utah.gov/wp-content/uploads/2023/04/incnonprofit.pdf
Utah Division of Corporations Domestic Nonprofit Articles Guide Sheet: https://corporations.utah.gov/wp-content/uploads/2021/09/howtoincnonprofit.pdf
Utah Division of Corporations Foreign Nonprofit Organizations page: https://corporations.utah.gov/business-entities/foreign-non-profit-corporation/
Utah Division of Corporations Foreign Nonprofit Articles: https://corporations.utah.gov/wp-content/uploads/2021/10/certauth.pdf
Utah Division of Corporations Annual Report filing page: https://secure.utah.gov/abr/login.html
Utah Division of Corporations Processing Times: https://corporations.utah.gov/2024/05/02/the-division-is-currently-processing/
Utah Division of Consumer Protection Charities page: hhttps://dcp.utah.gov/for-businesses/charities/
Utah State Tax Commission home page: https://incometax.utah.gov/
Utah State Tax Commission Registration for Sales Tax Exemption: https://tax.utah.gov/forms/current/tc-160.pdf
Utah State Tax Commission Registration for Corporate Tax Exemption: https://tax.utah.gov/forms/current/tc-161.pdf
Utah Nonprofits Association Guide to Nonprofits 2023 (while outdated for charity registrations, this is still a good resource): https://www.utahnonprofits.org/assets/pdf/UNA_Guide_to_Starting_a_Nonprofit_2023/
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. In episode 85, Cynthia Rowland addresses the steps needed when a charitable organization has its tax-exempt status revoked by the IRS for failure to file the required information returns, that is, form 990, 990PF, 990 EZ, or the postcard return for very small charities, 990-N.
Often, charities fall out of compliance not just with the IRS but also with the state regulators, which may include the state income tax filing requirements, charity registry filings, and Secretary of State annual or bi-annual filings.
Today, she discusses the road to recovery for an organization that wants to get back on track.
Show Notes:
Farella YouTube podcast channel
IRS website on Reinstatement
Revenue Procedure 2014-11 (PDF explains the four procedures an organization may use to apply for reinstatement)
IRS Exemption forms: Form 1023, Form 1023-EZ, Form 1024 or Form 1024-A
Additional IRS information
- Annual Reporting and Filing
- Online course - Applying for Section 501(c)(3) Status - An Overview (37 minutes)
- Revoked? Reinstated? Learn more
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. In today’s episode, Cynthia Rowland’s guest is Bill Boyd, one of the editors, along with Lisa Rundquist, of the newly published fourth edition of the American Bar Association’s Guidebook for Directors of Nonprofit Corporations. The guidebook is a useful and valuable reference that provides directors with an overall understanding of their roles and duties. The updated edition addresses general legal principles and areas of broad concern to assist the directors and the organization in obtaining the information they need to run effectively. The guidebook includes user-friendly charts, checklists, and more.
Show Notes:
Bill Boyd, Partner, Nyemaster Goode (bio and publications)
ABA Guidebook for Directors of Nonprofit Corporations
EO Radio Show playlists:
- Nonprofit Governance
- Nonprofit Hot Topics
- Nonprofit Basics
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. This is the 12th in a series of “Quick Tip” episodes focusing on the details of state registration of nonprofit corporations. In previous episodes, we addressed filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Other episodes have focused on the state filings in Nevada and Arizona, Washington State and Oregon, Alaska and Hawaii, New York and New Jersey, Massachusetts and Connecticut, Maine and Vermont, Rhode Island and New Hampshire, Florida and Louisiana, North Carolina and South Carolina, and most recently Kentucky and Tennessee.
Today, with Joe Hilliard's help, we examine the basic state filing requirements for nonprofit corporations operating in Oklahoma and Texas.
You can find all the prior episodes on our website or the Farella YouTube Channel, where there is a playlist just for state filing requirements episodes. In future episodes, we'll work our way through the rest of the states.
Show Notes:
Farella YouTube podcast channel
EO Radio Show #2: Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance
Oklahoma:
Oklahoma Secretary of Business Services page: https://www.sos.ok.gov/business/default.aspx
Oklahoma Business Entity FAQ: https://www.sos.ok.gov/business/faq.aspx
Oklahoma Current Entity Search: https://www.sos.ok.gov/corp/corpInquiryFind.aspx
Oklahoma Fee Schedule: https://www.sos.ok.gov/business/fees.aspx
Oklahoma Online Filing Library: https://www.sos.ok.gov/corp/filing.aspx
Oklahoma Downloadable Business Forms Library: https://www.sos.ok.gov/business/forms.aspx
Oklahoma Not for profit Certificate of Incorporation: https://www.sos.ok.gov/forms/Fm0008.PDF
Oklahoma Certificate of Qualification (Foreign Corporation) Form: https://www.sos.ok.gov/forms/Fm0012.PDF
Oklahoma online processing time: https://oklahoma.gov/business/launch/register-your-business.html
Oklahoma Secretary of State Charitable Organizations Page: https://www.sos.ok.gov/charity/Default.aspx
Oklahoma Secretary of State Charitable Organizations Forms: https://www.sos.ok.gov/charity/forms.aspx
Oklahoma Charitable Organization Registration Form: https://www.sos.ok.gov/forms/Fm0101.PDF
Oklahoma Tax Commission: https://oklahoma.gov/tax.html
Oklahoma Sales Tax Exemption form: https://oklahoma.gov/content/dam/ok/en/tax/documents/forms/businesses/general/Packet-E.pdf
Texas:
Texas Secretary of State business services page: https://www.sos.state.tx.us/corp/index.shtml
Texas SOSDirect Portal: https://www.sos.state.tx.us/corp/sosda/index.shtml
Texas current entity database: https://www.sos.state.tx.us/corp/sosda/index.shtml
Texas Secretary of State Nonprofit Organizations Page: https://www.sos.state.tx.us/corp/nonprofit_org.shtml
Texas Forms: https://www.sos.state.tx.us/corp/forms_boc.shtml
Texas Certificate of Formation Nonprofit Corporation form and instructions: https://www.sos.state.tx.us/corp/forms/202_boc.pdf
Texas Application for Registration for a Foreign Nonprofit Corporation form and instructions: https://www.sos.state.tx.us/corp/forms/302_boc.pdf
Texas Fees Schedule: https://www.sos.state.tx.us/corp/fees-other.shtml
Texas Filing Options FAQ: https://www.sos.state.tx.us/corp/options.shtml
Texas Attorney General Charitable Trusts page: https://www.texasattorneygeneral.gov/divisions/charitable-trusts
Texas Attorney General Charitable Trusts Registration and Filings Page: https://www.texasattorneygeneral.gov/divisions/charitable-trusts/registration-and-filings
Texas Comptroller Tax Exemptions for Qualified Organizations Page: https://comptroller.texas.gov/taxes/exempt/
Texas Comptroller Tax Exemptions Application Forms: https://comptroller.texas.gov/taxes/exempt/forms/
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. In episode 82, we revisit the duties of directors in managing investment assets.
Joining Cynthia Rowland today is Jennifer Nelson, Senior Wealth Manager with BNY Mellon. She offers practical advice for directors serving on the investment committee, best practices for developing an investment policy, investment performance measurement, the use of outside chief investment officers, and other discretionary asset management arrangements.
Show notes:
Jennifer Nelson, CFP, BNY Mellon Wealth Management
BNY Mellon Wealth Management Insights
EO Radio Show YouTube Playlists: Nonprofit Basics, Nonprofit Governance, Hot Topics
Prudent Management of Institutional Funds Act
“UPMIFA, Three Years Later: What’s a Prudent Director To Do?” ABA Business Law Today, Volume 18 No. 6 (July/August 2009), Cynthia R. Rowland
EO Radio Show EP #16: Basics of Impact Investing: A Conversation About Investment Policies and Evaluation Metrics For ESG Investors
EO Radio Show #35: Hot Topic: UPMIFA in the Context of Financial System Instability
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. In this episode, I refresh EO Radio Show episode 22, the second of our two episodes exploring private foundation rules using commentary on the comic Apple TV+ series Loot, starring Maya Rudolph.
In the second of our two original episodes exploring season one of Loot, my partner Hons Yung and I, with our unique legal lens, examine the legal aspects of the series. But a word of caution: We do reveal some, but not all, of the exciting plot lines. Before joining us, we recommend binge-watching season one first, then returning and listening to episodes 80 and 81 for the technical legal issues we had fun with when watching season one of Loot.
Season two of Loot was released early in April 2024, and we plan to revisit the Wells Foundation and private foundation rules in an episode later this spring.
Show notes:
Note to listeners from Cynthia: I did the math after the episode—$87 million is one-tenth of one percent of $87 billion!
Hons Yung, Partner, Farella Braun + Martel
Loot on Apple TV +
IRS form 4720 (Return of Certain Excise Taxes) Instructions
IRS form 990PF (Annual Return of Private Foundation) Instructions
EO Radio Show Episode 6: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 1: Candidate Campaign Intervention
EO Radio Show Episode 8: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 3: Private Foundation Approaches to Policy Advocacy Allowed by the Internal Revenue Code
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. In this episode, I'm happy to refresh EO Radio Show episode 21, the first of our two episodes exploring private foundation rules using the Apple TV+ series Loot, starring Maya Rudolph. Season two of Loot was released early in April 2024, and we plan to revisit the Wells Foundation and private foundation rules and the other legal issues in a new podcast episode later this spring.
So, to bring all of our listeners up to speed, here's the first of our two original episodes, where my partner Hons Yung and I, with our unique legal lens, explore season one of Loot. But, a word of caution, we do reveal some, but not all, of the exciting plot lines. If you're keen on joining us in dissecting the legal aspects of the series, we recommend binge-watching season one first, then returning to listen to this episode and the next one for the technical legal issues we've spotted in season one of Loot.
Show Notes:
Hons Yung, Partner, Farella Braun + Martel
Loot on Apple TV +
EO Radio ShowEpisode 2: Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance
IRS form 4720 (Return of Certain Excise Taxes) Instructions
IRS form 990PF (Annual Return of Private Foundation) Instructions
Hons Yung’s favorite movie podcast: The Rewatchables
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show—Your Nonprofit Legal Resource. In this episode, Cynthia Rowland highlights some tax schemes designed to exploit both taxpayers and the Treasury. The Internal Revenue Service just wrapped up the 2024 Dirty Dozen campaign with a warning to taxpayers about several schemes, many of which purport to benefit charitable purposes.
Fraudulent schemes threatening taxpayers can take different forms, including exploitative agreements related to bogus art donations and improper application of the rules allowing charitable planning using charitable remainder trusts, as well as outright fraudulent charitable solicitations for scammers posing as charities.
Today’s episode brings you the IRS warnings on these topics and some advice on spotting the scams.
Show Notes:
EO Radio Show YouTube channel
Nonprofit State Filings YouTube playlist
IRS Dirty Dozen list
IRS Select Check site for checking Charity eligibility
Form 14242, Report Suspected Abusive Tax Promotions or Preparers
Mailing address for reporting abusive promotions: Internal Revenue Service Lead Development Center Stop MS5040 24000 Avila Road Laguna Niguel, California 92677 3405 Fax: 877-477-9135
EO Radio Show #17: Charitable Contribution Substantiation Requirements and a Conversation About Art Appraisals With Sarah Vandeweerdt From Christie’s
EO Radio Show #71: Charitable Planning With Guest Stephanie Hood: Navigating Complex Rules and Traps for the Unwary
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. Episode 78 is the 11th in a series of Quick Tip episodes focusing on the details of state registration of nonprofit corporations. With Joe Hilliard's help today, we examine the basic state filing requirements for nonprofit corporations operating in Kentucky and Tennessee.
Previous episodes addressed filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Other episodes have focused on the state filings in Nevada and Arizona, Washington State and Oregon, Alaska and Hawaii, New York and New Jersey, Massachusetts and Connecticut, Maine and Vermont, Rhode Island and New Hampshire, Florida and Louisiana, and most recently North Carolina and South Carolina.
You can find all the prior episodes on our website or the Farella YouTube Channel, where there is a playlist just for state filing requirements. In future episodes, we'll work our way through the rest of the states.
