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Nonprofit Governance: Law, Practices, and Trends

ISBN: 978-0-470-48619-1
432 pages
April 2009
Nonprofit Governance: Law, Practices, and Trends (0470486198) cover image
A complete analysis of the law, practices, and trends of nonprofit governance from two of the nation's leading lawyers on the law of tax-exempt organizations

Recent scandals in the charitable sector as well as the adoption of a myriad of nonprofit best practices and guidelines have created a need and demand for better governance of nonprofits. In Nonprofit Governance, renowned author Bruce R. Hopkins and his law partner, Virginia Gross, share their combined decades of legal expertise to provide a comprehensive, authoritative examination of the law, practices, and trends of nonprofit governance.

In this comprehensive, one-stop resource, Hopkins and Gross deftly summarize the law that exists and explain and evaluate the many good governance principles that have been promulgated. Nonprofit Governance helps leaders and managers of nonprofit organizations, and their lawyers, accountants, and advisors, to:

  • Understand the legal backdrop for nonprofit governance
  • Sift through the numerous good governance principles and guidelines
  • Select the ones that most appropriately apply to their particular organization
  • Devise suitable policies and procedures
  • Improve their operations and effectiveness
  • Undertake a comprehensive governance legal audit
  • Be in a position to file Forms 990 that cast them in the best possible light regarding nonprofit governance

Nonprofit Governance is a must-read for anyone facing good governance decisions in a nonprofit organization and is lost in the maze of conflicting principles, ever-increasing policies and procedures, murky law, and the intensity of the IRS in insisting on adoption of various principles in the absence of legal requirements for them.

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Book Citations.

Preface.

Chapter One: Federal and State Law Fundamentals.

1.1 State Law Overview.

1.2 Formation of Organization.

1.3 Board of Directors Basics.

1.4 Principles of Fiduciary Responsibility.

1.5 Duties of Directors.

1.6 Board Composition and Federal Tax Law.

Chapter Two: Board Members: Responsibilities and Liability.

2.1 Board of Directors Governance Principles.

2.2 Role of Officers.

2.3 Key Employees.

2.4 Management Companies.

2.5 Board Member Responsibilities.

2.6 Protections against Personal Liability.

2.7 Minimizing Board Member Legal Liability.

Chapter Three: Nonprofit Organizations Governance Principles.

3.1 Governance Philosophy in General.

3.2 Sarbanes-Oxley Act.

3.3 Watchdog Agencies’ Standards.

3.4 California's Nonprofit Integrity Act.

3.5 Senate Finance Committee Staff Paper.

3.6 U.S. Treasury Department's Voluntary Best Practices.

3.7 Committee for Purchase Proposed Best Practices.

3.8 Panel on Nonprofit Sector Recommendations.

3.9 Boards of Exempt Credit Counseling Organizations.

3.10 Draft of IRS Good Governance Principles.

3.11 American National Red Cross Governance Modernization Act Principles.

3.12 Panel on Nonprofit Sector Good Governance Principles.

3.13 Redesigned IRS Annual Information Return (Form 990).

3.14 IRS LifeCycle Educational Tool Principles.

3.15 Commentary.

Chapter Four: Governance and the Redesigned Form 990.

4.1 Governing Body and Management.

4.2 Policies.

4.3 Disclosure.

Chapter Five: Nonprofit Governance Issues.

5.1 Perspectives on Nonprofit Governance.

5.2 Governing Board Size.

5.3 Governing Board Composition.

5.4 Role of Governing Board.

5.5 Organization Effectiveness and Evaluation.

5.6 Board Effectiveness and Evaluation.

5.7 Frequency of Board Meetings.

5.8 Term Limits.

5.9 Board Member Compensation.

5.10 Audit Committees.

5.11 Other Committees.

5.12 Compliance with Law.

5.13 Categories of Expenditures.

5.14 Disclosures to Public.

5.15 Mission Statements.

5.16 Codes of Ethics.

5.17 Conflict-of-Interest Policies.

5.18 Whistleblower Policies.

5.19 Document Retention and Destruction Policies.

5.20 Fundraising Practices.

5.21 Role of IRS in Governance.

Chapter Six: Policies and Procedures for Good Governance.

6.1 Sources of Policies.

6.2 IRS Focus on Policies and Procedures.

6.3 Discussion of Specific Policies and Procedures.

6.4 Colleges and Universities.

6.5 Other Policies.

Chapter Seven: Nonprofits in the Spotlight:  Governance Case Studies.

7.1 The American National Red Cross.

7.2 The Smithsonian Institution.

7.3 American University.

7.4 J. Paul Getty Trust.

7.5 University-Affiliated Medical Centers.

7.6 Lessons Learned.

Chapter Eight: Law for Nonprofit Board Members: A Primer.

8.1 Nonprofit Organizations.

8.2 Tax-Exempt Organizations.

8.3 Categories of Tax-Exempt Organizations.

8.4 Tax-Exempt Organizations Law Basics.

8.5 Legislative Activities Law.

8.6 Political Activities Law.

8.7 Public Charities and Private Foundations.

8.8 Reporting Rules.

8.9 Disclosure Rules.

8.10 Unrelated Business Rules.

8.11 Subsidiaries.

8.12 Joint Ventures.

8.13 Other Aspects of Law of Exempt Organizations.

8.14 Charitable Giving Rules.

8.15 Federal Law as to Fundraising.

8.16 State Fundraising Law.

8.17 IRS Audits.

8.18 Bankruptcy.

Chapter Nine: Governance Legal Audit.

9.1 Inventory of Basics.

9.2 Governance.

9.3 Policies and Procedures.

9.4 External Relationships.

9.5 Tax-Exempt Status.

9.6 Private Inurement Doctrine.

9.7 Private Benefit Doctrine.

9.8 Excess Benefit Transactions.

9.9 Self-Dealing Rules.

9.10 Actions by Organization.

9.11 Public Charity Classification.

9.12 Private Foundation Rules.

9.13 Donor-Advised Funds.

9.14 Endowment and Other Funds.

9.15 Legislative Activities.

9.16 Political Campaign Activities.

9.17 Other Forms of Advocacy.

9.18 Subsidiaries.

9.19 Bifurcation Basics.

9.20 Tax-Exempt Subsidiaries.

9.21 Taxable Subsidiaries.

9.22 Revenue from Subsidiary.

9.23 Joint Venture Basics.

9.24 Joint Ventures—Other Elements.

9.25  Unrelated Business Analysis.

9.26 Commerciality Doctrine.

9.27 Annual Information Returns.

9.28 Disclosure Requirements.

9.29 Considerations for Lawyer Conducting Legal Audit.

Index.

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Bruce R. Hopkins is a senior partner with the firm Polsinelli Shughart PC. He is also the author or coauthor of more than twenty-five books, all published by Wiley, including The Law of Tax-Exempt Organizations, Ninth Edition; The New Form 990; and Nonprofit Law Made Easy. Hopkins earned his juris doctorate and master of laws degrees at The George Washington University. He has practiced law for forty years and is a member of the District of Columbia and Missouri bars.

Virginia C. Gross is a shareholder of Polsinelli Shughart PC. Ms. Gross concentrates her practice in the field of nonprofit law and is a frequent writer and speaker on nonprofit issues. She is listed in The Best Lawyers in America for nonprofit organizations/charity law for 2008 and 2009. She is a coauthor of The New Form 990, published by Wiley. Ms. Gross earned her juris doctorate at the University of Texas. She is a member of the District of Columbia, Texas, Missouri, and Kansas bars.

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