smu school of law role of the general counsel corporate governance in the nonprofit setting prepared...
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SMU School of LawSMU School of LawRole of the General CounselRole of the General Counsel
Corporate Governance in Corporate Governance in the Nonprofit Settingthe Nonprofit Setting
Corporate Governance in Corporate Governance in the Nonprofit Settingthe Nonprofit Setting
Prepared By:Darren B. MooreBourland, Wall & Wenzel, P.C.301 Commerce Street, Suite 1500Fort Worth, Texas 76102(817) 877-1088E-mail: [email protected]
©Bourland, Wall & Wenzel, P.C.
Facts and Figures
Facts from the Independent Sector.
In 2009, there were over 1.9 million nonprofit organizations in the United States.
Nonprofit vs Charitable Organization
Nonprofit Organizations
Tax-Exempt Organizations
Charitable Organizations
Private Foundations
501(c)(3) Elements
Proper organizational structure
Organized exclusively
for charitable purposes
Operated exclusively
for charitable purposes
No part of net earnings inures to benefit of private
individual
Not an action
organization
Employment & Economic Impact
• 501(c)(3) organizations employ approximately 10% of the workforce.
• Employees of (c)(3)s accounted for 6.6% of wages paid in the U.S. in 2004
• In 2009, the nonprofit sector accounted for 5.5% of the GDP
How Much Should We How Much Should We WorryWorry
About Legal Compliance?About Legal Compliance?
THE PLAYERSTHE PLAYERS
The RulesThe Rules
• Fiduciary Duties: Owed by Directors and Officers
The ToolsThe Tools
PoliciesPolicies
Policies &Policies &Corporate RecordsCorporate Records
Standing toBring a Complaint
Note: Venue for breach of fiduciary duty claims brought by the OAG lies in Travis
County
Governance and the
• Form 1023• Form 990 and Form
990 Instructions• Final Regulations on
EBT• Position Paper• Work Plans• Compliance
Initiatives
Private InurementPrivate Inurement
Excess Benefit Transactions
EBT Compensation: Rebuttable Presumption of Reasonableness
Successful Successful ProgramsPrograms
Ethical Practice
Tax Complianc
e
Good Governance
Mixing the Right Mixing the Right IngredientsIngredients