wsba corporate counsel section - wayfind · 2016-10-28 · wsba corporate counsel section presents...

WSBA Corporate Counsel Section

presents

October 28, 2016

Seattle, Washington

Thank you to our sponsors.

Table of Contents

1) Acknowledgements

2) Agenda

3) Speaker Biographies

4) So You Want to Serve on a Nonprofit Board Presentation Slides

5) Serving Public Charities-- Registration & Compliance Presentation Slides

6) Serving Private Foundations - Compliance Topics Presentation Slides

7) The Nonprofit Self-Assessment Legal Checklist, Wayfind

8) Summary of Washington State’s Charitable Solicitations Act

9) Charitable Trust Registration Tree

10) Stay Up To Date with the Secretary of State

11) Resources

Acknowledgements

Thank you to the Nonprofit Law Institute 2016 Planning

Committee for their time and wisdom in planning today’s event.

We would also like to acknowledge the staff of Wayfind and the

Bill and Melinda Gates Foundation for their work to make

Nonprofit Law Institute a success.

Nonprofit Law Institute 2016 Planning Committee Judy Andrews Eugene Beliy

Kristin Bosworth Bernel Goldberg, Chair

Alison Ivey Maja Larson

Jolene Marshall Jodi Nishioka

Monica Reinmiller Brian Vasey

Nonprofit Law Institute Staff

Jodi Nishioka, Wayfind Connie Krause, Bill & Melinda Gates Foundation

A special thanks to the Bill & Melinda Gates Foundation for generously

hosting this event.

Agenda

October 28, 2016 • 1:00-5:30pm

1. Introduction and Welcome

Connie Collingsworth, The Bill & Melinda Gates Foundation

Bernel Goldberg, Corporate Counsel Section, WSBA

2. So You Want To Serve On A Nonprofit Board?

Legal Fiduciary Duties - Judy Andrews, Apex Law Group

Non-Legal Board Role Responsibilities - Holly Vance, The Bill & Melinda Gates Foundation

3. Serving Public Charities -- Registration & Compliance

Introduction - Jodi Nishioka, Wayfind

Public Charities – IRS Compliance Issues - Lisa Schaures, Schwabe Williamson & Waytt

WA Registration Requirements - Tsering Cornell, Director, Corporations and Charities Division, Washington Office of the Secretary of State

Enforcement by the Attorney General- Leilani Fisher, Washington Attorney General’s Office

4. Break

5. Serving Private Foundations

Introduction - Monica Reinmiller, Association of Corporate Counsel

Lorri Dunsmore, Perkins Coie

David Lawson, Davis Wright Tremaine

6. Projecting U.S. Good Works Abroad and the Attorneys Who Make It Happen

Connie Collingsworth, General Counsel, Gates Foundation;

Dan Laster, General Counsel PATH;

Jeremiah Centrella, General Counsel, Mercy Corp.

Moderated by Bernel Goldberg, General Counsel, Seattle Symphony

Speaker Biographies

Judith L. Andrews, Of Counsel, Apex Law Group Judy Andrew’s practice focuses on nonprofit corporation law and tax-exempt organizations. For more than 25 years, she has represented nonprofit organizations on corporate and tax exemption issues including incorporation and determination of tax-exempt status, legal obligations of directors, organizational structure and roles of board and staff, conversion, merger and affiliation issues, and federal tax-exemption issues. In addition, she has worked as bond counsel and underwriter’s counsel on many special fund revenue bond and nonrecourse revenue bond financings. Many of these bond issues have involved nonprofit, 501(c)(3) organizations.

In 1992, she spearheaded the writing, editing and publishing of the handbook “How to Form a Non-Profit Corporation in Washington State,” as chair of the Community Involvement Committee of the King County Bar Association Young Lawyers’ Division. She has served on the editorial committees of the second and third editions of the handbook. Before becoming a lawyer, Judy worked in nonprofit organizations, most recently as Executive Director of Legal Voice, formerly the Northwest Women’s Law Center in Seattle, Washington.

She is a frequent speaker on nonprofit corporate and federal tax topics. She is an adjunct professor at Seattle University School of Law. She also gives workshops on the formation and maintenance of 501(c)(3) organizations for attorneys and members of the public. She was appointed by the Secretary of State to serve on the Secretary of State’s Charities Advisory Council. She helped found and served as the first President of Wayfind,

Jeremiah Centrella, General Counsel, Mercy Corps Jeremiah Centrella is General Counsel at Mercy Corps. He is a member of the Board of Directors of InsideNGO, a member of Harvard Law School’s Counterterrorism and Humanitarian Engagement Working Group and Senior Workshop, a member of the NGO Counsel Forum, and a participant in various global and US government focused consultations and advisory groups focused on the legal issues that INGOs face when operating in close proximity to armed groups and terrorist organizations. Prior to joining Mercy Corps, he was In-House Counsel for Columbia Helicopters, Inc., the global leader in heavy-lift

helicopter operations, where his work focused on, among other things, international transactions. He received his Juris Doctorate cum laude from Willamette University College of Law and his B.A. in political economics from Colorado College. Connie Collingsworth, General Counsel and Secretary, The Bill & Melinda Gates Foundation Connie Collingsworth, general counsel and secretary, is responsible for managing all of the foundation’s legal needs, providing guidance and developing creative solutions to support the achievement of the foundation’s programmatic objectives. Prior to joining the foundation in 2002, she was a partner and member of the Executive Committee of Preston Gates & Ellis, (now known as K&L Gates), where her practice focused on corporate securities law and private equity investments. Connie has nonprofit governance experience including serving on the board of Women’s World Banking, board chair of Social Venture Partners, and board chair of the French American School of Puget Sound. She currently serves on the board of directors of Premera Blue Cross and Banner Corporation. Connie received an LL.M. in International Business Legal Studies from the University of Exeter, England, a J.D. from the University of Nebraska School of Law, and a B.A., in English from Andrews University. Tsering Cornell, Director of the Corporations and Charities Division, Office of the Secretary of State Secretary of State Kim Wyman appointed Tsering Cornell as Director of the Corporations and Charities Division in March 2016. Prior to that, Cornell served as an Assistant Attorney General, representing a variety of state agencies, including the Office of Secretary of State, Department of Retirement Systems, Board for Volunteer Fire Fighters, Citizen Salary Commission for Elected Officials, Board of Tax Appeals and Freight Mobility Strategic Investment Board. In 2015, Attorney General Bob Ferguson awarded Cornell the William V. Tanner award for outstanding achievement early in her career. Cornell also served on the Washington State Bar Committee for Diversity and volunteered as a member of United States District Court Western District of Washington Pro Bono Panel. Prior to joining the Office of the Attorney General, she was an associate in the Business group at Cooley LLP, where she advised a variety of corporate clients, including investors and companies through all stages of a company’s life cycle – from incorporation, to rounds of financing, and through IPO, merger or acquisition. Cornell holds a Master’s Degree in Education from Alliant International University and taught 10th grade World History prior to attending law school. She is a graduate of the University of California Hastings School of Law and Dartmouth College.

