Creating Subsidiaries of Tax-Exempt Organizations

1159518571-copyState Bar of Texas, 15th Annual Governance of Nonprofit Organizations Course, Austin, Texas, 08/25/2017

Tax-exempt organizations utilize subsidiaries and related organizations for a number of different reasons ranging from management concerns to liability protection to tax necessity. While the nonprofit corporate form is generally used for charitable organizations conducting commercial activities, a number of different forms should be considered for a subsidiary or affiliate organization. This paper and presentation explore many of these considerations while exposing seemingly unforeseen traps, all while being mindful of the ultimate legal issue tax-exempt entities face: “How will this impact our exempt status?”

LLCs in the World of Nonprofit and Mission-Minded Organizations

LLCs in the World of Nonprofit and Mission-Minded Organizations26th Annual LLCs, LPs and Partnerships Conference and Primer, Austin, Texas, 07/13/2017

The opportunity to use the LLC form for nonprofit and mission-minded purposes is rarely considered by practitioners not working in the tax-exempt organization space, but this popular entity choice proves to be advantageous when utilized in this capacity as well and has become more discussed following the creation of the Chan Zuckerberg Initiative.  This paper and presentation look at various ways the LLC may be used in the nonprofit and mission-minded area, including use of the single member LLC for liability protection and ancillary joint venture participation, use of the LLC for social enterprise businesses, and use of the LLC by entrepreneurs engaged in philanthropy.

Liability and Ethical Considerations of Board Members and Counsel in Fundraising

83826983-2Planned Giving Council of Houston, 2017 Annual Conference, Houston, Texas, 04/27/2017

Serving as an officer or director of a 501(c)(3) tax-exempt organization, or serving as a trustee of a charitable trust, involves acting in a fiduciary capacity.  Likewise, when counsel is representing the organization, he or she does so in a fiduciary capacity.  While fiduciary duties are often considered in the context of governance generally, this presentation considers how the fiduciary duties play out in the context of fundraising along with ethical considerations—those considerations which may not implicate a fiduciary obligation but nevertheless should be understood for ethical practice.  The presentation provides an overview of legal duties of decision makers of Texas nonprofit corporations with a specific focus on fundraising, gift acceptance, and ancillary issues.  Additional information may be found in the related reference outline, Governance of Nonprofits.