Show Notes:
YouTube channel: www.youtube.com/@farellabraunmartel/podcasts
Kentucky Resources:
Kentucky Secretary of Business Services page: https://www.sos.ky.gov/bus/Pages/default.aspx
Kentucky Current Entity Database: https://web.sos.ky.gov/bussearchnprofile/search.aspx
Kentucky Business Filings FAQ: https://www.sos.ky.gov/bus/business-filings/Pages/default.aspx
Kentucky Filing Fees: https://www.sos.ky.gov/bus/business-filings/Pages/Fees.aspx
Kentucky Online Business Forms Library: https://www.sos.ky.gov/bus/Forms/Pages/default.aspx
Kentucky Nonprofit Articles of Incorporation: https://web.sos.ky.gov/forms/corp/NAI-Articles%20of%20Incorporation-Non-Profit%20Corporation.pdf
Kentucky Foreign Registration Form: https://web.sos.ky.gov/forms/corp/FBE-Certificate%20of%20Authorization_Foreign%20Business%20Entity.pdf
Kentucky Document Online Services Index: https://web.sos.ky.gov/ofx/
Kentucky Secretary of State FAQ, including processing times: https://www.sos.ky.gov/bus/business-filings/Pages/FAQs.aspx
Kentucky Annual Report online filing: https://web.sos.ky.gov/fasttrack/(S(dd4fvsjvqcelwxg4gqi5qfas))/ARP_Search.aspx
Kentucky Office of the Attorney General Charitable Giving Page: https://www.ag.ky.gov/Resources/Consumer-Resources/charity/Pages/default.aspx
Kentucky Attorney General Registration Requirements for Charitable Organizations: https://www.ag.ky.gov/Resources/Consumer-Resources/charity/Pages/registration.aspx
Kentucky Charities Forms Page: https://www.sosnc.gov/forms/by_title/_Charities_Charities_Sponsors
Kentucky Department of Revenue: https://revenue.ky.gov/Pages/index.aspx#
Kentucky Sales & Use Tax FAQ: https://revenue.ky.gov/Business/Sales-Use-Tax/Pages/default.aspx
Tennessee Resources:
Tennessee Secretary of State Business Division website: https://sos.tn.gov/businesses
Tennessee New Business Entities Guide: https://sos.tn.gov/businesses/guides/next-steps-for-a-new-business
Tennessee Secretary of State Business Services Page: https://tnbear.tn.gov/ecommerce/default.aspx
Tennessee current entity database: https://tnbear.tn.gov/Ecommerce/FilingSearch.aspx
Tennessee Forms and Fees: https://sos.tn.gov/businesses/forms-and-fees
Tennessee Charter Nonprofit Corporation form and instructions: https://sos-prod.tnsosgovfiles.com/s3fs-public/document/ss-4418_1.pdf?VersionId=8GR2EXCl7I79uoVn7gbENREfPCv3izGX
Tennessee Foreign Application for Certificate of Authority Nonprofit Corporation form and instructions: https://sos-prod.tnsosgovfiles.com/s3fs-public/document/ss-4432.pdf?VersionId=hU1Nyurp7V25TNK0x.1n6lwgMD4rESzx
Tennessee Annual Report video FAQ for annual reports: https://sos.tn.gov/press-releases/business-services-launches-annual-report-how-videos
Tennessee Annual Report online filing: https://tnbear.tn.gov/Ecommerce/AnnualReportID.aspx
Tennessee Secretary of State Division of Public Charities page: https://sos.tn.gov/charities
Tennessee Secretary of State Division of Public Charities Online Charity Filing System: https://tncab.sos.tn.gov/
Tennessee registered Charities entity database: https://tncab.sos.tn.gov/portal/registered-charities-search
Tennessee Nonprofits online Handbook: https://sos-prod.tnsosgovfiles.com/s3fs-public/document/A%20Guidebook%20for%20Tennessee%20Nonprofits.pdf
Tennessee Department of Revenue New Business website: https://www.tn.gov/revenue/for-businesses/for-new-businesses.html
Tennessee Department of Revenue Tax Exemptions FAQ: https://www.tn.gov/revenue/for-businesses/for-new-businesses/exemptions.html
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. This episode covers the provisions of California’s Charitable Fundraising Platforms law (Gov. Code, § 12599.9) relevant to all covered charitable fundraisers and fundraising platforms soliciting in California. Although this is a California law, it is of nationwide interest.
The California Attorney General rulemaking has just become final, and several of the new provisions of Title 11 of the California Code of Regulations (CCRs) became effective March 26, 2024. Additional provisions will become effective on June 12, 2024 and January 1, 2025.
Today, we cover the details of the reporting obligations, due diligence for the platforms, disclosure and consent requirements, and recordkeeping recommendations for charitable fundraising platforms and platform charities.
Show Notes:
YouTube channel: www.youtube.com/@farellabraunmartel/podcasts
California Attorney General Website page for Charitable Fundraising Platforms (Including Crowdfunding): oag.ca.gov/charities/pl
Form PL-1 oag.ca.gov/system/files/media/PL-1.pdf
Form PL-2 oag.ca.gov/system/files/media/PL-2.pdf
Form PL-3 oag.ca.gov/system/files/media/pf-form-PL-3.pdf
Form PL-4 oag.ca.gov/system/files/media/pf-form-PL-4.pdf
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. In episode 76, I introduce the provisions of California's Charitable Fundraising Platforms law (Gov. Code, § 12599.9). These rules are relevant to all covered charitable fundraisers and fundraising platforms that are soliciting in California, so although this is a California law, it is of nationwide interest. The California Attorney General's rulemaking has just become final, and several new provisions of the California Code of Regulations became effective on March 26, 2024. Additional provisions will become effective on June 12, 2024 and January 1, 2025. In part one, I introduce key concepts and definitions.
Resources:
YouTube channel: https://www.youtube.com/@farellabraunmartel/podcasts
California Attorney General Website page for Charitable Fundraising Platforms (Including Crowdfunding): https://oag.ca.gov/charities/pl
California Code of Regulations: Definitions Regarding Charitable Fundraising Platforms and Platform Charities
EO Radio Show #29: Nonprofit Basics: What You Need To Know About Expenditure Responsibility
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. Episode 75 is the tenth in a series of Quick Tip episodes focusing on the details of state registration of nonprofit corporations. With the help of Joe Hilliard, today we move south to look at the basic state filing requirements for nonprofit corporations operating in North Carolina and South Carolina. You can find all the prior episodes on our website or on the Farella YouTube channel, where there is a playlist just for state filing requirements. We’ll work our way through the rest of the states in future episodes.
Resources:
YouTube channel: www.youtube.com/@farellabraunmartel/podcasts
EO Radio Show EP #2: Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance
North Carolina:
North Carolina Secretary of State Nonprofit Organizations Search: North Carolina Secretary of State Charities & Fundraisers Search (sosnc.gov)
North Carolina Secretary of Business Domestic Registrations: https://www.sosnc.gov/divisions/business_registration
North Carolina current entity database: https://www.sosnc.gov/online_services/search/by_title/_Business_Registration
North Carolina Domestic Nonprofit Forms Index: https://www.sosnc.gov/forms/by_title/_Business_Registration_Nonprofit_Corporations
North Carolina Secretary of Business Foreign Registrations: https://www.sosnc.gov/Guides/register_a_foreign_business
North Carolina Foreign Registration Forms Index: https://www.sosnc.gov/Guides/register_a_foreign_business/requirements
North Carolina Document Online Submission Portal: https://www.sosnc.gov/Guides/online_submission_Of_business_filings
North Carolina Processing Times: https://www.sosnc.gov/Guides/online_submission_Of_business_filings/choose_the_examination_method
North Carolina Annual Report FAQ: https://www.sosnc.gov/frequently_asked_questions/by_title
North Carolina Secretary of State Charities Division: https://www.sosnc.gov/divisions/charities
North Carolina Secretary of State Charities Licensing: https://www.sosnc.gov/divisions/charities/licensing
North Carolina Charities Forms: https://www.sosnc.gov/forms/by_title/_Charities_Charities_Sponsors
North Carolina Charities FAQ: https://www.sosnc.gov/frequently_asked_questions/by_title/_charities_general_public
North Carolina Department of Revenue: https://www.ncdor.gov/
North Carolina Sales Tax Exemption FAQ: https://www.ncdor.gov/taxes-forms/sales-and-use-tax/sale-and-purchase-exemptions
South Carolina:
South Carolina Secretary of State Charities, Professional Fundraisers and Raffles search: https://sos.sc.gov/online-filings/charities-pfrs-and-raffles/search-charities
South Carolina Secretary of State Business Division website: https://sos.sc.gov/online-filings/business-entities
South Carolina Business Entities Online website: https://businessfilings.sc.gov/businessfiling
South Carolina Business Entities FAQ: https://sos.sc.gov/faqs-about-business-entities
South Carolina Secretary of State business resources: https://sos.sc.gov/business-resouces
South Carolina current entity database: https://businessfilings.sc.gov/BusinessFiling/Entity/Search
South Carolina Forms and Fees Schedule: https://businessfilings.sc.gov/BusinessFiling/Home/CategorizedForms
South Carolina CL-1 Initial Report form and instructions: https://dor.sc.gov/forms-site/Forms/CL1.pdf
South Carolina Department of Revenue Annual Filing FAQ: https://dor.sc.gov/tax/eleemosynary
South Carolina Secretary of State Division of Public Charities: https://sos.sc.gov/online-filings/charities-pfrs-and-raffles/charities
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. Charities, foundations, and their founders often request help addressing employment practices and compliance questions. In this episode, host Cynthia Rowland is joined by Holly Sutton, the chair of Farella’s employment law practice and first-rate resource for complicated employment issues for nonprofit and private clients. She will update us on what’s new in California and federal laws that employers need to think about. She also provides some tips on how to think about risk management and employment law compliance now that remote work is here to stay—and even small nonprofit organizations often need to navigate employment laws in several jurisdictions.
Resources:
Holly Sutton bio
Farella Employment Law Symposium YouTube playlist
Farella employment law publications
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. Episode 73 discusses frequently used terms in the nonprofit world pertaining to investment activities. Public charity and private foundation directors and officers need to understand their obligations as fiduciaries when determining whether an investment opportunity meets the criteria for a prudent investment, a program-related investment, or a mission-related investment. This episode unpacks the rules around each term, covering a basic explanation of “prudent investment,” “PRI,” and “MRI.” The episode concludes with recommendations for ensuring that a private foundation’s investments qualify as PRIs and best practices for developing an investment policy statement that covers the overall portfolio investment policy statement.
Resources:
Farella YouTube channel: www.youtube.com/@farellabraunmartel/podcasts
EO Radio Show #16: Basics of Impact Investing: A Conversation About Investment Policies and Evaluation Metrics For ESG Investors
EO Radio Show #35: Hot Topic: UPMIFA in the Context of Financial System Instability
IRS Issue Podcasts for charities: www.stayexempt.irs.gov/home/resource-library/issue-podcasts
Instructions for 990PF: www.irs.gov/pub/irs-pdf/i990pf.pdf
IRS pages on Expenditure Responsibility and Program Related Investments:
www.irs.gov/charities-non-profits/private-foundations/terms-of-grants-private-foundation-expenditure-responsibility
www.irs.gov/charities-non-profits/private-foundations/terms-of-program-related-investments-private-foundation-expenditure-responsibility
www.irs.gov/charities-non-profits/private-foundations/violations-of-expenditure-responsibility-requirements-private-foundations
UPMIFA Documents: www.uniformlaws.org/committees/community-home?CommunityKey=043b9067-bc2c-46b7-8436-07c9054064a3
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. This is the ninth in a series of “Quick Tip” episodes focusing on the details of state registration of nonprofit corporations.
In previous episodes, we talked about filing in Delaware and California, which are the most frequently used by our clients - most of whom have a connection with California. In other episodes, we focused on the state filings in Nevada, Arizona, Washington State, Oregon, Alaska, Hawaii, New York, New Jersey, Massachusetts, Connecticut, Maine, Vermont, Rhode Island, and New Hampshire.
With the help of Joe Hilliard, Senior Paralegal at Farella Braun + Martel, today we move south to look at the basic state filing requirements for nonprofit corporations operating in Florida and Louisiana. We’ll work our way through the rest of the states in future episodes.
Resources:
YouTube channel: https://www.youtube.com/@farellabraunmartel/podcasts
For Florida:
Florida Department of State Corporations page: https://dos.fl.gov/sunbiz/
Florida's current entity database: https://search.sunbiz.org/Inquiry/CorporationSearch/ByName
Florida Department of State Nonprofits formation FAQ: https://dos.fl.gov/sunbiz/start-business/efile/fl-nonprofit-corporation/
Florida Corporations Form Index: https://dos.fl.gov/sunbiz/forms/corporations/
Florida Domestic Nonprofit Articles of Incorporation Instructions: https://dos.fl.gov/sunbiz/start-business/efile/fl-nonprofit-corporation/instructions/
Florida Domestic Nonprofit Articles of Incorporation Form: https://form.sunbiz.org/pdf/cr2e006.pdf
Florida Application by a Foreign Not for Profit Corporation for Authorization to Conduct its Affairs Form: https://form.sunbiz.org/pdf/cr2e021.pdf
Florida Nonprofit Annual Report FAQ: https://dos.fl.gov/sunbiz/manage-business/efile/annual-report/
Florida Annual Report Instructions: https://dos.fl.gov/sunbiz/manage-business/efile/annual-report/instructions/
Florida Processing Dates: https://dos.fl.gov/sunbiz/document-processing-dates/
Florida Solicitations of Contributions FAQ: https://www.fdacs.gov/business-services/solicitation-of-contributions
Florida Charitable Organization Lookup: https://csapp.fdacs.gov/CSPublicApp/CheckACharity/CheckACharity.aspx
Florida Department of Revenue: https://floridarevenue.com/Pages/default.aspx
Florida Sales Tax Exemption Application FAQ and Application: https://floridarevenue.com/Forms_library/current/dr5.pdf
For Louisiana:
Louisiana Secretary of State Corporations Division website: https://www.sos.la.gov/BusinessServices/Pages/default.aspx
Louisiana geauxBIZ website: https://geauxbiz.sos.la.gov/
Louisiana Secretary of State business formations FAQ page: https://www.sos.la.gov/BusinessServices/FileBusinessDocuments/Pages/default.aspx
Louisiana Secretary of State FAQ: https://www.sos.la.gov/BusinessServices/FileBusinessDocuments/FrequentlyAskedQuestions/Pages/default.aspx?OwnershipName=FileBusinessDocuments&faqid=0
Louisiana current entity database: https://coraweb.sos.la.gov/CommercialSearch/CommercialSearch.aspx
Louisiana Forms and Fees Schedule: https://www.sos.la.gov/BusinessServices/FileBusinessDocuments/GetFormsAndFeeSchedule/Pages/default.aspx
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. This week, I am delighted to have Stephanie Hood return as my guest. Stephanie is my colleague at Farella Braun + Martel, and a key member of our top-notch estate planning practice and private client industry group.
Our clients often come to us with a request to help them think about funding charities during their lifetimes and through their estate plans. In addition to thinking about how to structure the gifts to ensure their charitable intent is carried out, many of these clients are also sensitive to the federal and state tax consequences of their gifts. Stephanie is here today to talk through the complex rules and some traps for the unwary.