Lorri A. Dunsmore, Partner, Perkins Coie Lorri Dunsmore graduated from the University of Nebraska Law School with high distinction. Lorri is a partner at the law firm of Perkins Coie LLP. She counsels individuals, businesses and tax-exempt organizations on an array of charitable, wealth transfer, business succession and federal tax matters. Lorri regularly works with individuals and tax-exempt organizations to address a wide variety of tax and state law issues impacting charitable giving, formation of nonprofits and addressing the specialized needs of tax-exempt organizations including private foundation excise taxes, excess benefit transactions, lobbying restrictions, fundraising law compliance, commercial co-ventures and joint ventures. Lorri's practice also includes advising clients on the formation, operation, management and transfer of family business entities. Leilani Fisher, Assistant Attorney General, Washington State Attorney General’s Office, Consumer Protection Division Leilani Fisher’s practice involves investigating and filing civil claims against businesses engaged in unfair and deceptive trade practices in Washington State, with a focus on charities and charitable trusts. She is charged by the Attorney General to ensure statewide compliance with Washington’s Charitable Trust Act and Nonprofit Corporation Act and is working with the Washington State Bar Association Nonprofit Corporations Subcommittee on its revisions of the Washington Nonprofit Corporation Act. She graduated magna cum laude from the Brigham Young University School of Law. Bernel Goldberg, General Counsel, Seattle Symphony Bernel Goldberg serves as General Counsel to the magnificent Seattle Symphony Orchestra and its affiliates, and has served as General Counsel to Seattle Art Museum and Northwest Center. A graduate of Georgetown Law, Bernel worked in private practice in Washington D.C., Jerusalem, Tel Aviv and Seattle, then transitioned to in-house service in the nonprofit world. Bernel is Chair of the Nonprofit Committee of WSBA’s Corporate Counsel Section, and founder of the Nonprofit Law Institute. David Lawson, Associate, Davis Wright Tremaine David Lawson advises clients on matters related to tax exemption and charitable giving. He represents tax-exempt organizations, their donors, and businesses seeking to contribute to their communities. His areas of focus include acquisition and maintenance of tax-exempt status; corporate governance, including executive compensation issues; compliance with rules governing private foundations and donor-advised funds; cause marketing, including commercial co-venture regulation; corporate giving programs; unrelated business income tax issues; and IRS examinations. His clients include major health care and educational organizations; corporations engaged in charitable giving and cause marketing; corporate, family, and community foundations; trade associations; and major social service providers.

Dan Laster, General Counsel, PATH Dan Laster, is responsible for directing PATH’s legal affairs and providing strategic legal counsel to PATH locally and internationally, and for providing strategy support for PATH Commercialization activities. Mr. Laster also serves as Vice President of PATH’s Business and Research Affairs, including the Office of Grants and Contracts, Office of Research Ethics and Office of Scientific Affairs. Currently, Mr. Laster is an affiliate professor of law for the University of Washington and is a frequent speaker with extensive expertise in intellectual property law. Before joining PATH, Mr. Laster was an associate professor of law for the University of Washington and acted as an intellectual property expert witness as well as provided independent counsel to various Fortune 500 companies. Mr. Laster’s career also includes serving as associate general counsel for the Microsoft Corporation and working in private practice at the law firms of Stokes Lawrence and Perkins Coie. Mr. Laster serves on the advisory boards of several for-profit start-ups and has served on the boards of the YMCA Metrocenter of Seattle, ACLU of Washington, and the Digital Learning Commons. He received his BA in economics from Penn State University and his JD from University of Michigan School of Law; he was a visiting student at Harvard Law School.

Jodi Nishioka, Executive Director, Wayfind Jodi Nishioka joined Wayfind in 2011. She has worked for over 20 years on behalf of low-income communities, particularly women, children and immigrant/refugee communities. She started her career as an attorney advocating for battered immigrant women and single mothers fighting for child support in legal aid organizations in Boston and Honolulu. Jodi continued her work on behalf of disenfranchised communities within state and city governments in Hawaii and Seattle and later with grassroots nonprofit organizations. Currently, Jodi enjoys her work at Wayfind because it combines her legal skills with her dedication to improving the status of low-income communities. Jodi is also on the Board of Directors of the Women’s Funding Alliance. Monica Reinmiller, Global Director, Southerland Global Services Monica Reinmiller is Global Director of Ethics & Compliance, Compliance Counsel at Sutherland Global Services. Ms. Reinmiller is a Board member and Treasurer for the Association of Corporate Counsel Washington Chapter and is co-Chair of the Chapter’s Pro Bono Committee. Ms. Reinmiller is passionate about volunteering, working with a number of nonprofit organizations including the UN Global Compact Working Committee for Principle 10, the Journal of Business Law & Ethics, and local community activities in and around Bellevue, WA.

Lisa Schaures, Shareholder, Schwabe, Williams & Wyatt Lisa Schaures is a Shareholder at Schwabe Williamson & Wyatt. She counsels nonprofits on tax and operational issues, including formation, obtaining and maintaining tax-exempt status, private foundation excise taxes, excess benefit transactions, lobbying restrictions, fundraising law compliance, and collaboration with other nonprofits and businesses. Lisa also counsels closely held businesses on governance issues, tax matters, corporate giving, social entrepreneurism, and general business issues. Recognized as a Rising Star from 2013 through 2016 by Washington Super Lawyers, Lisa is active in professional and community organizations, including as a board member of the Washington Planned Giving

Council and a member of the Seattle Philanthropic Advisors Network. Holly Vance, Associate General Counsel, Bill & Melinda Gates Foundation Holly Vance is an Associate General Counsel at the Bill & Melinda Gates Foundation. She provides counsel on a broad range of legal and strategic issues primarily related to the foundation’s program-related investments. Holly’s experience includes a wide range of corporate and transactional matters, including entity formation, corporate governance, venture capital financings, mergers and acquisitions, public offerings, and commercial contracts. Prior to joining the Gates Foundation, Holly was a partner in the Seattle office of the global law firm K&L Gates LLP, where she practiced corporate and securities law. Holly currently serves on the Executive Committee of the International Practice Section of the Washington State Bar Association and previously served as a member of the Board of Directors of Zeno, a non-profit organization located in Seattle. Holly received a J.D. from the University of Washington School of Law, a Pharm.D. from the University of Washington School of Pharmacy, and B.S. degrees in Cell and Molecular Biology and Pharmacy from the University of Washington.

