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 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 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. 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. 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. 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. 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 I, Type II, or Type III 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 I and Type II. Type III 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. 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. 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.

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.

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.

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.