Resources:
Stephanie Hood Bio
Farella YouTube Private Foundations playlist
EO Radio Show #63: New Proposed Regulations Defining Donor Advised Fund Terms
EO Radio Show #64: Exceptions to the DAF Definition Under the Proposed Regulations
EO Radio Show #65: The New Proposed Regulations on DAFs: Taxable Distributions and the Penalty Tax
EO Radio Show #44: Charitable Bequests with Stephanie Hood
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. Today’s episode focuses on IRC Section 4945(g), which provides an exception for grants to individuals so that the penalty taxes for such grants won’t apply. We cover the requirements for a private foundation to establish a program that makes grants to individuals, awarded on an objective and nondiscriminatory basis according to a procedure approved in advance by the IRS.
The episode covers the requirements for demonstrating to the satisfaction of the IRS that the grant constitutes a scholarship or fellowship grant or the grant constitutes a prize or award, the purpose of which is to achieve a specific objective, produce a report or other similar product, or improve or enhance a literary, artistic, musical, scientific, teaching, or other similar capacity, skill, or talent of the grantee.
Resources:
IRS Website link for Form 8940 and Instructions for requesting pre-approval of a grant procedure.
Compliance Guide for 501(c)(3) Private Foundations
IRS Site on Private Foundation Grants to Individuals
Private Letter Ruling 202337010
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. This is the eighth in a series of “Quick Tip” episodes focusing on the details of state registration of nonprofit corporations. With the help of Joe Hilliard, Senior Paralegal at Farella Braun + Martel, today we look at the basic state filing requirements for nonprofit corporations operating in Rhode Island and New Hampshire, such as ease of formation, available standardized documents, filing fees, and similar matters.
The laws of all the States prescribe certain formalities that organizers of business entities must go through so that the entity can be regulated and subject to legal process as a person. As with all the States we have discussed, if you do business as a nonprofit in Rhode Island or New Hampshire or solicit charitable contributions there (even if just through the nonprofit corporation’s website), the nonprofit may need to have a legal presence and be registered in these two States.
Resources:
YouTube channel: https://www.youtube.com/@farellabraunmartel/podcasts
For Rhode Island:
- Rhode Island Department of State Corporations page: https://www.sos.ri.gov/divisions/business-services
- Rhode Island's current entity database: https://business.sos.ri.gov/CorpWeb/CorpSearch/CorpSearch.aspx
- Rhode Island Department of State Nonprofits formation FAQ, including forms and fees: https://www.sos.ri.gov/divisions/business-services/non-profit/start-a-non-profit-corporation
- Rhode Island Domestic Nonprofit Articles of Incorporation form: https://docs.sos.ri.gov/documents/BusinessServices/200-articles-of-incorporation.pdf
- Rhode Island Application for Authority for a Non-Profit Corporation Form: https://docs.sos.ri.gov/documents/BusinessServices/250-certificate-of-authority.pdf
- Rhode Island Nonprofit Annual Report FAQ: https://www.sos.ri.gov/divisions/business-services/non-profit/file-your-annual-report
- Rhode Island Nonprofit Annual Report form: https://docs.sos.ri.gov/documents/BusinessServices/631-non-profit-corporation-annual-report.pdf
- Rhode Island Department of Business Regulation Charitable Organizations website: https://dbr.ri.gov/insurance-banking-securities-and-charitable-organizations/securities-and-charities/charitable
- Rhode Island Charitable Organization License Application: https://dbr.ri.gov/sites/g/files/xkgbur696/files/documents/divisions/securities/Charitable_Organizations_Application.pdf
- Rhode Island Sales Tax Exemption FAQ: https://tax.ri.gov/exemptOrg/index.php
- Rhode Island Sales Tax Exemption Application: https://tax.ri.gov/sites/g/files/xkgbur541/files/forms/2021/Field-Audit/ExemptOrgApp_w.pdf
For New Hampshire:
- New Hampshire Secretary of State Corporations Division website: https://www.sos.nh.gov/corporations
- New Hampshire Secretary of State "Quickstart" business formation page: https://quickstart.sos.nh.gov/online
- New Hampshire Secretary of State FAQ: https://sos.nh.gov/corporation-ucc-securities/corporation/faqs/
- New Hampshire current entity database: https://sos.nh.gov/corporation-ucc-securities/corporation/business-name-lookup/?id=8589984419
- New Hampshire Nonprofit Corporation FAQ: https://sos.nh.gov/corporation-ucc-securities/corporation/forms-and-fees/domestic-and-foreign-nonprofit-corporation/
- New Hampshire Domestic Nonprofit Forms and Fees FAQ: https://sos.nh.gov/corporation-ucc-securities/corporation/forms-and-fees/domestic-and-foreign-nonprofit-corporation/domestic-forms/
- New Hampshire Foreign Nonprofit Forms and Fees FAQ: https://sos.nh.gov/corporation-ucc-securities/corporation/forms-and-fees/domestic-and-foreign-nonprofit-corporation/foreign-forms/
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. Here we are, solidly in the 2024 election year, and that means that private foundations need to refresh their understanding of election year issues for organizations that want to remain exempt under Internal Revenue Code Section 501(c)(3) and avoid the onerous private foundation excise taxes that come into play if a private foundation funds impermissible legislative lobbying. This week's episode is a refresh of EO Radio Show's episode 8, first released on July 25, 2022.
For more information on these related election year issues, listeners may want to go back to episode 66, which covered the limitations in IRC Section 501(c)(3) relating to candidate campaign intervention. Episode 67 refreshed an earlier episode that focused on allowable educational and advocacy activities for public charities, including a discussion of the definition of "lobbying" and the two different rules that apply to public charity, the first of which is the subjective test of Section 501(c)(3) and the second alternative, which is the elective test for charities that make the 501(h) election.
Resources:
Webinar: Election Year Issues for Private Foundations and Public Charities
Bolder Advocacy Article: Private Foundations May Advocate
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. As most listeners are undoubtedly aware, 2024 is an election year, and that means that charities and private foundations need to refresh their understanding of election-year issues for organizations that want to remain exempt under Internal Revenue Code Section 501(c)(3).
This week’s episode is a refresh of EO Radio Show episode 7, first released on July 18, 2022. Today’s focus is on allowable educational and advocacy activities for public charities, including a discussion of the definition of “lobbying” and the two different rules that apply to public charity. The first is the subjective test of Section 501(c)(3), and the second alternative is the elective test for charities that make the 501(h) election to allow for an objective limitation on lobbying expenditures.
For more information on these related election year issues, listeners may want to go back to last week’s episode 66, covering the limitations in IRC section 501(c)(3) relating to candidate campaign intervention. Stay tuned for episode 68, which will refresh episode 8, covering permissible private foundation policy advocacy activities, also likely to be a hot topic in 2024.
Be sure to check out the show notes for resources from the IRS on these topics, and check out the Farella Braun + Martel YouTube channel for the complete EO Radio Show playlist.
Resources:
Farella Webinar: Election Year Issues for Private Foundations and Public Charities
Bolder Advocacy Podcast:https://bolderadvocacy.org/podcast/
IRS Chart: Common Tax Law Restrictions on Activities of Exempt Organizations
IRS Form 5768 for 501(h) election:https://www.irs.gov/pub/irs-pdf/f5768.pdf
National Council of Nonprofits: Taking the 501(h) Election:https://www.councilofnonprofits.org/taking-the-501h-election
Treasury Regulations on Exempt Purpose Expenditures:https://www.law.cornell.edu/cfr/text/26/56.4911-4
Farella YouTube podcasts
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I’m Cynthia Rowland, and this is episode 66 of EO Radio Show. Happy New Year to all of you! As most listeners are undoubtedly aware, 2024 is an election year, and that means that charities and private foundations need to refresh their understanding of election-year issues for organizations that want to remain exempt under Internal Revenue Code Section 501(c)(3).
This week’s episode is a refresh of episode 6 of EO Radio Show, first released on July 7, 2022. Episode 6 covered the limitations of 501(c)(3) relating to candidate campaign intervention. I’ll also refresh Episodes 7 and 8 in the next few weeks. These episodes address legislative lobbying by public charities and private foundations, which will also likely be hot topics in 2024. Check out the show notes for resources from the IRS on these topics, and check out the Farella Braun + Martel YouTube channel for the complete EO Radio Show playlist.
Resources:
Farella Webinar: Election Year Issues for Private Foundations and Public Charities
Bolder Advocacy Resource Library
IRS Chart: Common Tax Law Restrictions on Activities of Exempt Organizations
Treasury Regulation 53.4945-3, Voter Registration Drives
Instructions for IRS Form 8940, Request for Miscellaneous Determinations, used to obtain advance approval of certain voter registration drives under IRC 4945(f)
Farella YouTube podcasts
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. In today's episode, the final episode on the new DAF regulations, we take a close look at the new Proposed Regulations 53.4966-2 and -5, which cover the definition of taxable distributions from donor advised funds and the onerous penalty taxes that can apply. When a fund is a DAF, and a distribution is a taxable distribution, significant penalties apply to the sponsoring organization and the donor advisor or fund advisor. This episode discusses the new guidance on what distributions are taxable and the amount of the penalty taxes imposed.
Resources:
Federal Register: Taxes on Taxable Distributions From Donor Advised Funds Under Section 4966
EO Radio Show - EP 64: Exceptions to the DAF Definition Under the Proposed Regulations
EO Radio Show - EP 63: New Proposed Regulations Defining Donor Advised Fund Terms
EO Radio Show - EP 62: An Introduction to DAFs and Overview of the Newly Proposed DAF Regulations
EO Radio Show - EP 61: In the Weeds With New Supporting Organization Regulations
EO Radio Show - EP 24: Nonprofit Basics: Supporting Organizations Part 2 - Orientation for Understanding Type III Supporting Organizations
EO Radio Show - EP 23: Nonprofit Basics: Supporting Organizations - Part 1
EO Radio Show – EP 29: Nonprofit Basics: What You Need To Know About Expenditure Responsibility
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. Episode 64 continues the exploration of the new proposed regulations important to the administration of Donor Advised Funds.
The Internal Revenue Service and the Treasury Department published a Notice of proposed rulemaking on November 13, 2023, which was officially published in the Federal Register on November 14, 2023. The Proposed Regulations provide guidance to sponsoring organizations, which include community foundations and many other types of charities that maintain one or more DAFs. The Proposed Regulations are also important for persons involved with DAFs, including the donors, the donor advisors, related persons, and certain fund managers.
Episodes 62 and 63 covered the basic rules that apply to sponsoring organizations and DAFs and looked closely at the defined terms in Proposed Regulations. In this episode, we cover the important exceptions to the DAF definitions that take certain funds held by sponsoring organizations out of the onerous penalty tax regime that can apply to the operations of DAFs.
Resources:
Federal Register: Taxes on Taxable Distributions From Donor Advised Funds Under Section 4966
EO Radio Show - EP 63: New Proposed Regulations Defining Donor Advised Fund Terms
EO Radio Show - EP 62: An Introduction to DAFs and Overview of the Newly Proposed DAF Regulations
EO Radio Show – EP 10: Nonprofit Basics: Setting up a New Charity for Disaster Relief
EO Radio Show – EP 9: Nonprofit Basics: Charitable Support for Individuals Affected by a Disaster
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. Episode 63 explores new proposed regulations important to the administration of Donor Advised Funds (DAFs).
The Internal Revenue Service and the Treasury Department published a Notice of proposed rulemaking on November 13, 2023, which was officially published in the Federal Register on November 14, 2023. The Proposed Regulations provide guidance to sponsoring organizations, which include community foundations and many other types of charities that maintain one or more DAFs. The Proposed Regulations are also important for persons involved with DAFs, including the donors, the donor advisors, related persons, and certain fund managers.
In the previous EO Radio Show, episode 62, I introduced the basic rules that apply to sponsoring organizations and DAFs and a brief summary of the highlights in the Proposed Regulations. This episode looks closely at the defined terms in Proposed Regulations sections 53.4966-1 and -3 and includes a brief summary of the highlights in the Proposed Regulations.
In upcoming episodes, we’ll discuss the exceptions to the definition of a DAF, and the penalties that can apply if a DAF makes taxable distributions.
Resources:
Federal Register: Taxes on Taxable Distributions From Donor Advised Funds Under Section 4966
EO Radio Show EP 62: An Introduction to DAFs and Overview of the Newly Proposed DAF Regulations
EO Radio Show EP 61: In the Weeds With New Supporting Organization Regulations
EO Radio Show EP 23: Nonprofit Basics: Supporting Organizations - Part 1
EO Radio Show EP 24: Nonprofit Basics: Supporting Organizations Part 2 - Orientation for Understanding Type III Supporting Organizations
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I’m Cynthia Rowland, and episode 62 describes new proposed regulations important to the administration of donor advised funds. The Internal Revenue Service and the Treasury Department published a Notice of proposed rulemaking on November 13, 2023, officially published in the Federal Register on November 14, 2023.
These Proposed Regulations guide sponsoring organizations, which include community foundations and many other types of charities that maintain one or more donor advised funds. The Proposed Regulations are also important for persons involved with donor advised funds, including the donors, the donor advisors, related persons, and certain fund managers.
This episode introduces the basic rules that apply to sponsoring organizations and donor advised funds and includes a brief summary of the highlights of the Proposed Regulations.
Resources:
Federal Register: Taxes on Taxable Distributions From Donor Advised Funds Under Section 4966
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and today’s episode discusses highly technical Supporting Organization rules for public charity qualifications for charitable organizations. Last year, episodes 23 and 24 of EO Radio Show covered the complex rules that describe supporting organizations, which are a special classification of public charity for US federal income tax purposes. All supporting organizations must pass complicated tests intended to ensure that the supported organization is not effectively a private foundation. These rules were initially enacted in 2006, and proposed regulations were published in 2016. On October 13, 2023, the US Treasury released new final regulations that make minor changes to the Type I test and more significant clarifications to the Type III requirements. This episode outlines the changes made in these final regulations applicable to certain parts of the qualification criteria for supporting organizations.