1

Legal Responsibilities of Nonprofit Boards

by Judy Andrews

Apex Law Group

The “World” of Nonprofits

• Today’s focus: Nonprofit corp. and 501(c)(3) organization

• Differences from business corporation

• No owners

• Many stakeholders

• Players

• Governing Body (Board of Directors/Trustees)

• Officers

• Members (voting or nonvoting)

• Committees; Advisory Board

Sources of Authority

• Washington’s Nonprofit Corporation Act,

Chapter 24.03 RCW

• Other State Laws

Charitable Solicitations Act (RCW 19.09)

Charitable Trust Act (RCW 11.110)

Uniform Prudent Management of Institutional Funds Act (“UPMIFA”) (RCW 24.55)

• Common Law

Sources of Authority (cont’d)

• Organizing/governing documents

– Articles of Incorporation

– Bylaws

– Policies

– Other: “Constitution,” “Mission Statement,”

Procedures

• Federal Tax Law

Acting within the Scope of Authority

• Authority flows from the Board

• Board may delegate authority, through Bylaws or resolutions

Committees

Officers

Executive Director/CEO

• Ultimate responsibility for oversight remains with the Board

• Rights of members

Importance of Acting Like a Corporation

• Hold meetings and keep minutes

• Review governing documents regularly

• Keep corporate records

• Maintain annual filings and compliance

• Annual corporate report

• Charitable Solicitations Act report

• Charitable Trust Act

• State and federal tax filings

Board Action• Board acts collectively by vote

• Board acts by meeting of a quorum of directors or by unanimous written consent

No “email meetings”

No proxies

Conference calls permitted (everyone must hear each other speak at the same time)

Fiduciary Duties of Directors

• Directors of a nonprofit have a fiduciary relationships to the corporation

• In Washington, directors are required to perform their fiduciary duties under the same standard as that performed by directors of for-profits

Standard of Care

• Directors must perform their duties (including

service on committees):

• In good faith

• In a manner reasonably believed to be in the

best interest of the corporation

• With the care of an ordinarily prudent

person in a like position in similar

circumstances

• Higher standard for lawyer-director

Standard of Care – Help available

• Directors may rely on information from:• Officers or employees believed to be reliable and

competent in the matter;

• Lawyer, public accountant, or other persons as to

matters which the director believes to be within such

person’s expertise; or

• Board committees

• on which the director does not serve,

• with duly designated authority

• which committee the director believes merits

confidence

Duty of Care

• Act in good faith

• Reasonable inquiry: be informed

• Exercise

• Diligence, attention, care and skill

• Independent judgment

• Oversight and informed decision making

Duty of Loyalty

A director owes undivided loyalty to, and must deal fairly, honestly and act in the best interests of the corporation

Corporate opportunity

Confidentiality

Conflicts of Interest

Actual

Perceived

Conflicts of Interest Have a written conflicts of interest policy

See sample Conflicts of Interest policy (Handout Tab 10)

Use an annual certificate and a questionnaire to identify and disclose potential conflicts

Resolve a conflict with recusal and abstention from voting by the interested party

Determine whether the transaction is fair to the corporation

Duty of Obedience

• Comply with law

• Comply with organizing documents and

policies

• Comply with mission

Oversight of Financial Matters

• Require regular financial reporting to Board

• Ensure that the organization:

Addresses federal and state tax filing

requirements

Properly withholds and pays payroll taxes

Observes donor restrictions

Practices internal controls

Duties Regarding Charitable Assets

• A nonprofit board is responsible for the prudent management and proper use of assets.

o Directors have a special duty regarding charitable assets; by law, such assets are held in trust to carry out charitable purposes.

o Purpose and timing restrictions of donors must be honored

UPMIFA• Uniform Prudent Management of Institutional Fund Act

Chapter 24.55 RCW

• Standard of Conduct for Managing & Investing Funds

Prudent person standard applies

Specific factors to consider (e.g., economic

conditions, expected total return, tax consequences,

etc.)

Management and expenditure of “Endowment funds”

Restricted Funds

Managing the Risk• Limitation of Liability

Gross negligence standard (failure to exercise slight care); permitted by statute (RCW 24.03.025)

Check for provision in Articles or Bylaws

Business judgment rule applies

• Volunteer Protection Act of 1997Gross negligence standard

Not applicable if compensated or receive anything of value in lieu of compensation in excess of $500/yr

Includes directors and officers

See also RCW 4.24.264 and

RCW 4.24.670

Indemnification and Insurance• Indemnification

Corporation may indemnify a director or officer for reasonable expenses if:

• Individual acted in good faith and reasonably believed that conduct was in best interests of corporation

Corporation must indemnify directors or officers who successfully defended against lawsuits

Corporation may not indemnify if a director or officer is found liable to the corporation or if he or she received an improper benefit

Check for provision in Articles or Bylaws

Indemnification and Insurance

• D & O Insurance

– Pay attention to coverage and exclusions

• General Liability Insurance

• Homeowner’s Insurance of Directors

Preventative Measures

• Attend board and committee meetings

• Read financial statements, budget proposals and other

reports

• Question inconsistencies, insufficient information and

other problems

• Take steps to investigate and rectify problems

• Insist on advance notice to directors of any major item of

business to be acted upon at the next meeting

• Request meaningful written materials to directors in

advance of the board meeting

• Insist that accurate, thorough records are kept of

decisions made and process for reaching the decision

22

Responsibilities of Nonprofit Boards

by Holly Vance

Bill & Melinda Gates Foundation

23

Role of the Board: Alignment and Good Governance

• Ensure the organization is following its mission

• Oversee the management of the organization

24

Similarities:

