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Good Counsel: Meeting the Legal Needs of Nonprofits

ISBN: 978-1-118-08404-5
320 pages
January 2012
Good Counsel: Meeting the Legal Needs of Nonprofits (1118084047) cover image
A concise overview of the legal needs of nonprofit organizations

Good Counsel is a compact and personable overview of the legal needs of nonprofits, crafted by one of America's most astute nonprofit general counsels. The book distills the legal needs of the 1.8 million tax-exempt organizations in the United States.Written in a clear and accessible style, with plenty of humor and storytelling as well as illustrative case studies, Good Counsel explains the basics of nonprofit corporate law, governance, and the tax exemption. It then takes a department-by-department look at legal topics relevant to program, fundraising, finance, communications, human resources, operations, contracts, government relations, and more. Good Counsel is designed help organizations fulfill their missions to do the public good.

Designed to impart confidence and demystify the issues, Good Counsel is a must-read for nonprofit professionals and board members as well as lawyers and law students. Using Good Counsel as their playbook, lawyers, executives, and trustees can get an overview of the most common legal, governance, and compliance issues facing their organization and together ramp up a top-notch legal function.

  • Contains practice pointers, checklists, and assessment tools
  • Features sample contracts, licenses, and other form documents
  • Filled with case studies and end-of-chapter focus questions, as well as available lesson plans for easy classroom use by educators in business, management, public policy, and law schools

Good Counsel is the first-of-its-kind guidebook written by the sitting General Counsel of a major nonprofit. Written by influential author, speaker, and Bar leader Lesley Rosenthal, the General Counsel of Lincoln Center for the Performing Arts, Good Counsel shares the insights of a Harvard Law School graduate with years of in-house and business law experience as well as board service.

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Preface xi

Acknowledgments xvii

Introduction xix

Who Should Use This Book xx

Features of the Book xxi

How This Book Is Set Up xxii

Preliminary Observations xxiv

Illustrative Cases xxvii

Part I An Overview of Nonprofits’ Legal Needs

Chapter 1 What Good Counsel Can Do for Nonprofits 3

What Legal Needs Do Nonprofits Have in Common? 4

Beyond Laws about Nonprofits: Complying with Business Laws, Too 11

First Stop for Legal Advice: CYA (Consult Your Attorney) 12

In Sum/Coming Up Next 14

Chapter 2 Nonprofit Legal Basics: Corporate Law and the Requirements of the Tax Exemption 19

The Benefi ts of Incorporating 19

Getting Organized as a Nonprofit Corporation 22

Following Good Corporate Law Practices 24

Obtaining Recognition of Tax-Exempt Status 28

Maintaining Tax-Exempt Status 31

Meeting Additional IRS Expectations 34

Chapter 3 Good Counsel about Corporate Governance 47

What Does the Board Do? 47

Advocacy and Independent Judgment: Counsel in Relation to the Chief Executive 58

When Governance Fails: Learning by Negative Example 59

Part II A Grand Tour of Nonprofits’ Business Law Needs

Chapter 4 Contracts and Intellectual Property: Laws that Matter to Program Staff 67

Understanding the Organization’s Program 67

Contracts: At the Heart of the Program’s Legal Arrangements 68

What Is Intellectual Property (and What Does It Have to Do with Nonprofits?) 81

Copyright Law for Nonprofits: An Introduction 82

Chapter 5 Counseling the Rainmakers: Legal Aspects of Raising Money 93

A Lawyer’s Introduction to Fundraising 94

Laws That Matter to Fundraisers 99

Other Places Where Legal Meets Fundraising 112

Better Fundraising Through Good Governance and Compliance 117

Chapter 6 Laws That Matter to the Finance Department (or Not-for-Profit, but Not-for-Loss Either) 123

Understand the Big Financial Picture 124

A Year in the Life 132

Other Places Where Legal and Finance Meet 135

Chapter 7 Getting Personnel: Human Resources Law for Nonprofits 155

Human Dynamics, Nonprofi ts, and the Law 157

Key Legal Elements of Employment Relationships 159

Other Laws that Matter to Nonprofi t Human Resources Professionals 169

Chapter 8 Getting the Word Out, Legally: Counseling the Nonprofit Communications Team 185