Resources:
Federal Register: Requirements for Type I and Type III Supporting Organizations
EO Radio Show EP 23: Nonprofit Basics: Supporting Organizations - Part 1
EO Radio Show EP 24: Nonprofit Basics: Supporting Organizations Part 2 - Orientation for Understanding Type III Supporting Organizations
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is episode 60 of EO Radio Show. This week's episode is a refresh of episode 10, first recorded on July 3, 2022. Episode 10 provided a checklist of considerations for nonprofit leaders when organizing a new charity to provide relief to individuals and businesses in the aftermath of a disaster.
Sometimes, it feels like I should rerun this episode every month since we seem to be in the midst of disasters in the charitable field all the time. While we seem to be on the other side of the COVID-19 pandemic, we still see a seemingly constant barrage of terrorist attacks, hurricanes, earthquakes, and other disasters around the world. The focus of this episode is on the many steps a new domestic U.S. charitable organization needs to take to be on a solid road to providing the support needed.
Also, for an episode that addresses the distinction between disaster relief for a charitable class as compared to a private benefit for a specific individual affected by a disaster, go back to episode 9 of EO Radio Show, and you'll find details there.
Resources:
Nonprofit State Filings YouTube playlist
Episode 5: Nonprofit Basics: Navigating the Complex Rules That Describe A Public Charity
Episode 9: Nonprofit Basics: Charitable Support for Individuals Affected by a Disaster
IRS Form 3833: Disaster Relief, Providing Assistance Through Charitable Organizations.
IRS Form 1023: Application for Recognition of Exemption Under Section 501(c)(3) of the IRC
IRS Publication 1771: Charitable Contributions and Substantiation Requirements
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 59 is the seventh in a series of Quick Tip episodes focusing on the details of state registration of nonprofit corporations.
In episode 38, we talked about filing in Delaware and California, which are the most frequently used by our clients - most of whom have a connection with California. Episode 40 focused on filings in Nevada and Arizona; 43 looked at Washington State and Oregon; 47 addressed Alaska and Hawaii; 52 looked at New York and New Jersey; and most recently episode 55 looked at Massachusetts and Connecticut.
With the help of Joe Hilliard, this episode looks at the basic state filing requirements for nonprofit corporations operating in Maine and Vermont. We'll work through the rest of the states in future episodes.
Resources:
YouTube channel
For Maine:
Maine Secretary of State Corporations page: https://www.maine.gov/sos/cec/
Maine current entity database: https://apps1.web.maine.gov/nei-sos-icrs/ICRS?MainPage=x
Maine nonprofit formation FAQ, including forms and fees: https://www.maine.gov/sos/cec/corp/nonprofit.html
Maine filing FAQ: https://www.maine.gov/sos/cec/corp/miscellaneous.html
Maine Domestic Nonprofit Articles of Incorporation form: https://www.maine.gov/sos/cec/forms/nonprofit/mnpca6.pdf
Maine Application for Authority to Carry on Activities form: https://www.maine.gov/sos/cec/forms/nonprofit/mnpca12.pdf
Maine Annual Report online form request: https://www.maine.gov/sos/cec/corp/annual.html
Maine Annual Report paper form request: https://apps1.web.maine.gov/online/aro/form_download.html
Maine Professional & Financial Regulation Charitable Solicitations Act Licensing website: https://www.maine.gov/pfr/professionallicensing/professions/charitable-solicitations-act
Maine Charitable Organization License Application: https://www.maine.gov/pfr/professionallicensing/sites/maine.gov.pfr.professionallicensing/files/inline-files/CHA-org-app.pdf
Maine Sales Tax Exemption FAQ: https://www.maine.gov/revenue/taxes/sales-use-service-provider-tax/tax-exempt-organizations
Maine Association of Nonprofits website: https://www.nonprofitmaine.org/starting-a-maine-nonprofit
For Vermont:
Vermont Secretary of State Business Services website: https://sos.vermont.gov/corporations/
Vermont current entity database: https://bizfilings.vermont.gov/online/BusinessInquire/
Vermont Nonprofit Corporation FAQ: https://sos.vermont.gov/corporations/registration/domestic-registration/nonprofit-corp/
Vermont Attorney General "Understand Your Responsibilities: Guidance for Board Members of Charitable Nonprofit Organizations in Vermont:" https://ago.vermont.gov/sites/ago/files/wp-content/uploads/2018/01/Charitable-Nonprofit-Board-Guidance.pdf
Vermont Forms and Fees FAQ: https://sos.vermont.gov/corporations/fees/#tnonprofit2
Vermont Annual Report online form request: https://sos.vermont.gov/corporations/renewals-updates/reports-renewals/annual-biennial-reports/
Vermont Office of the Attorney General Charitable Registration: https://ago.vermont.gov/divisions/charities-and-paid-fundraisers
Vermont Department of Taxes website: https://tax.vermont.gov/
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. Today, I'm talking about the meaning of expenditure responsibility or ER grants made by private foundations. The term expenditure responsibility refers to the rules that a private grant-making foundation follows to avoid the onerous penalty tax on a grant or transaction that would otherwise be a taxable expenditure if made by the private foundation.
Taxable expenditures include various types of grants and expenses paid by private foundations, which the Internal Revenue Code prohibits. These types of prohibited payments include lobbying, politicking, and candidate campaign expenses; grants to individuals for travel, study, or other similar purposes unless specific requirements are met; and grants that are not for charitable purposes.
A final bucket of grant types that can cause a foundation to be penalized under these rules are grants made to organizations that are not classified as a public charity or an operating foundation unless the foundation exercises expenditure responsibility with respect to that grant.
So, this is where the ER rules come into play. Expenditure responsibility is comprised of five requirements. We'll walk through all five elements in this episode.
Resources:
Farella YouTube podcast channel
IRS Issue Podcasts for charities
IRS pages on Expenditure Responsibility:
- Terms of Grants - Private Foundation Expenditure Responsibility
- Terms of Program-Related Investments: Private Foundation Expenditure Responsibility
- Violations of Expenditure Responsibility Requirements - Private Foundations
- Pre-Grant Inquiry
- Treasury Regulations on Taxable Expenditures
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and today on EO Radio Show, we are discussing a new law that will have implications for many nonprofit organizations, especially those with complex corporate structures involving business enterprises with outside for-profit investors.
In order to establish a sweeping and perpetual dragnet to aid in the policing of domestic money laundering, the U.S. Congress passed the Corporate Transparency Act, which directs the United States Treasury Department's Financial Crimes Enforcement Network, known as FinCEN, to establish and maintain a national registry of beneficial owners of every legal entity formed or registered in the U.S. with certain exceptions. These entities are referred to as reporting companies. The CTA requires reporting companies to make initial and updated disclosures of information relating to the individuals who beneficially own and control the reporting company. Willful failure to abide by the disclosure requirements of the CTA could result in civil and criminal penalties. Even if a business entity in your organization is not a reporting company under the CTA because it qualifies for an exemption, nonprofit leaders should still be familiar with the CTA's requirements in case any business entity in your organization's structure at some point no longer qualifies for an exemption and to ensure compliance with the CTA whenever you form a new business entity.
I'm happy to have my Farella colleague Greg LeSaint here to join me to give us an outline of the CTA and walk us through the Farella Braun + Martel Corporate Transparency Guide, which may help you determine whether an entity in your organization is indeed a reporting company and subject to the disclosure requirements of the CTA.
Resources:
Greg LeSaint, Farella Braun + Martel
Farella Corporate Transparency Act Guide
Farella YouTube podcast playlist
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and today we'll cover an important governance topic for all nonprofit organizations. That is, what leadership needs to know about internal investigations. I'm delighted to have Farella partner Aviva Gilbert with me today to answer a few frequently asked questions about internal investigations in the context of nonprofit organizations.
Resources:
Aviva J. Gilbert, Partner, Farella Braun + Martel
EO Radio Show EP #4: Internal Investigations for Nonprofits: A Means of Identifying and Addressing Misconduct Before the Regulators Come Calling
EO Radio Show EP #13: Nonprofit Basics: Document Retention Policies and Subpoenas, and a Conversation With Aviva Gilbert on Why Good Policies Matter
Internal Investigations for Nonprofits: A Means of Identifying and Addressing Misconduct Before the Regulators Come Calling (Article)
Investigations, Audits, Subpoenas, Oh My! (Webinar)
EO Radio Show Nonprofit Risk Management playlist
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 55 is the sixth in a series of "Quick Tip" episodes focusing on the details of state registration of nonprofit corporations.
In previous episodes, we talked about a number of states. If you want to go back and look at them, episode 38 was Delaware and California, which are the most frequently used by our clients - most of whom have a connection with California; 40 focused on filings in Nevada and Arizona; 43 looked at Washington State and Oregon; 47 addressed Alaska and Hawaii; and most recently episode 52 looked at New York and New Jersey.
With the help of Joe Hilliard today, we look at the basic state filing requirements for nonprofit corporations operating in Massachusetts and Connecticut. We'll work through the rest of the states in future episodes.
Resources:
Nonprofit state filings YouTube playlist
For Massachusetts:
- Massachusetts Secretary of the Commonwealth Corporations page: https://www.sec.state.ma.us/divisions/corporations/corporations.htm
- Massachusetts online filing FAQ: https://www.sec.state.ma.us/divisions/corporations//general-information/corporations-app-help.htm
- Massachusetts fax filing FAQ: https://www.sec.state.ma.us/divisions/corporations/filing-methods/corporations-file-by-fax.htm
- Massachusetts Forms database: https://www.sec.state.ma.us/divisions/corporations/filing-methods/corporations-downloadable-forms.htm
- Massachusetts Filing Fees: https://www.sec.state.ma.us/divisions/corporations/general-information/corporations-filing-fees.htm
- Massachusetts Current Entity database: https://corp.sec.state.ma.us/corpweb/CorpSearch/CorpSearch.aspx
- Massachusetts Nonprofit Corporations FAQ: https://www.sec.state.ma.us/divisions/corporations/filing-by-subject/corporations/corporations-domestic-non-profit.htm
- Massachusetts Domestic Articles of Incorporation form: https://www.sec.state.ma.us/divisions/corporations/download/180art.pdf
- Massachusetts Foreign Corporations FAQ: https://www.sec.state.ma.us/divisions/corporations/filing-by-subject/corporations/corporations-domestic-foreign.htm
- Massachusetts Foreign Certificate of Registration: https://www.sec.state.ma.us/divisions/corporations/download/c156ds1503950c11348.pdf
- Massachusetts Annual Report form: https://www.sec.state.ma.us/divisions/corporations/download/180npcar.pdf
- Massachusetts Attorney General Charities Registration website: https://www.mass.gov/orgs/the-attorney-generals-non-profit-organizationspublic-charities-division
- Massachusetts Sales Tax Exemption FAQ: https://www.mass.gov/guides/sales-and-use-tax
For Connecticut:
- Connecticut Secretary of State Business website: https://business.ct.gov/
- Connecticut Personalized Checklist Generator: https://service.ct.gov/business/s/start-new-business-checklist?language=en_US
- Connecticut Business Services FAQ: https://portal.ct.gov/SOTS/Business-Services/BSD
- Connecticut Domestic Corporation Forms: https://business.ct.gov/Manage/All-business-filings/Corporate-Filings?language=en_US
- Connecticut Nonstock Certificate of Incorporation: https://business.ct.gov/forms-and-fees?language=en_US
- Connecticut Nonstock Organization and First Report: https://business.ct.gov/-/media/BusinessOneStop/BRS-Forms/Corporation-Forms/Organization-and-1st-Report-Stock-or-Nonstock-r5b-FILLABLE-Corrected-042020-1.pdf
- Connecticut Foreign Corporation Forms: https://business.ct.gov/Manage/All-business-filings/Foreign-Stock-and-Nonstock-Corporations?language=en_US
- Connecticut Foreign Application for Certificate of Authority: https://business.ct.gov/-/media/BusinessOneStop/BRS-Forms/Corporation-Forms/App-for-Cert-of-Authority-2020.pdf
- Connecticut current entity database: https://service.ct.gov/business/s/onlinebusinesssearch?language=en_US
- Connecticut Forms and Fees FAQ: https://business.ct.gov/forms-and-fees?language=en_US
- Connecticut Department of Consumer Protection Guide to Charities: https://portal.ct.gov/-/media/DCP/-charities/CHARITIES_GUIDE_2018
- Connecticut Department of Consumer Protection Starting a Nonprofit FAQ: CT Department of Consumer Protection Starting a Nonprofit FAQ: https://portal.ct.gov/DCP/License-Services-Division/License-Division/Non-Profit-Organization
- Connecticut Department of Consumer Protection Charitable Registration: https://portal.ct.gov/DCP/Charities/Public-Charities
- Connecticut Department of Revenue Services Tax Exemptions FAQ: https://portal.ct.gov/DRS/Sales-Tax/Tax-Exemption-Programs-for-Nonprofit-Organizations
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and today, we are again lucky to have Farella real estate partner Quinn Arntsen with us to talk about leasing issues for nonprofit tenants.
In the previous episode, we discussed the major components of a term sheet. Today, we'll dive deeper into the lease agreement, including those boilerplate provisions and why they matter to the nonprofit tenant.
Resources:
Quinn Arntsen bio
EO Radio Show EP #53: Real Estate Leasing Tips for Nonprofits
EO Radio Show EP #32: Nonprofit Basics: Insider Transactions and Nonprofits – What’s the Big Deal?
EO Radio Show EP #33: Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
EO Radio Show EP #34: Nonprofit Basics: Best Practices for Approving Insider Compensation Decisions
Webinar: What Nonprofits Need to Know About Landlord-Tenants Relationships and Insurance
Nonprofit Education Series YouTube playlist
Real Estate Industry Education series webinars
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and today, we are lucky to have Farella partner Quinn Arntsen with us to talk about leasing issues for nonprofit tenants. Leasing real property is a big commitment. And it can be daunting for nonprofit executives who haven't been through the process a few times, especially for a long-term lease commitment. Quinn will walk us through the basic issues and the major components of a term sheet that need to be considered by the nonprofit tenant.