• Oversight function

• Place within the organization

• Members’ legal duties

Differences:

• For-profit boards focused on maximizing shareholder return

• Non-profit boards focused on mission fulfillment; may be several

types of stakeholders

Nonprofit Boards vs. For-profit Boards

25

Nonprofit Boards Differ• History

• Mission

• Developmental stage

• Organization funding model

• Experience of Executive Director and other board

members

26

Mission Alignment and Execution

• Understand mission

• Develop strategy for executing on the mission

• Assess management’s performance in executing on the strategy to carry out the mission

• Evaluate and retool strategy as needed

27

Oversight• Hire, monitor and evaluate the Executive Director

• Approve budgets, financial plans, and financial statements

• Set key policies

• Evaluate risks and oversee risk management

• Oversee compliance with laws and policies (including

conflict of interest policies)

• Build the board and committees; identify new board and

committee members

28

Operational Responsibilities

• Will depend on several factors including

mission, size, complexity and level of funding

• Directors “direct”; managers “manage”

• Understand expectations up front

• Avoid micromanagement

• Distinguish between board role and

volunteering

29

Fundraising/Marketing• Responsibilities vary by organization

• Meaningful financial commitments

• Help with fundraising activities

• Make introductions

• Public relations

30

• External “champion” of the organization

• Work with individual board members to identify

strengths and identify areas for development

• Work closely with the Executive Director

• Ensure board “mechanics” run smoothly

Role of the Board Chair

31

• Chose an organization you are passionate about

• Learn about the organization’s mission and history (ideally before

you join the board)

• Site visits / informational interviews with staff

• Stay informed

• Set aside enough time

• Focus on strategic thinking vs. direct management

• Identify strengths you bring to the table and make sure use them

Practical tips for Non-profit Board Members

1

Serving Public CharitiesRegistration and Compliance

Public Charities – IRS Compliance Issues

Presented by

Lisa SchauresSchwabe, Williams & Wyatt

2

Classification• State

• Federal– I.R.C. § 501(c)(3)

– I.R.C. § 509(a)(1)-(4)

Nonprofit Law Institute, October 28, 2016 3

Section 501(c)(3)• I.R.C. § 501(c)(3)

– Organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals.


Overarching Rules

• Private Inurement Prohibition: No part of the net earnings of which inures to the benefit of any private shareholder or individual.

• Lobbying Restrictions: No substantial part of the activities of which is carrying on propaganda, or otherwise attempting, to influence legislation (except as otherwise provided in 501(h)).

• Political Activity Prohibition: Does not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.


Public Charities; Where Do You Fit?• I.R.C. § 509(a)(1), (2), (3), and (4)• Organizations by Nature of Activities:

– Churches– Educational organizations– Hospitals and medical research organizations– Supporting organizations of public colleges and universities– Governmental units


Public Charities

• Publicly Supported Organizations:– Fundraising and Publicly Supported: Normally receives a

substantial part of its financial support (not including income received in the exercise of its exempt function) from publicly supported organizations, from a governmental unit, or from direct or indirect contributions from the general public.

– Income in Furtherance of Exempt Purpose: Public support normally received (public support includes gross receipts from the performance of exempt activities) is more than 1/3 of its total financial support and normally receives not more than 1/3 of its financial support from gross investment income.


Public Charities

• Supporting Organization:

– Supports or benefits other public charities in prior categories

• Relationship with other public charities:– Operated, supervised, or controlled

– Supervised or controlled in connection with

– Operated in connection with


• Testing for Public Safety:

– Organized and operated exclusively for testing for public safety

Unrelated Business Income

• I.R.C. § § 511-514

• Unrelated business income tax (“UBIT”) at regular corporate rates


What Causes UBIT?

• Net income from:

– Trade or business,

– Regularly carried on, and

– Not substantially related to organization’s exempt purpose.


Examples of Exceptions to UBIT

• Activities conducted entirely by volunteers

• Sale of donated merchandize

• Certain bingo games

• Corporate sponsorships


• Interest income, dividends, and annuities• Royalties• Rent• Sale of capital assets• Activities conducted for convenience of

members, students, patients, or employees

Common UBIT Compliance Issues

• Determining classification as substantially related to exempt activities.

• Criteria for a corporate sponsorship.• Advertising.


• Rent exceptions.

• Activities of subsidiaries.

• Alternative investments, joint ventures, and partnerships.

• Special events.


Common UBIT Compliance Issues

Excess Benefit Transactions

• I.R.C. § 4958– Transaction in which the economic benefit

provided by the public charity to a disqualified person exceeds the value of the consideration received for providing such benefit.


Intermediate Sanctions and Other Penalties

• Personal and Charity liability of 5% - 200%

• Revocation of exempt status

• Back payment of taxes owed


Procedures to Protect Against Excess Benefit Transactions

• Annual training for board members and officers

• Conflict of interest policy and other governance policies

• Due diligence

• Documentation

• Director and Officer Insurance


Executive Compensation

• Serving the public interest means not providing more than an incidental private benefit.

• Prohibition against net earnings inuring to the benefit of an “insider.”


Reasonable Compensation

• Reasonable compensation (clearly intended as such) is not an excess benefit.

• Steps to confirm that compensation is reasonable and clearly intended to be reasonable compensation.


Lobbying, Political Activity, and Issue Advocacy

• Lobbying:

–No substantial part test

–Section 501(h) election and test

–Penalties and jeopardy to tax exempt status

–Common Issues


Lobbying, Political Activity, and Issue Advocacy

• Political Activity:– Prohibition on political

campaign participation or intervention on behalf of (or in opposition to) any candidate for public office

– No de minimis

– Penalties and jeopardy to tax exempt status


Political Activity, Lobbying, and Issue Advocacy

• Issue Advocacy:

– Positions on issues that are related to the organization’s exempt purposes

– Educating or attempting to influence the public on policy

– Implicitly favoring or opposing a candidate

– Factors to consider


Lisa E. SchaureShareholder

206-407-1566

[email protected]

Lisa Schaures guides businesses, social ventures

and nonprofits in the Pacific Northwest through

everyday general counsel matters, quandaries and

major life cycle events. In more than 10 years of

practice, she has helped clients through starting up,

governance structuring, purchases, mergers,

conversions, conflicts of interests, acquiring tax

exempt status, complex tax concerns, deferred

compensation strategies, contract negotiations and

expansion growing pains.