Introduction to the Legal Aspects of Nonprofi t Communications 185

What Nonprofi t Marketing Directors Should Know about Trademark Law 186

Clearing Rights to Use the Protected Works of Others 199

Consumer Regulatory Laws 211

Getting the Word Out, Digitally 214

Other Places Where Legal Meets Communications 217

Chapter 9 Legal Meets Operations, Facilities Management, and Security 223

Laws That Matter to Operations 225

About Leases 233

Risk Management and the Chief Operating Officer 240

Chapter 10 Political Activities and Governmental Lobbying 243

Thou Shalt Not Politick 243

Lobbying: Advocacy with Limits 247

Recordkeeping, Registration, and Financial Disclosure 250

What Isn’t Lobbying? 251

Part III For Good Counsel Only

Chapter 11 Taking Charge of the Legal Function 257

Catalogue and Prioritize Legal Needs 258

The Softer Skills of Good Counsel 265

Chapter 12 Finding Your Dream Job as In-House Counsel at a Nonprofit 271

Where to Begin Searching for an In-House Job at a Nonprofit 271

How to Position Yourself to Win an In-House Job in a Nonprofit 272

Don’t Believe the Myths 282

Chapter 13 Mobilizing Other Legal Forces for the Good 287

Paid and Pro Bono Representations 288

A Broad-Gauge Role for the Legal Profession in the Nonprofit Sector 294

Notes 297

Index 311

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LESLEY ROSENTHAL leads the legal, governance, and compliance functions of Lincoln Center for the Performing Arts, Inc. Since 2005 she has fashioned the legal context for the renowned arts center's world-class cultural and educational offerings, its entrepreneurial initiatives in media, fashion, and international consulting, and the $1.2 billion redevelopment of its iconic physical complex. Rosenthal has served in many roles throughout the nonprofit sector, including for the New York State Bar Association and its Foundation. For thirteen years she was in private practice as a business, litigation, and technology lawyer at Paul, Weiss, Rifkind, Wharton & Garrison in Manhattan. Rosenthal graduated from Harvard College and Harvard Law School. The National Organization for Women (NOW-nyc) has named her a "Woman of Power and Influence." Follow her on Twitter @GoodCounselBook.

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“Great resource... Her writing style is less lawyerly, and well, human. The book is filled with stories, practical resources, and tools.” Beth’s Blog: How Nonprofits Can Use Social Media

“Remarkable, up-to-date and virtually all-inclusive practice treatment...An impressive array of guidelines and how-to suggestions and materials intended to train incoming counsel and those on both sides of the attorney-client relationship.” New York Bar Journal

“A true must-read for nonprofit lawyers, executives, board members and even law students....If you interact with nonprofits, this is the book.” New York Law Journal

“Rosenthal gives us the scoop on how lawyers can parlay their firm experience into a job in the nonprofit sector.” (amlawydaily, April 2012)

“There is no doubt that once you have this book in your hands, you’ll be grateful, whether you’re a development director, the ED, or a ‘member of the board’. Add Good Counsel to your nonprofit management bookshelf and make sure that your entire management team knows about it.” (About.com, February 2012)

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May 02, 2012
GOOD COUNSEL A ROADMAP TO NEW YORK’S NEW PRO BONO REPORTING REQUIREMENT

 

ROSENTHAL BOOK ON MEETING THE LEGAL NEEDS OF NONPROFITS SHOWS

THE WAY TO 50 HOURS OF FULFILLING PRO BONO WORK

LINCOLN CENTER’S GENERAL COUNSEL MAPS OUT MEANINGFUL PROJECTS IN 10 WORKPLANS ON A WIDE SELECTION OF TOPICS  

Hoboken, New Jersey, May 2, 2013 – Wiley - New York State’s Chief Judge increased to 50 hours from 20 hours per year the amount of pro bono legal services to which New York lawyers should aspire.  Lawyers are now required to report biennially the amount of unpaid legal services and voluntary contributions made to organizations assisting the underserved and the poor.  New York’s move followed seven other states requiring lawyers to report pro bono hours, including Illinois and Florida.  As emphasized by Chief Judge Lippman, "I have every confidence that the steps we take today will help increase pro bono service and narrow the enormous access to justice gap in our state.”

With her book Good Counsel: Meeting the Legal Needs of Nonprofits (John Wiley & Sons 2012), Lesley Rosenthal, the General Counsel of Lincoln Center for the Performing Arts, maps out ready-made and meaningful pro bono projects for attorneys interested in serving the legal needs of charities.

Released in 2012 in anticipation of an upsurge in lawyers’ interest in providing pro bono service to charities, particularly among corporate or transactional lawyers who have not yet found their way to pro bono work, Good Counsel provides 10 work plans and companion text for lawyers to help nonprofits in areas such as corporate law, governance, contracts, copyright law, trademarks, fundraising, trusts & estates, investments, labor and employment, social media, litigation, regulatory matters, real estate and investigations, and lobbying/government relations. Using Good Counsel, attorneys can immediately get to work tackling common legal, governance and compliance issues facing charities.

Using Good Counsel as their playbook, attorneys in New York and nationwide are shaping actionable projects in fulfillment of pro bono requirements, better service to underserved populations by organizations, and the greater good. 

What lawyers, students, academics and nonprofit leaders are saying about Good Counsel 

“Good Counsel is brilliant counsel.  Some books make a difference.  Others make a great difference.  Very few become standards.  This work by Lesley Rosenthal will become a standard of the nonprofit world.” 