Resources:
Quinn Arntsen bio
Nonprofit Education Series YouTube playlist
Webinar: What Nonprofits Need to Know About Landlord-Tenants Relationships and Insurance
Real Estate Industry Education series webinars
EO Radio Show EP #32: Nonprofit Basics: Insider Transactions and Nonprofits – What’s the Big Deal?
EO Radio Show EP #33: Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
EO Radio Show EP #34: Nonprofit Basics: Best Practices for Approving Insider Compensation Decisions
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is the fifth in a series of quick tip episodes focusing on the details of state registration of nonprofit corporations. With the help of Joe Hilliard, today, we jump across the country to look at the basic state filing requirements for nonprofit corporations operating in New York and New Jersey.
In episode 38, we talked about filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Episode 40 focused on Nevada and Arizona, episode 43 looked at Washington State and Oregon, and episode 47 addressed Alaska and Hawaii. We'll work our way through the rest of the states in future episodes.
Resources:
EO Radio Show Nonprofit State Filing playlist
For New York:
New York Department of State Corporations page: https://dos.ny.gov/form-corporation-or-business
New York Corporations FAQ: https://dos.ny.gov/faqs-corporations-business-entities
New York State Business Start-Up FAQ: https://www.ny.gov/services/start-business-new-york-state
New York current entity database: https://apps.dos.ny.gov/publicInquiry/
New York Nonprofit Domestic Corporations FAQ: https://dos.ny.gov/certificate-incorporation-domestic-not-profit-corporations-0
New York Domestic Nonprofit Articles of Incorporation form: https://dos.ny.gov/system/files/documents/2023/01/1511-f.pdf
New York Nonprofit Foreign Corporations FAQ: https://dos.ny.gov/application-authority-foreign-not-profit-corporations
New York Foreign Application for Authority: https://dos.ny.gov/system/files/documents/2018/12/1555-f.pdf
New York Expedited Handling FAQ: https://dos.ny.gov/expedited-handling-services-division-corporations
New York Financial Report for Certain Not-for-Profit Organizations FAQ: https://dos.ny.gov/financial-reports-be-filed-certain-not-profit-organizations
New York Department of Taxation and Finance Sales Tax Exempt FAQ: https://www.tax.ny.gov/bus/st/exempt.htm
New York Department of Taxation and Finance Tax Exempt forms: https://www.tax.ny.gov/forms/orpts/exemption.htm
New York State Attorney General Charities Registration website: https://ag.ny.gov/resources/organizations/charities-nonprofits-fundraisers/charities-registration
For New Jersey:
New Jersey Department of Treasury Division of Revenue and Enterprise Services page: https://www.state.nj.us/treasury/revenue/
New Jersey Government Nonprofit FAQ: https://www.state.nj.us/treasury/taxation/rsb100.shtml
New Jersey Business Formation online page: https://www.njportal.com/DOR/BusinessFormation/Home/Welcome
New Jersey Government Business Start-Up FAQ: https://business.nj.gov/topics#start
New Jersey Business Formation online application page: https://www.state.nj.us/treasury/revenue/gettingregistered.shtml
New Jersey NJ-REG online application page: https://www.njportal.com/DOR/BusinessRegistration/
New Jersey current entity database: https://www.njportal.com/DOR/BusinessNameSearch/Search/Availability
New Jersey Forms Packet: https://www.state.nj.us/treasury/revenue/pdf/2000.pdf
New Jersey Annual Report filing time: https://business.nj.gov/pages/filings-and-accounting?locale=en
New Jersey Annual Report FAQ: https://www.njportal.com/DOR/AnnualReports/Home/FAQ#
New Jersey Charitable Registration: https://www.njconsumeraffairs.gov/charities/Pages/default.aspx
New Jersey Sales and Use Tax Exemption Registration: https://www.state.nj.us/treasury/taxation/index.shtml
New Jersey Division of Consumer Affairs Raffles and 50/50 Registration: https://www.njconsumeraffairs.gov/lgccc/pages/default.aspx
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and in today's episode, I'll touch on the steps necessary to withdraw the registration from the California Registry of Charitable Trusts of a nonprofit that is a foreign corporation.
In episode 49, I covered the dissolution of a domestic California nonprofit corporation and the procedures necessary to accomplish the withdrawal of that type of entity. Part of that process includes notification to the California Attorney General's office of the circumstances of the dissolution and a request for the Attorney General to permit the dissolution of the California nonprofit.
When a foreign nonprofit dissolves, or if it simply wishes to withdraw from California, the foreign nonprofit also has to reach out to the California Registry of Charitable Trusts and follows certain similar procedures to withdraw effectively.
Resources:
California Attorney General's website on dissolution and withdrawal: https://oag.ca.gov/charities/dissolution
California Exempt Organization Annual Information Return Booklet: https://www.ftb.ca.gov/forms/2022/2022-199-booklet.html
California form 199: https://www.ftb.ca.gov/forms/2022/2022-199.pdf
Site for checking Registry of Charitable Trusts status: https://oag.ca.gov/charities/content/info
Site for checking Secretary of State status: CA SOS: https://bizfileonline.sos.ca.gov/search/business
Site for checking tax-exempt status in California: CA FTB: https://webapp.ftb.ca.gov/eLetter/
EO Radio Show Ep #49: Nonprofit Basics: Winding up a California Charity
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource.I'm Cynthia Rowland, and today I'm going to discuss some breaking news in the California nonprofit legal environment, the California Supreme Court case, Turner vs Victoria. The decision was issued on August 3, 2023, and is an important California case on the rights of a nonprofit public benefit corporation director to bring a lawsuit against fellow directors for breaches of several California Corporations Code sections. Those include 5142, 5233, and 5223 of the California Corporations Code, which cover actions to remedy breach of charitable trust, recover damages for self-dealing transactions, or remove from office any other director guilty of a malfeasance. So listen in as we talk about the California Supreme Court's decision in this very important case.
Resources:
Turner v. Victoria: www.courts.ca.gov/opinions/documents/S271054.PDF
Corporations Code 5142
Corporations Code 5223
Corporations Code 5233
Corporations Code 5710
YouTube EO Radio Show Nonprofit Governance playlist
EO Radio Show EP #3: Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
EO Radio Show EP #4: Internal Investigations for Nonprofits: A Means of Identifying and Addressing Misconduct Before the Regulators Come Calling
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 49 of EO Radio Show summarizes the steps to wind up a charity that is a nonprofit corporation registered and operating in California. There are federal and state income tax considerations to address and organizational formalities, which are slightly different depending on whether the charity is organized as a nonprofit, public benefit corporation, or charitable trust. Our focus today is on the California nonprofit public benefit corporation that is registered with the California Attorney General's Registry of Charitable Trusts. We're going to talk about the path it needs to take as it winds up and dissolves.
Resources:
General Guide for Dissolving a California Nonprofit Corporation
Termination of the organization also needs to be provided to the IRS. See https://www.irs.gov/charities-non-profits/termination-of-an-exempt-organization
EO Radio Show EP #1: Nonprofit Basics: Overview of Nonprofit Charitable Organization Types: Corporation, LLC, Trust, Association and Fiscal Sponsorship
EO Radio Show EP #2: Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance
YouTube EO Radio Show Nonprofit Governance playlist
YouTube EO Radio Show Nonprofit Basics playlist
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and I'm happy to have my colleague Nate Garhart back for a chat about artificial intelligence and what nonprofits need to know when using or being used by AI tools.
We seem to be in the midst of an explosion of conversation about AI: What it can do, who is using it, how it is being used, how beneficial it can be, and how harmful. We'll talk about these evolving legal issues with Nate. This area of the law is just beginning, and most of the law has yet to be considered, so we don't have a lot of answers. With that in mind, here are some considerations that clearly will be part of the legal discourse among nonprofits and their advisors regarding artificial intelligence.
Resources:
EO Radio Show #20: Copyright Issues for Nonprofits
EO Radio Show #26: Nonprofit Websites and Terms of Use - Best Practices and Common Pitfalls
EO Radio Show #27: Privacy Policy Best Practices for Nonprofits
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is the fourth in a series of quick tip episodes focusing on the details of state registration of nonprofit corporations. Today, with the help of Joe Hilliard, we will discuss the basic state filing requirements for nonprofit corporations operating in Alaska and Hawaii.
In episode 38, we talked about filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Episode 40 focused on the state filings in Nevada and Arizona, and in episode 43, we looked at Washington State and Oregon. We'll work through the rest of the states in future episodes.
Resources:
YouTube playlist
For AK:
Alaska Department of Commerce, Community, and Economic Development website for Division of Corporations, Business and Professional Licensing – Corporations page: www.commerce.alaska.gov/web/cbpl/Corporations.aspx
Alaska Division of Corporations Nonprofit and Religious Corporations FAQ: www.commerce.alaska.gov/web/cbpl/corporations/nonprofitandreligiousfaqs.aspx
Alaska's current entity database: www.commerce.alaska.gov/cbp/main/search/entities
Alaska Forms and Fees: www.commerce.alaska.gov/web/cbpl/Corporations/CorpFormsFees/FormsbyEntity.aspx
Alaska Domestic Nonprofit Articles of Incorporation form: www.commerce.alaska.gov/web/Portals/5/pub/08-438.pdf
Alaska Foreign Certificate of Authority: www.commerce.alaska.gov/web/Portals/5/pub/08-452.pdf
Alaska Post-Formation Entity Responsibility FAQ: www.commerce.alaska.gov/web/Portals/5/pub/Entity_Responsibility.pdf
Alaska Department of Commerce, Community, and Economic Development website for Division of Corporations, Business and Professional Licensing – Business Licensing page: www.commerce.alaska.gov/web/cbpl/BusinessLicensing.aspx
Alaska Business Licensing Structure FAQ: www.commerce.alaska.gov/web/cbpl/BusinessLicensing/BusinessStructureFAQs.aspx
Alaska Department of Law: law.alaska.gov/department/civil/consumer/cp_charities.html
Alaska Department of Revenue, Tax Division website for Charitable Gaming: www.tax.alaska.gov/programs/programs/index.aspx?54160
For HI:
Hawaii Department of Commerce and Consumer Affairs Business Registration: cca.hawaii.gov/breg/
Hawaii Secretary of State Domestic Nonprofits FAQ: cca.hawaii.gov/breg/registration/dnc/
Hawaii Secretary of State Foreign Nonprofits FAQ: cca.hawaii.gov/breg/registration/fnpc/
Hawaii's current entity database: hbe.ehawaii.gov/documents/search.html
Hawaii Forms and Fees: cca.hawaii.gov/breg/registration/
Hawaii Nonprofit Domestic Articles of Incorporation: files.hawaii.gov/dcca/breg/registration/forms/dnp-1-pdf.pdf
Hawaii Nonprofit Foreign Application for Certificate of Authority: files.hawaii.gov/dcca/breg/registration/forms/fc-1-pdf.pdf
Hawaii Filing Tips FAQ: cca.hawaii.gov/breg/filing_tips/
Hawaii Fee Schedule: cca.hawaii.gov/breg/files/2021/04/Form-Fee-Schedule-12-2022.pdf
Hawaii processing time: cca.hawaii.gov/breg/geniforegister/#:~:text=Normal%20filings%20can%20be%20accomplished,done%20in%20just%201%20day
Hawaii Annual Report Fees: hbe.ehawaii.gov/BizEx/manage-help.eb?type=1
Hawaii Charitable Registration: ag.hawaii.gov/tax//
NAICS:
US Census website: www.census.gov/naics/
NAICS FAQ: www.census.gov/naics/
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. Many nonprofit organizations are required to have their financial statements audited by an independent certified public accountant. For example, a nonprofit charity that is required to be registered with the California Registry of Charitable Trusts and which has gross revenues of $2 million or more in a fiscal year must obtain an independent audit. They also must certify to the California Attorney General each year the amount of revenue received and that they have obtained an independent audit. Many other states have similar requirements.
Today I’m delighted to be joined by Certified Public Accountant Douglas Cook, who will address frequently asked questions for charities facing their first audit and some unique situations that often surprise his clients.
Resources:
Douglas Cook LinkedIn Profile: www.linkedin.com/in/douglascook
Council of Nonprofits: www.councilofnonprofits.org/running-nonprofit/nonprofit-audit-guidec/state-law-nonprofit-audit-requirements
Blue Avocado Accounting Manual Template: blueavocado.org/finance/accounting-procedures-manual-template/
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. The IRS Form 990-PF is a complicated federal information return that the Internal Revenue Code requires every private foundation to file each year.
For this episode, I'm delighted to have as my guest Tracy Hom, a certified public accountant with the firm Realize CPA. Tracy will address some frequently asked questions from private foundation directors and officers when they review their foundation's first Form 990-PF. We'll provide a brief orientation to the form, and we'll cover some of these questions.
Resources:
Tracy Hom, Managing Partner, Realize CPA: https://realize.cpa/team/
Realize CPA Publications: https://realize.cpa/news/
IRS information page on Form 990-PF: https://www.irs.gov/forms-pubs/about-form-990-pf
Form 990-PF for 2022: https://www.irs.gov/pub/irs-pdf/f990pf.pdf
Instructions for Form 990-PF for 2022: https://www.irs.gov/pub/irs-pdf/i990pf.pdf
EO Radio Show private foundation episodes:
Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 1: Candidate Campaign Intervention
Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 3: Private Foundation Approaches to Policy Advocacy Allowed by the Internal Revenue Code
Charitable Contribution Substantiation Requirements and a Conversation About Art Appraisals With Sarah Vandeweerdt From Christie’s
Nonprofit Basics: Operating Foundation Rules
Loot and Private Foundation Rules – Part 1
Loot and Private Foundation Rules - Part 2
Nonprofit Basics: What You Need To Know About Expenditure Responsibility
Nonprofit Basics: Private Foundation Minimum Distribution Requirements
Nonprofit Basics: Set-Asides As Qualifying Distributions
Nonprofit Basics: Insider Transactions and Nonprofits – What’s the Big Deal?