Schwabe, Williamson & WyattUS Bank Centre1420 Fifth Ave

Suite 3400Seattle, WA 98101

schwabe.com


23

Registration Requirementswith the

Office of the Secretary of StatePresented by

Tsering CornellWA Office of the Secretary of State

Agenda

• Registration Requirements

– Business Entities and Filings

– Charities Program

• Public Records

• New Registration Systems

24

Business Registration Requirements

• Types of Business Entities

• Types of Required Business Filings

• Consequences for Failure to Maintain

“Active Registration”

25

Types of Business Entities

• Profit Corporations: RCW 23B

• Non Profit Corporations: RCW 24.03

• Limited Liability Companies: RCW 25.15

• Limited Partnerships (LP): RCW 25.10

• Limited Liability Partnerships: RCW 25.05

• Limited Liability LP: RCW 25.10

26

Types of Business Filings

• Name Reservations and Registrations

• Formation documents – Articles of Inc., Certificates of Formation

• Foreign Registration

• Amendments

• Mergers and Conversions

• Annual Reports

• Statements of Change

27

More on Business Filings

• Name: must be distinguishable on the records (RCW 23.95.300)

– Domestic: Name Reservation (180 days)

– Foreign: Name Registration (through calendar year)

• Annual Reports: must be filed each year by end of month formed

• Registered Agent: must have a registered agent with a street address in WA State

28

Administrative Dissolution: Grounds

(1)The entity does not pay any fee, interest, or

penalty required to be paid to the secretary of

state when due;

(2)The entity does not deliver an annual report to

the secretary of state not later than 120 days

after due;

(3)The entity does not have a registered agent in

this state for 30 consecutive days; or

(4)The entity's period of duration expired.

29

Administrative Dissolution: Impact

Inactive Status:

– Name no longer protected

– Late fees

– May not carry on activities except to wind up

– Note: Does not terminate the

authority/responsiblity of registered agent

30

Reinstatement• 5 years

• Confirm name available, if not supply

alternative names

• All back fees due

**Note: Voluntary Dissolution of a nonprofit

corporation is different; under current RCW 24.03,

no method to withdraw (new draft Nonprofit Act

remedies this)

31

Charities Program

• Types of Charities Registrants

• Types of Charities Filings

• Consequences of Failure to File and

Renew

32

Types of Charities Registrants

• Charitable Organization - an individual or organization that asks for public donations to support a charitable cause

• Commercial Fundraiser - an individual or organization compensated to ask for public donations on behalf of a charity

• Charitable Trust – trustee that is holding assets in trust for a charitable purpose(s) in value exceeding $250,000

33

Charitable Organizations

• Registration/renewal– Must register prior to conducting any solicitation

– Solicitation Report included in registration/renewal form

– Tiered Financial Reporting

• Orgs exempt from registration:– Political organizations

– Entities raising less than $50,000 a year and all activities are conducted entirely by volunteers

– Churches and their integrated auxiliaries

– Appeals on behalf of a specific, named individual or family unit if all proceeds are given to said individual or family unit

34

Tiered Financial Reporting

All must file solicitation report with registration/renewal• Tier 1: $1M or less• Tier 2: more than $1M and up to $3M

– Must also make IRS Form 990 or audited financial statement available to public upon request or accessible online

• Tier 3: more than $3M– Must obtain an audited financial statement prepared by

independent third-party CPA and make available to public upon request or accessible online

– Waiver if:• 3-year average was $500,000 or less in cash• Unusual or nonrecurring revenue in a single year• If waiver granted, defaults to Tier 2 requirements

35

Commercial Fundraisers• Commercial Fundraiser Form (used for

initial registration and renewal)

• Must submit a copy of contract(s) between

the Commercial Fundraiser and the

Charity (charity to submit)

• Must register and submit proof of a surety

bond of $25,000

36

Charitable Trusts

• Initial Registration

– Copy of Trust Instrument and any amendments

– Inventory of Assets

– Registration Form

– Due within 4 months of receiving possession or control of trust

• Periodic Reporting

– Annual Renewal Form and 990

– Due last business day of the 11th month after end of accounting year

37

Consequences for Failure to

Register

• Late fees

• Lapse of Registration (no fundraising

activities should be conducted)

• Referral to Attorney General:

– Legal action, legal fees and/or civil penalty

– Any public legal action taken by AG may be

posted to Charities Program website

38

Public Records

• Nearly all records filed with the Office of the Secretary of State are public records

• A narrow exception exists under RCW 11.110.040 for any trust instrument if the content of that trust instrument is not exclusively for charitable purposes.

39

New Registration System

• New filing system in development

– Many more online filings

– Ability to search and download public filings

• Go-live date in 2017 is TBD as we work through testing

40

Questions?

Tsering Cornell

Director, Corporations & Charities Division

[email protected]

360-725-0310

41

42

ENFORCEMENT BY THE

ATTORNEY GENERALPresented by

Leilani Fisher, Attorney General’s Office

43

Mission of the Attorney General’s Office

Office of the Attorney General will provide excellent, independent, and ethical legal services to the State of Washington and protect the rights of its people.

Mission of the Consumer Protection Division

To secure, for the people of Washington State, a marketplace free from deceit and unfairness through strong enforcement, effective education, and creative problem solving.

About the Attorney General’s Office

44

To identify:

I. Enforcement objectives (why AG gets involved)

II. Enforcement mechanisms (how AG gets involved)

III. Enforcement examples (what AG gets involved in)

Presentation Goals

“A charitable trust is of public concern and the attorney general is the protector of the interests of the public[.]”Samuel & Jessie Kenney Presbyterian Home v. State, 174 Wash. 19, 40, (1933).

Advocate for public charitable beneficiaries who lack standing “The duties of the trustees of charitable trusts are ordinarily not owed to or enforceable

by individual beneficiaries, but are enforced at the suit of the Attorney General.” State v. Taylor, 362 P.2s 248 (1961).

45

I. Enforcement Objectives Protect charitable assets from misuse

Ensure that donor intent is honored The CTA, TEDRA, and UPMIFA expressly authorize the

attorney general to intervene in trust matters to ensure that a trustor’s intent is honored.

