Governance of the Social Enterprise: Structural and Operational Considerations

State Bar of Texas, Governance of Nonprofit Organizations Course, Austin, Texas

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Social enterprises use business methods to do good.  Whether certified as a B Corp., operating as an L3C, or taking another form, these organizations give entrepreneurial voice to mission activities.

Written to serve as an introduction to this developing sector, this paper systematically examines half-a-dozen structural options for Social Enterprises, including nonprofit, for-profit, and dual purpose models.  The bulk of the paper examines the responsibilities of managers/owners and tax issues unique to each model’s governance structure and purpose before delving into government regulations specific to this new sector.  A variety of real-world examples and a flowchart overview for selecting the best structure for your purposes are included, and helpful resources are cited throughout.

Texas Tech Estate Planning & Community Property Law Journal CLE and Expo

121198591On Friday, March 4, 2016 I had the pleasure of speaking at the Texas Tech Estate Planning & Community Property Law Journal CLE and Expo in Lubbock, Texas.  This is a fantastic event created by Professor Gerry Beyer at Texas Tech School of Law and hosted/put on by students of the law school who are involved with the Estate Planning Journal.  They do a first-rate job with all aspects of the conference.

I was first up on Friday morning to speak on the topic “Care and Feeding of Private Foundations and Public Charities.”  Because my practice is primarily charity facing (as opposed to doing planning for the donor), it is always interesting to speak to estate planners.  I am always trying to find a way to make what I am talking about relevant to that community.  For this conference, I began by explaining that there seems to be a commonality among all people wanting to help their fellow man, though the breadth and scope of that help is certainly different depending on the person.  This is particularly true in America, as we see individuals helping their neighbor, grassroots efforts to provide help for a community, and even larger philanthropy.  In fact, this is not new to the current generation.  In his extensively researched book, America’s Nonprofit Sector: A Primer, 3rd Edition, Lester M. Salamon cites to a visit Alexis de Tocqueville made to America in 1835 when writing about democracy.  De Tocqueville wrote that “wherever at the head of some undertaking you see the government in France, or a man of rank in England, in the United States, you will be sure to find an association.”  This remains true today, and whether it is very wealthy donors influenced by family philanthropy or The Giving Pledge or folks who are not independently wealthy who simply want to make a difference in their neighborhood, school, community, or world, lawyers and other professional advisers are uniquely positioned to come alongside to help those helping others.  However, to most effectively do that, all of us (especially estate planners) have to understand the basic concept of the independent sector.  This presentation is intended to provide those basic contours.  The paper can be accessed here and the PowerPoint slides can be accessed here.

Troublesome Trust Topics

State Bar of Texas, Governance of Nonprofit Organizations Course, Austin, Texas, (co-presented with David Rosenberg)

What is a charitable trust and how does it operate?  Can you modify a charitable trust and with whose permission?  How can a charitable trust be converted to a nonprofit corporation, and vice versa?  Charitable trusts can serve useful purposes in the world of tax-exempt organizations, particularly as private foundations and endowments.  However, they are unique in many ways and that uniqueness can create troublesome situations.  Curious about charitable trusts?  This paper and presentation are for you!