Nonprofit Basics: Federal Tax Filing Deadlines and Penalties
EO Radio Show YouTube private foundation episode playlist
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm delighted to have as my guest Stephanie Hood, my colleague here at Farella Braun + Martel, and a member of our top-notch estate planning practice.
Our charity clients often come to us with a request to help a major donor think about a special gift to the charity, and sometimes we also get pulled in to help the charity when there are glitches in the trust or will after the donor has passed. And, of course, many of our philanthropic clients ask for help describing their charitable intent in their estate planning documents.
In this episode, Stephanie and I will talk about planned charitable giving, including some tips and common pitfalls to watch out for.
Resources:
Stephanie Hood Bio
EO Radio Show Ep #17: Charitable Contribution Substantiation Requirements and a Conversation About Art Appraisals With Sarah Vandeweerdt From Christie’s
Charitable Remainder Trusts
Guidestar
IRS Tax Exempt Organization Search
IRS Self-Dealing Acts
Publication 561 - Determining the Value of Donated Property
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is the third in a series of quick tip episodes focusing on the details of state registration of nonprofit corporations.
In episode 38, we talked about filing in California and Delaware, which are the most frequently used by our clients - most of whom have a connection with California. Episode 40 focused on the state filings in Arizona and Nevada.
Today with the help of Joe Hilliard again, we will talk about the basic state filing requirements for nonprofit corporations operating in Washington and Oregon. We'll work our way through the rest of the states in future episodes.
Resources:
For Washington:
Washington Secretary of State website for Corporations and Charities: https://www.sos.wa.gov/corporations-charities
Washington Secretary of State Nonprofits FAQ: https://www.sos.wa.gov/corporations-charities/nonprofits-charities/nonprofits
Washington Secretary of State Starting a Nonprofit Handbook: https://www.sos.wa.gov/sites/default/files/2022-09/starting-a-nonprofit-pdf.pdf?uid=64790db6abca1
Washington Nonprofit Handbook: https://www.sos.wa.gov/sites/default/files/2022-09/2022-Nonprofit-Handbook.pdf?uid=64790db6ad7d2
Washington's current entity database: https://ccfs.sos.wa.gov/#/
Washington Forms: https://www.sos.wa.gov/corporations-charities/business-entities/download-forms
Washington Fees, including expedited fees: https://www.sos.wa.gov/corporations-charities/frequently-asked-questions-faqs/fee-scheduleexpedited-service
Washington Charitable Registration Forms: https://www.sos.wa.gov/corporations-charities/nonprofits-charities/charities/all-forms
For Oregon:
Oregon Secretary of State website: https://sos.oregon.gov/business/Pages/default.aspx
Oregon Secretary of State Nonprofits FAQ: https://sos.oregon.gov/business/Pages/nonprofit.aspx
Oregon current entity database: https://sos.oregon.gov/business/Pages/find.aspx
Oregon Nonprofit Forms: https://sos.oregon.gov/business/Pages/domestic-nonprofit-corporation-forms.aspx
Oregon Fees: https://sos.oregon.gov/business/Documents/business-registry-forms/br-fee-schedule.pdf
Oregon processing time: https://sos.oregon.gov/business/Pages/corporation-division-help.aspx
Oregon Delivery/Filing options: https://sos.oregon.gov/business/Pages/delivery-options.aspx
Oregon Charitable Registration: https://www.doj.state.or.us/charitable-activities/
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This episode focuses on documenting decisions made at meetings of a nonprofit organization's board of directors or trustees. While everyone who attends a board meeting should keep their own notes—and those notes can follow any style and can focus on the recording person's understanding of what transpired—it is the meeting minutes as ultimately approved by the board that serve as the legal record of the decisions of the governing body.
Since the governing body members have fiduciary responsibility for the organization, the decisions described in the minutes should be carefully drafted. In this episode, I'll cover the basics for the person charged with drafting the minutes, touching on what should be included in the minutes and what can be left out.
Resources:
EO Radio Show EP #1: Nonprofit Basics: Overview of Nonprofit Charitable Organization Types: Corporation, LLC, Trust, Association and Fiscal Sponsorship
EO Radio Show EP #2: Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance
EO Radio Show EP #3: Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
EO Radio Show EP #11: Nonprofit Basics: Amending Nonprofit Corporation Bylaws
EO Radio Show EP #32: Nonprofit Basics: Insider Transactions and Nonprofits – What’s the Big Deal?
EO Radio Show EP #33: Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
EO Radio Show EP #34: Nonprofit Basics: Best Practices for Approving Insider Compensation Decisions
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This episode focuses on the importance of meeting the federal tax filing deadlines that apply to charitable organizations.
Most charitable organizations that are exempt from income tax are required to file a federal return on the 15th day of the fifth month after the close of their fiscal year. So for nonprofits that use the calendar year for accounting purposes, that is May 15.
If you haven’t filed yet, don’t despair. Filing for an extension is fairly easy. I’ll also touch on what penalties can apply if your organization fails to meet these filing requirements.
Resources:
Form 990, Return of Organization Exempt from Income Tax
Form 990-EZ, Short Form Return of Organization Exempt from Income Tax
See Filing Phase-In for more information about which return to file
Form 990-N (e-Postcard), Annual Electronic Filing Requirement for Small Exempt Organizations
Form 8868
Tax Relief in Disaster Situations
Disaster Assistance and Emergency Relief for Individuals and Businesses
Revenue Procedure 2014-11 - explains the four procedures an organization may use to apply for reinstatement
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This episode is the second in our series of quick tip episodes starting with the details of state registrations of nonprofit corporations. In episode 38, we talked about filing in Delaware and California, which are the most frequently used by our clients—most of whom have a connection with California. Many also carry out activities in Nevada and Arizona.
With the help of Joe Hilliard today, we'll talk about the basic filing requirements for nonprofit corporations in Nevada and Arizona. We'll work our way through other states in future episodes.
Resources:
For Nevada:
Nevada Secretary of State's website
Nevada's current entity database
Nevada business forms
Nevada fees, including expedited fees
Nevada Solicitation of Charitable Contributions
For Arizona:
Arizona Corporations Commission website
Arizona's current entity database
Arizona corporation forms
Arizona fees
Arizona processing time
Arizona expedite services
EO Radio Show EP #38: Nonprofit Quick Tips: Secretary of State Filings in California and Delaware
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. In this episode, we cover important issues for nonprofits dealing with distressed businesses, such as their landlords or tenants, other kinds of contract counterparties, and, recently, banking institutions or financial institutions.
We’ll talk a little about warning signs to watch for, some ideas for managing the situation when a party seems to be facing financial distress that affects their ability to perform, and when to call a lawyer for help.
For this specialized area, EO Radio Show host Cynthia Rowland is joined by Farella partner Gary Kaplan who brings deep experience with bankruptcy laws and creditors' rights to the discussion.
Resources:
Bio: Gary M. Kaplan, Partner, Farella Braun + Martel
Article: Protecting Suppliers and Customers of Insolvent or Bankrupt Companies
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This week, we launch a series of quick tip episodes, starting with the details of state registration of nonprofit corporations. With the help of our crackerjack paralegal, Joe Hilliard, we tackle the basic filing mechanics for nonprofit corporations starting with Delaware and California today. We will work our way through the other states in future episodes.
Resources:
For Delaware:
Delaware Secretary of State website
Delaware's current entity database
Delaware corporate forms
Delaware fees
Delaware expedite services
For California:
California Secretary of State website
California current entity database
California business forms and fees
California processing time
California expedite services
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This episode focuses on the key questions to ask when a founder has that fire in the belly and is ready to create a new charity as an independent charitable entity. I'll outline the key steps and the timeline for launching the charity as a nonprofit corporation. And I'll walk listeners through the initial decisions that should be made before setting the process in motion.
Resources:
EO Radio Show Episode 1: Nonprofit Basics: Overview of Nonprofit Charitable Organization Types: Corporation, LLC, Trust, Association, and Fiscal Sponsorship
EO Radio Show EP #2: Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance
EO Radio Show #3: Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
EO Radio Show EP #5: Nonprofit Basics: Navigating the Complex Rules That Describe A Public Charity
EO Radio Show EP #10: Nonprofit Basics: Setting up a New Charity for Disaster Relief
EO Radio Show EP #32: Nonprofit Basics: Insider Transactions and Nonprofits – What’s the Big Deal?
EO Radio Show EP #33: Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This week, I am delighted to cover a niche topic and a special structure that allows certain nonprofits to have an outsize impact on improving their communities: New Markets Tax Credit deals. These deal structures take advantage of a special tax credit for US taxpayers that invest in the enterprise.
Here to talk us through the why, when, and how of using these tax credits is Farella partner Julie Treppa. Julie is particularly experienced in developing strategies to help investors, developers, businesses, and nonprofit organizations use tax incentives and tax credits to achieve financial goals while supporting social and other community-based priorities. Listen in.
Resources:
Julie Treppa Bio: www.fbm.com/julie-treppa
CDFI Fund's Searchable Award Database
CDFI Fund New Markets Tax Credit Program
Novogradac New Markets Tax Credit Resource Center
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. A really hot topic this week is the duty of care for directors and trustees of charities in a time of volatility in the investment markets in general and turmoil or even fear of turmoil in their banking institutions. I’m not an investment advisor, and I can’t and don’t tell my clients where they should bank or what they should invest in. I can tell them the standard of care that they are held to in their roles as directors or trustees of a charity.
In this episode, I’ll talk about the standard of care for investment decisions and some practical things that charity fiduciaries can do to take good care of the charitable funds entrusted to them.
Resources:
Uniform Prudent Management of Institutional Funds Act (UPMIFA)
“UPMIFA, Three Years Later: What’s a Prudent Director To Do?” ABA Business Law Today, Volume 18 No. 6 (July/August 2009), Cynthia R. Rowland
EO Radio Show EP #16: Basics of Impact Investing: A Conversation About Investment Policies and Evaluation Metrics For ESG Investors
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This episode is the third in a series discussing insider transactions by exempt organizations. In this episode, we'll look closely at best practices for approving insider compensation decisions made by public charities and private foundations.
In episode 32, I gave a general overview of the federal laws regulating the transaction of business between a tax-exempt organization and its insiders. Insiders include directors, trustees, certain executives, substantial contributors, entities controlled by directors or substantial contributors, and their family members.
In episode 33, we took a deeper dive into conflict of interest policies and considerations in deciding which insiders need to comply with the organization's annual conflict of interest disclosure procedures.
Resources:
IRS Resources on Rebuttable Presumption for Compensation
IRS form 4720 and Instructions
IRS Schedule J, Compensation Information (Form 990)
EO Radio Show EP #2: Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance
EO Radio Show EP #5:Nonprofit Basics: Navigating the Complex Rules That Describe A Public Charity
EO Radio Show EP #32: Nonprofit Basics: Insider Transactions and Nonprofits – What’s the Big Deal?
EO Radio Show EP #33: Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This episode is the second in a series discussing insider transactions. In episode 32, I gave a general overview of the federal laws regulating the transaction of business between a nonprofit and its insiders, which includes directors, trustees, certain executives, substantial contributors, and entities controlled by directors or substantial contributors and their family members.
Today, I take a deeper dive into conflict of interest policies and considerations relevant to deciding which insiders need to respond to the organization's annual conflict of interest diligence procedures. In a later episode, we'll look closely at compensation decisions in particular.
Resources:
IRS Resources on Rebuttable Presumption for Compensation
IRS Form 4720 and Instructions
IRS Sample COI Policy
IRS Instructions for Form 1023 Exemption Application
EO Radio Show EP. 5: Nonprofit Basics: Navigating the Complex Rules That Describe A Public Charity
EO Radio Show EP. 21: Loot and Private Foundation Rules – Part 1
EO Radio Show EP. 22: Loot and Private Foundation Rules - Part 2
EO Radio Show EP #32: Nonprofit Basics: Insider Transactions and Nonprofits – What’s the Big Deal?
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This is the first in a series of episodes covering the federal and state laws that apply to business transactions between a nonprofit and its insiders such as directors, executives, substantial contributors, and entities controlled by them.
In this episode, I provide a general overview of the federal laws. I talk about the rules that cover financial transactions that nonprofit directors, trustees, and executives should address carefully before they occur, and the penalties and other adverse consequences to an organization and its managers and insiders who violate these laws.
In the next few episodes, I'll cover the related topics of conflict of interest policies and best practices for approving insider compensation.
Resources:
IRS Resources on Rebuttable Presumption for Compensation
IRS Form 4720 and Instructions
California Form RRF-1 and Instructions
EO Radio Show EP. 5: Nonprofit Basics: Navigating the Complex Rules That Describe A Public Charity
EO Radio Show EP. 21: Loot and Private Foundation Rules – Part 1
EO Radio Show EP. 22: Loot and Private Foundation Rules - Part 2
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. In this episode, I expand on an important concept that often comes up for private foundations when addressing the rules that require use of a minimum amount each year for charitable purposes. This is known in the industry as the minimum distribution requirement.
In the last episode, I talked about the general rules for computing a foundation’s distributable amount for the year, which is equal to the foundation’s minimum investment return with a number of adjustments. Today, we take a closer look at how to satisfy the minimum distribution rules by setting aside funds for a future purpose, and I’ll tell you a true story of a private foundation’s amazing resilience in using the set-aside rules in the face of regulatory roadblocks.
Resources:
IRS Form 8940 and Instructions (for requesting a set-aside ruling)
Compliance Guide for 501(c)(3) Private Foundations
IRS Summary of Minimum Distribution Rules
EO Radio Show #30: Nonprofit Basics: Private Foundation Minimum Distribution Requirements
EO Radio Show EP #18: Nonprofit Basics: Operating Foundation Rules
Private Letter Ruling 202302014
Taxes on Failure to Distribute Income - Private Foundations
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. Private foundations are required to spend a minimum amount each year for charitable purposes, which is known in the industry as the minimum distribution requirement. Like all other private foundation rules, there are a lot of exceptions and special rules. I’m not going to cover all the rules exhaustively in this episode, but listen in for an overview of the rules and resources for learning more about the topic.