Promote registration compliance

“A charitable trust is of public concern and the attorneygeneral is the protector of the interests of the public”

Sources of authority

o Charitable Trust Act (RCW 11.110, “CTA”)o Trust and Estates Dispute Resolution Act (RCW 11.96A, “TEDRA”)o Prudent Management of Institutional Funds Act (RCW 24.55, “UPMIFA”)

o Nonprofit Corporations Act (RCW 24.03, “NCA”)o Charitable Solicitations Act (RCW 19.09, “CSA”)

o Common law

46

II. Enforcement Mechanisms

*The CTA defines a charitable "Trustee" to include corporations “holding assets subject to

limitations permitting their use only for charitable, religious, eleemosynary, benevolent,

educational, or similar purposes.”

“Investigations by attorney general authorized—Appearance and production of books, papers, documents, etc., may be required…[The attorney general] may require any officer, agent, trustee, fiduciary, beneficiary, or other person, to appear, at a time and place designated by the attorney general in the county where the person resides or is found, to give information under oath and to produce books, memoranda, papers, documents of title, and evidence of assets, liabilities, receipts, or disbursements…” RCW 11. 110.100.

47

II. Enforcement Mechanisms Investigate

“When the attorney general requires the attendance of any person… Such order shall have the same force and effect as a subpoena, and, upon application of the attorney general, obedience to the order may be enforced by any superior court judge in the county where the person receiving it resides or is found, in the same manner as though the notice were a subpoena.” RCW 11.110.110.

“The attorney general may institute appropriate proceedings to secure compliance with this chapter and to secure the proper administration of any trust or other relationship to which this chapter applies.” RCW 11.110.120.

“A civil action for a violation of this chapter may be prosecuted by the attorney general” RCW 11.110.130

48

II. Enforcement Mechanisms File civil actions on behalf of the State

“[The attorney general] is the proper person to institute proceedings for the enforcement of a public trust or charity[.]”Samuel & Jessie Kenney Presbyterian Home v. State,174 Wash. 19, 40, (1933).

The attorney general is a “party” and “person interested in the estate or trust” under TEDRA when a charitable trust has public beneficiaries. See RCW 11.96A.030.

The attorney general may represent public beneficiaries.

The attorney general may also “virtually represent and bind a charitable organization” under certain circumstances. RCW 11.96A.120

“[The attorney general] shall be notified of all judicial proceedings involving or affecting the charitable trust or its administration in which, at common law, he or she is a necessary or proper party as representative of the public beneficiaries.” RCW 11.110.120.

49

II. Enforcement Mechanisms Appear in proceedings involving charitable assets

“[T]he attorney general must be given an opportunity to be heard” when a charity seeks a court order modifying a restriction contained in a gift instrument. RCW 24.55.045.

The attorney general may, in some circumstances, file an action in superior court to dissolve a nonprofit. See RCW 24.03.250, 266.

The attorney general is statutorily entitled to notice of proposed distribution plans that include charitable assets, and the AG may object to distribution plans. RCW 24.03.230.

50

II. Enforcement Mechanisms Seek judicial dissolution of nonprofits; object to distribution plans

If an entity that solicits donations violates registration requirements, the AG may ask the entity to enter an Assurance of Discontinuance (in lieu of a lawsuit) pursuant to 19.86.100.

51

II. Enforcement Mechanisms Enter Assurances of Discontinuance

Trustor’s sole intent was to provide for indigent persons

Trustees paid themselves more than 3X the ave. market cost to administer similar trusts

Trustees used tens of thousands of trust fund dollars for personal internet and cell phone bills and vacations

52

III. Enforcement Examples Trustees treating trust assets like personal accounts

Trustor’s sole intent was to provide college scholarships to women

Trustee appoint brother as co-trustee

Trustees issued themselves credit cards linked to the trust’s checking account

Trust assets spent on expensive dinners with their families, tuxedo rentals, personal rent, galas, golf tournaments, and auctions for their friends and family

Trustees accepted gifts in exchange for contributions from the trust

53

III. Enforcement Examples Trustees treating trust assets like personal accounts

Trustees paid themselves substantial salaries but didn’t track time worked

Trustees hired their children for odd jobs “related to trust administration,” but they were grossly underqualified & paid well above the median wage for comparable job; the jobs were not advertised to anyone else

54

III. Enforcement Examples

55


56


57


1

Serving Private Foundations

by Lorri Dunsmore, Perkins Coie

David Lawson, Davis Wright Tremaine

Deductions: Individual Deductions Limitations

Public Charities or Private Operating

Foundations

Cash or Ordinary Income Property:

Deduction of up to 50% of donor’s contribution base

Capital Gain Property:

Deduction of up to 50% of donor’s contribution base to the extent the capital gain property

does not exceed 30% of the donor's contribution base

Private Grantmaking Foundations

Cash or Ordinary Income Property:


Capital Gain Property:


Governing InstrumentSection 508(e) requires that an organization have specific provisions in its governing instrument in order to qualify as a private foundation:

• prohibit the foundation from engaging in self-dealing subject to tax under § 4941,

• require it to make qualifying distributions each year in amounts sufficient to avoid tax under § 4942,

• forbid it from retaining excess business holdings taxable under § 4943,

• prohibit jeopardizing investments taxable under § 4944,and bar the foundation from making taxable expenditures within the meaning of § 4945.

Types of Private Foundations

Operating• Direct Charitable

Activities

Nonoperating• Grants to Public

Charities

Private Nonoperating Foundation

• Grantmaking Foundation

• Checkbook Foundation

• Primarily makes grants to public charities

Private Operating Foundation

• Actively engaged in the conduct of charitable activities

• Annual determination

• Based on use of income and assets over the most recent four-year period

• Reported on Form 990-PF, Part XIV

Advantages of a Private Operating Foundation

• Donations are tax deductible under the same rules as donations to public charities

• Not subject to annual 5% payout requirement for private nonoperating foundations

Private Operating Foundation Tests

• The Foundation must meet both an income test and one of three alternative tests:

• Asset test

• Endowment test

• Support test

Private Foundation Excise Taxes

Chapter 42 of the Internal Revenue Code

• Most of these “taxes” are punitive in nature; it’s easier to consider these the “rules” governing foundations

• Section 4940: Investment income excise tax

• Section 4941: Self-dealing transactions

• Section 4942: Distribution requirements

• Section 4943: Excess business holdings

• Section 4944: “Jeopardizing” investments

• Section 4945: “Taxable expenditures” – grab bag

Private Foundation Excise Taxes (cont'd)

Tax on Investment Income

• 2% on net investment income

• May be reduced to 1% if the foundation meets certain distribution requirements

• These are slightly different from those inSection 4942

• Does not apply to certain private operating foundations (“exempt operating foundations”) that look like public charities

Self-Dealing Transactions

Section 4941 – Prohibits Certain Transactions Between Foundation and “Disqualified Persons”

• Disqualified persons:

• Officers and directors

• Staff with responsibilities similar to officers/directors

• “Substantial contributors” (status for life!)