Peter S. Britell, Universityof MiamiLaw News, Feb. 2013.  (link for reference:  http://www.law.miami.edu/news/2013/february/img/pdf-2490a.pdf)

New York Bar Journal: “A remarkable, up-to-date and virtually all-inclusive practice treatment...An impressive array of guidelines and how-to suggestions and materials intended to train incoming counsel and those on both sides of the attorney-client relationship."

Robert L. Ostertag, Past President, NYSBA. July-Aug. 2012.

Philanthropy Front and Center: “Good (and understandable) Counsel. Useful tool...practical, readable! Many will want a personal copy for staff, trustees and (if they have one) for their own attorneys."

Patricia Pasqual, Director, Foundation Center, May 3, 2012.

 

Amlawdaily: “Rosenthal gives us the scoop on how lawyers can parlay their firm experience into a job in the nonprofit sector.”

Vivia Chen, The Careerist, April 2012 

New York Law Journal: "A true must-read for nonprofit lawyers, executives, board members and even law students....If you interact with nonprofits, this is the book."

Stephen P. Younger, Past President, NYSBA, Feb 21, 2012.

About.com: “There is no doubt that once you have this book in your hands, you’ll be grateful, whether you’re a development director, the ED, or a ‘member of the board’. Add Good Counsel to your nonprofit management bookshelf and make sure that your entire management team knows about it.” 

Joanne Fritz, Nonprofit Charitable Orgs Guide, Feb. 2012.

 

Does Your Nonprofit Need Legal Counsel About Using Social Media?: “Great resource... Her writing style is less lawyerly, and well, human. The book is filled with stories, practical resources, and tools.”

Beth Kanter, How Networked Nonprofits Leverage Networks and Data for Social Change, Jan. 17, 2012.

 

 

 

Good Counsel: Meeting the Legal Needs of Nonprofits is available for purchase at www.wiley.com/buy/9781118084045.  It is also available at Amazon.com and BN.com in hard cover and e-book editions.

 

About the Book

Good Counsel: Meeting the Legal Needs of Nonprofits (Wiley, ISBN: 978-1-1180-8404-5; Hardcover / 352 pages / $80.00) is the first-of-its-kind guidebook written by the sitting General Counsel of a major nonprofit.  It takes a department-by-department look at legal topics relevant to programs, fundraising, finance, communications, human resources, operations, contracts, government relations, and more. Workplans accompanying each chapter are designed to launch productive relationships between counsel or supervised law students and nonprofits in need of legal advice. The book imparts confidence, demystifies issues, and leverages legal resources to help organizations do the public good. With illustrative examples from human services, higher education, cultural, and other organizations, Good Counsel also contains focus questions, practice pointers, case studies, sample documents and other explanatory materials for educators, practitioners and students.  Used along with its companion website, the book shows readers how to: 

  • Energize the boardroom with role clarity and trustee engagement
  • Boost fundraising activities
  • Negotiate contracts that serve the organization’s best interests
  • Support a committed workforce with sound employment policies
  • Strengthen the organization’s name and protect its good works
  • Understand the business model and applicable regulations
  • Find the sweet spot for entrepreneurial initiatives
  • Start up or step up a network of legal supporters

The book also reveals how good governance ties to mission and fundraising; how to protect the organization’s name and monetize its original works; potent phrases that can turn gift pledges into enforceable contracts; and one thing NOT to say in a hire letter or employee handbook.  It also provides useful guidance on finding a coveted law job at a nonprofit.

About Lesley Rosenthal

Lesley Rosenthal leads the legal, governance, and compliance functions of Lincoln Center for the Performing Arts, Inc.  Since 2005, she has fashioned the legal context for the renowned arts center’s world-class cultural and educational offerings, its entrepreneurial initiatives in media, fashion, and international consulting, and the $1.2 billion redevelopment of its iconic physical complex.  Rosenthal has served in many roles throughout the nonprofit sector, including leading Charity Corps: Lawyers Helping Nonprofits, a joint initiative of the New York State Bar Association and the State Attorney General’s Office.  For 13 years, she was in private practice as a business, litigation, and technology lawyer at Paul, Weiss, Rifkind, Wharton & Garrison in New York City.  Rosenthal graduated from Harvard College and Harvard Law School.  The National Organization for Women (NOW-nyc) has named her a “Woman of Power and Influence” and the Association of Media & Entertainment Counsel has named her “Counsel of the Year” for excellence in arts law.  Follow her on Twitter @GoodCounselBook or find her on Facebook at Facebook.com/GoodCounselBook

 

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Good Counsel: Meeting the Legal Needs of Nonprofits (US $80.00)

-and- Nonprofit Law for Colleges and Universities: Essential Questions and Answers for Officers, Directors, and Advisors (US $75.00)

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