Resources:
Compliance Guide for 501(c)(3) Private Foundations
IRS website summary of minimum distribution rules
EO Radio Show EP 18: Nonprofit Basics: Operating Foundation Rules
EO Radio Show EP 23: Nonprofit Basics: Supporting Organizations - Part 1
EO Radio Show EP 24: Nonprofit Basics: Supporting Organizations Part 2 - Orientation for Understanding Type III Supporting Organizations
Notice 2006-109
IRS 2022-2023 Priority Guidance Plan
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. Have you ever heard the phrase, “you’ll have to exercise expenditure responsibility as a condition for giving or receiving a grant,” and then decided to just go do something else? It’s too hard, too complicated, gets IRS scrutiny, just too scary. Expenditure responsibility, or “ER” as the foundation world refers to it, won’t send you to the ER but it can be bewildering and confusing until you’ve been on the giving or receiving end a few times. But it is really not that complicated. In this episode, I’ll explain what it is, why and when it applies, and how to comply with the requirements.
Resources:
IRC Section 4945(h) – Expenditure Responsibility
EO Radio Show EP 1: Nonprofit Basics: Overview of Nonprofit Charitable Organization Types: Corporation, LLC, Trust, Association and Fiscal Sponsorship
EO Radio Show EP 5: Nonprofit Basics: Navigating the Complex Rules That Describe A Public Charity
EO Radio Show EP 18: Nonprofit Basics: Operating Foundation Rules
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. Every January brings a slew of new laws that take effect at the federal and state level, and it seems that there are always new laws that affect the employer-employee relationship.
Our legal topic for today covers the new pay transparency law that applies to California employers. Even if you are not in California, these rules may be of interest since the Golden State often leads the nation on the legal front.
Join me for a great conversation with Farella Braun + Martel employment law partner Chandra Andrade.
Resources
Chandra S. Andrade Bio
California Pay Data Reporting: Frequently Asked Questions
SB 1162 Employment: Salaries and Wages
New Laws and Compliance Updates for California Employers in 2023
California’s Pay Transparency Act (SB 1162) – Are You Prepared?
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. I’m happy to have my colleague Nate Garhart back for a discussion on privacy laws and how they affect website content development, as well as online activities by nonprofits.
We’ll start our conversation with some basic background on when a nonprofit needs a privacy policy on its website and how to think about what should be posted on the website, and where.
Resources and notes:
Nate Garhart bio
Farella Privacy Blog
General Data Protection Regulation (GDPR)
California Consumer Privacy Act (CCPA)
EO Radio Show #26: Nonprofit Websites and Terms of Use - Best Practices and Common Pitfalls
EO Radio Show #20: Copyright Issues for Nonprofits
EO Radio Show #12: Hot Topics: Risk Management for Cybersecurity
1) Are all "nonprofits" exempt from the CCPA?
The CCPA applies to any "business," which it defines as a legal entity that is organized or operated for the profit or financial benefit of its shareholders or other owners." Generally, this would seem to exclude all nonprofits, but there have been arguments trying to include mutual benefit corporations. We have not seen any attempt to enforce the CCPA against a nonprofit of any kind to date. But, as discussed in this podcast episode, that doesn't mean nonprofits should ignore the CCPA. A nonprofit could be subject to the requirements of the CCPA through contract, through receiving personal information from a for-profit subsidiary or parent of the nonprofit, or by entering into a joint venture with a for-profit company. At any rate, whether a company is subject to the CCPA is not determined by its tax status, so the fact that a company is tax-exempt is not the end of the discussion.
2) Would the trading of email lists between two nonprofits amount to the "selling" of personal information under the CCPA?
The short answer is yes. "Selling" as defined by the CCPA includes any transfer of personal information to a third party for valuable consideration. The swapping of email lists would seem to qualify. But since nonprofits are generally not subject to the CCPA, it is unlikely such a trade would require the entity to employ a "Do Not Sell" button as would be required of a for-profit entity that similarly traded email lists.
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. Happy New Year, everyone! Today I talk with Farella’s Nate Garhart about websites and terms of use and the legal concepts relevant to nonprofits that have interactive websites. We’ll cover best practices as well as common pitfalls to avoid.
Resources:
EO Radio Show #20: Copyright Issues for Nonprofits
US Copyright Office
Nate Garhart bio
Farella Privacy Blog
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. As the year comes to a close, I thought it would be a good time to take a few moments to chat about important annual responsibilities. And to check in on other housekeeping that busy nonprofits sometimes overlook and that could be a good start for nonprofit leaders to put on their list of things to do in 2023.
Resources:
IRS Links:
About Form 990
FAQs re Forms W-2 and 1099 NEC
California Forms and Links:
Franchise Tax Board Form 199
Annual Registration Renewal, RRF-1
Secretary of State, Statement of Information
EO Radio Show #11: Nonprofit Basics: Amending Nonprofit Corporation Bylaws
EO Radio Show #12: Hot Topics: Risk Management for Cybersecurity
EO Radio Show #13: Nonprofit Basics: Document Retention Policies and Subpoenas, and a Conversation With Aviva Gilbert on Why Good Policies Matter
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. Episode 24 is the second of two parts that discuss supporting organizations as a special type of public charity. All supporting organizations must pass an organizational test, an operational test, a control test, and a relationship test. Supporting organizations are further classified as Type I, Type II, or Type III supporting organizations based on how they satisfy the relationship test. In this episode, I'll recap the basic requirements that apply to all three types and then look more closely at the complex requirements for a Type III supporting organization.
Resources:
Treasury Regulation Section 1.509(a)-4 Supporting Organizations
IRS page Supporting Organizations – Requirements and Types
IRS Notice 2014-4 provides interim guidance for Type III supporting organizations to governmental units
IRS Form 990 Schedule A and Instructions
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This episode is the first of two parts that discuss the definition of supporting organizations as a special type of public charity.
All supporting organizations must pass four tests: an organizational test, an operational test, a control test, and a relationship test. Supporting organizations are further classified as type one, type two, or type three supporting organizations based on how they satisfy the relationship test.
In this episode, I'll cover the basic requirements that apply to all three types and the additional rules for type one and type two. Type three will be covered in more detail in the next episode. So join me now for a dive into the supporting organization rules.
Resources:
Treasury Regulation Section 1.509(a)-4 Supporting Organizations
IRS page Supporting Organizations – Requirements and Types
Form 990, Schedule A: Pages 4-7 reporting required for Supporting Organizations
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. In this episode, my law partner Hons Yung and I finish our conversation about the first season of the Apple TV+ series Loot starring Maya Rudolph. We look at some technical legal topics and then we have some fun imagining being the lawyer for Molly Wells.
Resources:
Note to listeners from Cynthia: I did the math after the episode—$87 million is one-tenth of one percent of $87 billion!
Link to Loot on Apple TV +
EO Radio Show Episode 6: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 1: Candidate Campaign Intervention: https://www.fbm.com/exempt-organizations/publications/nonprofit-basics-election-year-issues-for-private-foundations-and-public-charities-part-1-candidate-campaign-intervention/
EO Radio Show Episode 8: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 3: Private Foundation Approaches to Policy Advocacy Allowed by the Internal Revenue Code: https://www.fbm.com/exempt-organizations/publications/nonprofit-basics-election-year-issues-for-private-foundations-and-public-charities-part-3-private-foundation-approaches-to-policy-advocacy-allowed-by-the-internal-revenue-code/
IRS form 4720 (Return of Certain Excise Taxes) Instructions: https://www.irs.gov/pub/irs-pdf/i4720.pdf
IRS form 990PF (Annual Return of Private Foundation) Instructions: https://www.irs.gov/pub/irs-pdf/i990pf.pdf
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. In this episode, my law partner Hons Yung and I bring you what we hope to be the first in an occasional series of reviews of popular media, feature films, episodic series, and other videos that feature charitable foundations, public charities, or charitable giving in fictional storytelling.
In this first installment, we look at the first season of the Apple TV+ series Loot starring Maya Rudolph. While we’ll still cover some technical tax topics, this time we do it in the context of a comedy, and we hope you enjoy it with us.
Stick around until the end when we cover some of our favorite aspects at the series.
Resources:
Hons Yung, Partner, Farella Braun + Martel: https://www.fbm.com/hons-yung/
Loot on Apple TV +
EO Radio Show Episode 2: Nonprofit Basics: Designators, Members, Directors, Officers: The Who’s Who of Nonprofit Governance - https://www.fbm.com/exempt-organizations/publications/nonprofit-basics-designators-members-directors-officers-the-whos-who-of-nonprofit-governance/
IRS form 4720 (Return of Certain Excise Taxes) Instructions: https://www.irs.gov/pub/irs-pdf/i4720.pdf
IRS form 990PF (Annual Return of Private Foundation) Instructions: https://www.irs.gov/pub/irs-pdf/i990pf.pdf
Hons Yung’s favorite movie podcast - The Rewatchables: https://www.theringer.com/the-rewatchables
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This episode covers the basics of copyright law that most nonprofits need to know about. We answer the questions: Who owns what? How does the owner protect their rights? Does the owner even want to? When can you use someone else's work?
My guest today is my colleague and friend Nate Garhart, an expert in intellectual property law at Farella Braun + Martel. Listen in!
Resources:
U.S. Copyright Office: https://copyright.gov/
Nate Garhart, special counsel, Farella Braun + Martel: https://www.fbm.com/nate-a-garhart/
Farella Privacy Blog: https://www.farellaprivacy.com/
EO Radio Show: Nonprofit Basics: Insurance Coverage for the New Nonprofit: https://www.fbm.com/exempt-organizations/publications/nonprofit-basics-insurance-coverage-for-the-new-nonprofit/
EO Radio Show: A Deeper Dive Into Insurance Topics for Nonprofits: Special Events Coverage and Considerations When Making Claims: https://www.fbm.com/exempt-organizations/publications/a-deeper-dive-into-insurance-topics-for-nonprofits-special-events-coverage-and-considerations-when-making-claims/
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. Many business lawyers are called on to advise public charities such as their kids' schools and sports leagues, soup kitchens, and homeless shelters, museums and cultural institutions, community foundations, and the occasional private foundation set up by a good client.
While much of the legal work for established nonprofits is the same as for any other business client, the tax-exempt status of these entities brings with it a host of income property and sales tax rules that are not necessarily obvious.
This episode highlights the most likely tax issues to arise for public charities and private foundations typically organized as corporations that are described in Internal Revenue Code section 501(c)(3). Similar traps exist for other common kinds of nonprofits. For example, social welfare organizations, trade associations, and social clubs, but other special rules also apply to those types of entities and are beyond the scope of this episode.
Resources:
IRS Form 990 and Schedules A through R
IRS Form 990 EZ
IRS Form 990-N
Description of Statutory Employees
EO Radio Show #6: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 1: Candidate Campaign Intervention
EO Radio Show #7: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 2: Legislative Lobbying Activities by Public Charities
EO Radio Show #8: Nonprofit Basics: Election Year Issues for Private Foundations and Public Charities Part 3: Private Foundation Approaches to Policy Advocacy Allowed by the Internal Revenue Code
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. In this Nonprofit Basics episode, Cynthia Rowland explains the meaning of operating foundation status for a private foundation under the federal tax rules. She also covers the test for obtaining and retaining that classification.
Resources:
IRS materials on operating foundation status
IRS form 4720 (Return of Certain Excise Taxes) Instructions
IRS form 990PF (Annual Return of Private Foundation) Instructions
IRS form 8940, (Request for Miscellaneous Determination)
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. In this episode of EO Radio Show, I will cover some federal Internal Revenue Code rules that charitable organizations and their donors need to know in order to make sure that the donors benefit from the charitable contribution deduction for their contributions.
After a brief overview of the landscape of contribution deduction rules, my guest Sarah Vandeweerdt, the co-head of the Trust, Estates, and Appraisals group at Christie's, will talk to us about appraisals of art and collectibles and is joining me from Rockefeller Center in New York City.
Resources:
IRS Publication 1771
IRS Publication 561
IRS Publication 8283
Fair Market Value: Christie’s Art Market Insights Podcast
For general enquiries at Christie’s, contact Client Service at info@christies.com or at +1 (212) 636-2000.
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. In this episode, we address the fiduciary duty of a nonprofit board when setting its investment policies and how to think about impact investing in the context of a diversified investment portfolio.
I'm delighted that we can take this opportunity to bring you a conversation with Craig Ayers, Senior Vice President and Senior Portfolio Manager at Whittier Trust Company and Gabe Rissman, President and Co-Founder of YourStake.
Craig will tell us about the modern portfolio manager's approach to integrating impact investments in a prudent portfolio and Gabe will give some perspective on metrics and how to think about more than just economic returns when assessing the ESG portfolio.
Resources:
UPMIFA Adoption
ABA Section of Real Property, Trust & Estate Law webinar: Sustainability Investments and ESG: What is it and what are the concerns?
YourStake Your Forum Blog, Forum and podcasts: https://yourstake-yourforum.mn.co/feed
YourStake website https://www.yourstake.org/
Invest Like You Mean It: Wealthier with ESG, by Anna Davies, Forbes Magazine (2020)
Can Doing Good Also Do Good for Your Portfolio? Two Experts Weigh in on the Benefits of ESG Investing, by Carrie Ruehlman, Better (2022)
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. In this episode, I'm delighted to bring you Part 2 of a conversation I had with Melissa Dalske, Chief Experience Officer at Nonprofits Insurance Alliance.
In Part 1, we talked about insurance basics and the insurance application process. Along with ideas about how to manage the insurance costs as an organization starts out. In Part 2, we take a deeper dive into special event coverage, best practices in managing claims, and the difference between insurance policies that are based on claims made in the coverage period as compared to an occurrence policy.