• Spouses, ancestors, descendants of all of the above

• Entities 35% controlled by all of the above

• Certain government officials

Self-Dealing Transactions (cont'd)


• Prohibited transactions:

• Sale or leasing of property (in either direction)

• Lending (in either direction)

• Furnishing of goods, services, or facilities (in either direction)

• Payment of compensation to DQP by foundation

• “Transfer or use by or for the benefit of”foundation assets

Self-Dealing Transactions (cont'd)


• Exceptions:

• Compensation to DQP for “personal services”(professional or management services only)

• Donations by a DQP of goods or services

• Interest-free lending by DQP to foundation

• Furnishing of goods or services by foundation if DQP gets them on the same terms as the general public

• Certain transactions as part of the reorganizationof a DQP

Distribution Requirements

“The 5 Percent” – Section 4942

• “Qualifying distributions” must exceed “distributable amount.”

What is the “Distributable Amount?”

• 5% of fair market value of all assets, except those used “directly” for exempt purpose

• A few modifications apply

Distribution Requirements (cont'd)

“The 5 Percent” – Section 4942

• “Qualifying distributions” must exceed “distributable amount.”

What are “Qualifying Distributions?”

• Amounts paid to accomplish exempt purposes

• Amounts paid to acquire exempt-use assets


Some Things That Are Qualifying Distributions:

• Grants to public charities or governments

• Grants to private operating foundations

• Permitted scholarship and fellowship grants

• Amounts spent directly to operate a charitable program

• Administrative expenses (but not investment management expenses)

• Program-related investments


Some Things That Are Not Qualifying Distributions:

• Grants to organizations controlled by the foundation or its disqualified persons

• Grants to other non-operating private foundations (unless timely redistributed by the grantee foundation and made “out of corpus”)

• Grants to individuals not permitted under Section 4945

• Investment management expenses


Taxes Under Section 4942

• Initially, 30% of undistributed income

• If uncorrected, 100% of the remaining undistributed amount

Timing

• Distributions for year 1 must happen by end of year 2

• To avoid 100% tax on income not distributed by the end of year 2, income must be distributed before either:

• the return due date for year 2, or

• the IRS mails a notice of deficiency.

Excess Business Holdings: Rule and Elements

Rule• The combined holdings of a private foundation and all

disqualified persons in any corporation conducting a business which is not substantially related to the exempt purposes of the foundation are limited to 20% of the voting stock in such corporation.

• Nonvoting Stock

• If disqualified persons do not hold more than 20% of the voting stock, nonvoting stock is considered permitted holdings.

• If disqualified persons hold more than 20% of the voting stock, then nonvoting stock is considered excess business holdings (unless considered de minimis).

Excess Business Holdings: Elements (cont'd)

Business Enterprise

• The active conduct of a trade or business; and

• Any activity that is regularly carried on for production of income from the sale of goods or the performance of services which constitutes UBTI under 513

Not a Business Enterprise

• A business that derives 95% of more of its gross income from passive sources (e.g., dividends, interest, royalties, rents)

• A functionally related business


“Permitted Holdings”

• A private foundation may hold 20% of voting stock in a business enterprise, reduced by the percentage of voting stock actually or constructively owned by disqualified persons. Any excess over 20% is excess business holdings.

“Disqualified Persons”

• Substantial contributors, foundation managers, owners of more than a 20% interest in a substantial contributor, certain family members, and corporations, partnerships, trusts and estates in which disqualified persons own more than a 35% interest.


Increase of Permitted Holdings to 35%

• Must establish that “effective control” is in one or more persons who are not disqualified persons with respect to the foundation

“Effective Control”

• Having the power, either directly or indirectly, to direct or cause the direction of the management and policies of a business enterprise, whether through the ownership of voting stock, the use of voting trusts,or contractual arrangements, or otherwise

Excess Business Holdings: Tax on Holdings

Initial Tax• 10% tax imposed on the value of the

excess business holdings

• Value is determined when foundation’s holdings are at their highest

Additional Tax

• If foundation fails to dispose of interest, tax of 200% value of excess business holdings imposed.

Excess Business Holdings: Special Rules

90-Day Rule

• Foundation will have 90 days to dispose of excess business holdings and not be subject to tax when:

• Disqualified person purchases interest causing the excess business holdings, or

• Foundation purchases additional interest but did not know of disqualified person’s interest

• The 90-day period can be extended if the sale of the business interests is prevented by federal or state securities laws

Excess Business Holdings: Special Rules (cont'd)

Holdings Acquired by Gift or Bequest

• Foundation given five years in which to address the excess business holdings

• No tax assessed during this time

• Tax assessed if holdings not disposed of by end of five-year period

Excess Business Holdings: Special Rules (cont'd)

Additional Five-Year Extension

• Foundation establishes that it made diligent efforts to dispose of such holdings during the initial five-year period

• Foundation establishes disposition within the initial five-year period has not been possible by reason of such size and complexity or diversity of holdings

• Foundation submits to the IRS a plan for disposing of all of the excess business holdings involved in the extension

• Foundation submits the plan to appropriate state official having administrative or supervisory authority or responsibility with respect to the foundation's disposition of the excess business holdings

• IRS determines that such plan can reasonably be expected to be carried out before the close of the extension period

Jeopardizing Investments

• Foundation should not make investments that financially jeopardize the Foundation’s ability to carry out its exempt purposes

• Jeopardizing investments are investments that show a lack of reasonable business care and prudence in providing for the long-term and short-term financial needs of the Foundation

Jeopardizing Investments (cont'd)

• No single factor or single investment is determinative of a jeopardizing investment

• Determination is made at the time the investment is made

• Investments donated to the Foundation will not be jeopardizing investments

Impact Investing

• In 2015, IRS issued guidance to facilitate mission-related investments (MRIs).