Resources:
EO Radio Show - Nonprofit Basics: Insurance Coverage for the New Nonprofit
Nonprofits Insurance Alliance Blog https://blog.insurancefornonprofits.org/blog
Learn more about Nonprofits Insurance Alliance: www.insurancefornonprofits.org
Follow Nonprofits Insurance Alliance on LinkedIn: https://www.linkedin.com/company/nonprofits-insurance-alliance/
Subscribe FREE to Nonprofits Insurance Alliance online magazine, designed to provide tools, tips and resources to nonprofit leaders: https://blueavocado.org/
Contact Melissa Dalske, Chief Experience Officer at NIA: mdalske@insurancefornonprofits.org
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. Risk management for a nonprofit starts with good governance, effective management and appropriate policies for employment practices, conflicts of interest and financial management among others. In today's conversation, I'd like to focus on the backstop to good risk management, that is appropriate insurance coverage, because misnakes happen. Yeah, I said that right. Misnakes.
In this episode, I'm delighted to bring you part one of a conversation with Melissa Dalske, Chief Experience Officer at Nonprofits Insurance Alliance. The alliance is an organization relied on by more than 24,000 nonprofit organizations in 32 states and the District of Columbia for their liability and property insurance needs. These nonprofits include animal rescues, children’s programs, group homes, senior organizations, art programs, food banks, community groups, foster family agencies, and many others. These organizations are essential to the health of the communities they serve.
Resources:
Nonprofits Insurance Alliance Blog https://blog.insurancefornonprofits.org/blog
Learn more about Nonprofits Insurance Alliance: www.insurancefornonprofits.org
Follow Nonprofits Insurance Alliance on LinkedIn: https://www.linkedin.com/company/nonprofits-insurance-alliance/
Subscribe FREE to Nonprofits Insurance Alliance online magazine, designed to provide tools, tips and resources to nonprofit leaders: https://blueavocado.org/
Contact Melissa Dalske, Chief Experience Officer at NIA at: mdalske@insurancefornonprofits.org
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This Nonprofit Basics episode covers record retention policies, document destruction schedules, and why they matter. You may have noticed that the IRS Form 990, that's the information return for nonprofit organizations, specifically asks the filing organization if it has a document retention policy. It is buried at line 14 of Section B to Part 6 of the current 990. While there is no penalty imposed by the Internal Revenue Code for not having a document retention policy, not only is it good form to be able to indicate "Yes" on Form 990, but also having a formal written retention policy is certainly a best practice.
Resources:
Farella Nonprofit Educations Series Webinar: Investigations, Audits, Subpoenas, Oh My!
IRS Form 990
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. For this episode, I'm delighted to bring you an interview with Tim Parisi, Incident Response Director at CrowdStrike. Tim and I discuss the significant cybersecurity threats to nonprofits large and small, and provide some tools and best practices so that these nightmare scenarios don't keep nonprofit leaders awake at night.
Resources:
CrowdStrike Blog: https://www.crowdstrike.com/blog/
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This episode covers legal aspects of amending the bylaws for a nonprofit corporation to change its governance, to update the bylaws for changes in the laws, or to conform the bylaw provisions to how the board is actually governing the organization.
I'll address the approvals that may be required to amend the governance provisions, how the amendments need to be reported to the IRS and state regulators, and some thoughts on recent developments for emergency governance provisions that nonprofit corporations may want to adopt.
Resources:
Addresses for submitting copies of amended bylaws:
- The current address for submitting copies of the documents to the IRS can be found at https://www.irs.gov/charities-non-profits/contact-irs-exempt-organizations.
- For entities tax exempt in California:
- The current address for submitting copies to the FTB is:
Exempt Organizations Unit, MS F120, Franchise Tax Board, P.O. Box 1286, Rancho Cordova, CA 95741, and can also be found on the FTB website at https://www.ftb.ca.gov/file/business/types/charities-nonprofits/help-with-charities-nonprofits.html. - The current address for submitting to the California Registry of Charitable Trusts is: Registry of Charitable Trusts, P.O. Box 903447, Sacramento, CA, 94203–4470. Alternative addresses are available on the Registry website at https://oag.ca.gov/charities/contacts.
- The current address for submitting copies to the FTB is:
Use IRS Form 8940 (Request for Miscellaneous Determination) to request determinations (other than initial exemption applications) about its tax-exempt status that may be affected by bylaw amendments. The one-page form is accompanied by instructions that specify what information needs to be submitted to support each of the nine types of requests that may be submitted.
Delaware Corporations Code Emergency Bylaws and Powers
California Corporations Code Emergency Bylaws and Powers
Public Benefit Corporations
Mutual Benefit Corporations
Religious Corporations
EO Radio Show Episode 1: Nonprofit Basics: Overview of Nonprofit Charitable Organization Types: Corporation, LLC, Trust, Association and Fiscal Sponsorship
EO Radio Show Episode 3: Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This episode provides a checklist of considerations when organizing a new charity to provide relief in the aftermath of a disaster, such as an earthquake, hurricane, wildfire, pandemic, terrorist attack, or war.
Many disasters require long-term recovery efforts, long-term fundraising, and a long-term commitment to the victims. This episode focuses on the many steps the new organization needs to tackle on its way to providing effective disaster relief.
Resources:
Episode 5: Nonprofit Basics: Navigating the Complex Rules That Describe A Public Charity
IRS Form 3833: Disaster Relief, Providing Assistance Through Charitable Organizations.
IRS Form 1023
IRS Publication 1771: Charitable Contributions and Substantiation Requirements
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This Nonprofit Basics episode addresses some common charitable questions that come up in the immediate aftermath of disasters: earthquakes, hurricanes, wildfires, pandemics, terrorist attacks, and wars.
Generous Americans look for immediate ways to create new organizations or charitable programs to support those affected by fundraising, direct service, or financial or material support. This episode focuses on distinguishing between charitable disaster relief for a charitable class, as compared to private gifts to a specific individual. A relief effort for a charitable class can be funded from a charity or a foundation.
Resources:
Disaster Relief, Providing Assistance Through Charitable Organizations: https://www.irs.gov/pub/irs-pdf/p3833.pdf
Disaster Relief: Meaning of “Charitable Class”: https://www.irs.gov/charities-non-profits/charitable-organizations/disaster-relief-meaning-of-charitable-class
NGOsource: What Does It Mean to Be Charitable: https://www.ngosource.org/blog/what-does-it-mean-to-be-charitable
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This Nonprofit Basics episode is the third of a three-part series on election year activities for public charities and private foundations. Part 3 addresses private foundation approaches to policy advocacy that are allowed by the Internal Revenue Code.
Part 1 addressed the prohibition on intervention in candidate campaigns for elected office and Part 2 focused on legislative lobbying activities for public charities.
Resources:
Webinar: Election Year Issues for Private Foundations and Public Charities
Bolder Advocacy Article: Private Foundations May Advocate
If you have suggestions for topics you would like us to discuss, please email eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This Nonprofit Basics episode is the second of a three-part series on election year activities for public charities and private foundations.
Part 1 addressed the prohibition on intervention in candidate campaigns for elected office. Part 2 focuses on legislative lobbying activities by public charities.
This discussion addresses permitted educational and advocacy activities, the definition of lobbying, and the two different rules that apply to public charity legislative lobbying under the subjective test of Section 501(c)(3) or the elective test for charities that make the 501(h) election, which allows for an objective limitation on lobbying expenditures.
Part 3 will address allowed private foundation approaches to advocacy.
Resources:
Farella Webinar: Election Year Issues for Private Foundations and Public Charities
Bolder Advocacy Podcast: https://bolderadvocacy.org/podcast/
IRS Chart: Common Tax Law Restrictions on Activities of Exempt Organizations
IRS Form 5768 for 501(h) election: https://www.irs.gov/pub/irs-pdf/f5768.pdf
National Council of Nonprofits: Taking the 501h Election: https://www.councilofnonprofits.org/taking-the-501h-election
Treasury Regulations on Exempt Purpose Expenditures: https://www.law.cornell.edu/cfr/text/26/56.4911-4
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com.
Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show – Your Nonprofit Legal Resource. This Nonprofit Basics episode is the first of a three-part series on election year activities of public charities and private foundations. In this part 1, I address the prohibition on intervention in candidate campaigns for elected office.
Part 2 will focus on legislative lobbying activities for public charities. That discussion will address permitted educational and advocacy activities, certain definitions, and other rules that apply to public charity legislative lobbying under either the subjective test of section 501(c)(3) or the elective test under Section 50(h).
In the final part of this series, I'll address the allowable private foundation approaches to advocacy.
Resources:
Farella Webinar: Election Year Issues for Private Foundations and Public Charities
Bolder Advocacy Resource Library
IRS Chart: Common Tax Law Restrictions on Activities of Exempt Organizations
Treasury Regulation 53.4945-3, Voter Registration Drives
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show. This nonprofit basics episode is intended to help a founder of a new charity to navigate the complex rules that describe a public charity. Many people think that the designation 501c3 means an organization is a charity, but there is more to it than that.
In this episode, we'll talk about the IRS classifications that distinguish between a public charity and a private foundation. We’ll talk about the four basic paths to public charity status and try to dispel some of the mysteries surrounding what it means to be recognized by the Internal Revenue Service as a public charity. Then, we’ll close with some tips for a new organization that intends to qualify for public charity status based on fundraising from the public or, alternatively, primarily from generating income from their exempt function.
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
Resources:
Exempt Organization Types: https://www.irs.gov/charities-non-profits/exempt-organization-types
Schedule A, Public Charity Tests: https://www.irs.gov/pub/irs-pdf/f990sa.pdf
Instructions to Schedule A: https://www.irs.gov/pub/irs-pdf/i990sa.pdf
The Wonderful World of Foundation Classification:
https://www.stayexempt.irs.gov/home/depth-topics/wonderful-world-foundation-classification and
https://www.stayexempt.irs.gov/se/files/downloads/FoundationClassification_Print.pdf
Internal Revenue Code Sections:
https://www.law.cornell.edu/uscode/text/26/509
https://www.law.cornell.edu/uscode/text/26/170
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
The worst nightmare for most nonprofit board members is a complaint that sparks an investigation of misconduct at the organization. The ember may have been burning for some time before the board becomes aware of it or may be a sudden wind-driven catastrophe that started with one person’s bad or inept act.
No matter the source, how can the board best surround the organization with a defensible space? And, once battling the heat of the disaster, what to do?
In today's EO Radio Show we'll discuss best practices in board policies that help to identify issues early, respond early, and minimize the toll of an investigation.
Resources:
Investigations, Audits, Subpoenas, Oh My! (Webinar)
Filing a Complaint About a Charity or Charitable Solicitation
California Form RRF-1
Aviva J. Gilbert, Partner, Farella Braun + Martel
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Under state law, the business and affairs of a nonprofit corporation must be managed and all corporate powers are to be exercised by and under the direction of the board of directors. Each director has personal duties to the corporation.
Principally, these duties are the duty of care and the duty of loyalty, and that's what we'll talk about in this episode of EO Radio Show.
Resources:
Attorney General’s Guide for Charities; Best Practices for nonprofits that operate or fundraise in California; see Chapter 7, Directors & Officers of Public Benefit Corporations
What Every Prospective Nonprofit Board Member Needs to Know, by Lauren A. Galbraith
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
This Nonprofit Basics episode covers some of the roles that people play in the governance of a nonprofit corporation. We are focused here mostly on nonprofit corporations, although nonprofits can be formed as charitable trusts.
Let's go over the nonprofit corporation governance positions first, and then we'll circle back to how these concepts of governance apply in the trust structure.
Resources:
New York Attorney General Publication on Nonprofit Director Responsibilities
Guidebook for Directors of Nonprofit Corporations, Third Edition
National Association of State Charity Officials Resources page
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
This Nonprofit Basics episode gives an overview of the choices of legal form for nonprofit organizations that are intended to be tax exempt under US law.
Before we even get to the questions of tax exemption, charitable fundraising, regulatory compliance, governance and the myriad legal issues that charity and foundation leaders need to think about, a basic understanding of the legal entity is really important.
If you have suggestions for topics you would like us to discuss, please email us at eoradioshow@fbm.com. Additional episodes can be found at EORadioShowByFarella.com.
Resources:
The ABCs of Nonprofits, Second Edition By Lisa Runquist
Delaware Model Certificates of Incorporation
Model Nonprofit Corporation Act, and states where adopted
Uniform Law Commission on Uniform Unincorporated Association Act status
DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.
Welcome to EO Radio Show, Your Nonprofit Legal Resource, brought to you by the Exempt Organizations Group at Farella Braun + Martel.
My name is Cynthia Rowland. I’m a business and tax partner at Farella with more than 30 years of experience advising clients on nonprofit and charity law. I help philanthropists, including private individuals as well as for-profit and nonprofit organizations, who wish to make the world a better place.
Through this podcast, our lawyers and guests will discuss a range of legal and business issues impacting the nonprofit world because we understand you work hard every day to make your community a better place to live and work.
We hope you will appreciate discussions of basic legal principles, as well as in-depth technical discussions of the legal and regulatory landscape.
Topical presentations and guests on EO Radio Show will focus on helping you reach a solid understanding of what it takes to organize, operate and lead an effective charitable organization that presents itself as a professional and trustworthy partner.
Starting with a key legal concept, each show will focus on an essential piece of the framework in which charities operate, and will explain how the right understanding leads to a well-functioning organization.
We will also help you understand the legal world in which charities operate and will provide detailed links and connections to additional resources on the topic of the day.
We want you to think of EO Radio Show as a modern-day audio treatise on charity legal issues and the practical application of legal principles for the effective operation of a charity.
EO Radio Show is for all professionals, whether you are leading, funding, advising, or operating a public charity or private foundation that aspires to be a force for good in your space. You work hard every day to make your communities and the world a better place.
We’re happy you’ve chosen to join us on this journey here or on any podcast platform, or by visiting EORadioShowByFarella.com.
Again, welcome to EO Radio Show. We’re glad you’re here.