• Private foundation can align its general investment activities with its mission.

• Notice clarifies that if MRIs are consistent with prudence standards in UPMIFA then would not be jeopardizing investments.

Taxes on Jeopardizing Investments (Foundation)

Initial Tax • Foundation: 10% of amount involved if willful neglect

Additional Tax

• Foundation: 25% of the amount involved

Taxes on Jeopardizing Investments (Managers)

Initial Tax

• Managers: 10% of the amount involved if the manager knowingly, willfully and without reasonable cause participated in making the Jeopardizing investment

• Managers: Maximum initial tax of $10,000 -joint and several liability

Additional Tax

• Managers: 10% of the amount involved if the manager refuses to correct within correction period

• Managers: Maximum additional tax of $20,000 –joint and several liability

Taxable Expenditures – Code Section 4945

A taxable expenditure is an amount paid or incurred to:

• Lobby

• Influence the outcome of public elections

• Make certain grants to individuals

• Make grants to organizations other than public charities unless certain steps are taken

• Carry out any nonexempt purpose

Lobbying

Direct Lobbying

• Communications with members or employees of a legislative body designed to influence their opinion with respect to legislation

• Refers to specific legislation; and

• Encourages the recipient to take action

Lobbying (cont'd)

Grassroots Lobbying

• Communications designed to influence the opinion of the general public with respect to legislation

• Refers to specific legislation;

• Reflects a view on such legislation; and

• Encourages the recipient to take action

Political Activity

Prohibition Against Political Activity

• Private Foundations may not participate or intervene, directly or indirectly, in any political campaign on behalf of or in opposition to any candidate for public office

https://www.google.com/url?sa=i&rct=j&q=&esrc=s&frm=1&source=images&cd=&cad=rja&uact=8&ved=0CAcQjRw&url=https://ghaucher.wordpress.com/category/politics-and-other-insects/stop-the-music/&ei=WfMrVeHXCpO2ogSP94DABA&bvm=bv.90491159,d.cGU&psig=AFQjCNFUwqYPOm3L0ejbnJH8i4VUfKE-Wg&ust=1429029979061431

https://www.google.com/url?sa=i&rct=j&q=&esrc=s&frm=1&source=images&cd=&cad=rja&uact=8&ved=0CAcQjRw&url=https://ghaucher.wordpress.com/category/politics-and-other-insects/stop-the-music/&ei=WfMrVeHXCpO2ogSP94DABA&bvm=bv.90491159,d.cGU&psig=AFQjCNFUwqYPOm3L0ejbnJH8i4VUfKE-Wg&ust=1429029979061431

Grants to Individuals• Travel, study, or similar purposes

• IRS pre-approval of grantmaking procedures required

• Contrast: grants to indigent individuals to enable them to buy food or clothes are not taxable expenditures

http://www.google.com/url?sa=i&rct=j&q=&esrc=s&frm=1&source=images&cd=&cad=rja&uact=8&ved=0CAcQjRw&url=http://cacfonline.org/grantmaking&ei=EPYrVcO4IIXboATpxoHoDg&bvm=bv.90491159,d.cGU&psig=AFQjCNEPlJqfQfrwzim7T4n6zRx2c3xxSw&ust=1429030660681865

http://www.google.com/url?sa=i&rct=j&q=&esrc=s&frm=1&source=images&cd=&cad=rja&uact=8&ved=0CAcQjRw&url=http://cacfonline.org/grantmaking&ei=EPYrVcO4IIXboATpxoHoDg&bvm=bv.90491159,d.cGU&psig=AFQjCNEPlJqfQfrwzim7T4n6zRx2c3xxSw&ust=1429030660681865

Grants to Organizations• Private Foundations are subject to tax penalties

if they make a grant to an organization that is not a public charity unless the Private Foundation exercises “expenditure responsibility”

• Public Foundation managers can also be penalized

• Expenditure responsibility is strictlyinterpreted by the IRS and courts

Expenditure Responsibility

NO• U.S. public charities

• U.S. and foreign government units

• Executive Order organizations

• Exempt operating foundations

• Foreign organizations with a valid equivalency affidavit

YES• U.S. exempt organizations that are

not public charities

• Private foundations; private operating foundations

• For-profit companies

• New public charities

• Foreign organizations without a U.S. determination letter or equivalent affidavit

Expenditure Responsibility (cont'd)

What is Expenditure Responsibility?

• Private Foundations must make all reasonable efforts and establish procedures to

• see that the grant is spent solely for its charitable purpose;

• obtain full and complete grantee reports on how the funds are spent; and

• make full and detailed reports to the IRSwith respect to such expenditures.

Expenditure Responsibility (cont'd)

Exercise of Expenditure Responsibility

• Pre-grant inquiry

• Grant agreement

• Regular reports

• Inclusion in Form 990-PF

Grants to Foreign Charitable Organizations

Foreign Equivalency Determination

• Reasonable judgement that foreign organization is an organization described in Section 501(c)(3)

• Determination as to whether equivalent to a public charity

• Affidavit of foreign organization

• Opinion of counsel

Carrying Out Nonexempt Purposes

Examples

• Unreasonable administrative expenses

• Excessive compensation

Taxes on Taxable Expenditures (Foundation)

Initial Tax • Foundation: 20% of amount expended if involved willful neglect

Additional Tax

• Foundation: 100% of the amount involved

Taxes on Taxable Expenditures (Managers)

Initial Tax

• Managers: 5% of the amount involved if the manager acts knowingly, willfully and without reasonable cause

• Managers: no liability if acts on advice of counsel given in a reasoned legal opinion in writing

• Managers: maximum initial tax of $10,000 – joint and several liability

Additional Tax

• Managers: 50% of the amount involved if the manager refuses to correct within correction period

• Managers: Maximum additional tax of $20,000 - joint and several liability

P.O. Box 2134 Seattle, WA 98111

1-866-288-9695 wayfindlegal.org

Nonprofit Legal Checklist This checklist was created for nonprofit organizations, particularly their board members, to assist them on the road to good legal health. But please understand that this checklist is only a starting point. Any checklist has limitations. Please recognize:

! This checklist is intended only for publicly supported charities. Private foundations, supporting

organizations, or charitable trusts should not use this checklist.

! This checklist is simply a guide; it does not contain and should not be relied upon as legal advice.

! Laws and rules change constantly, and this checklist may become out-‐of-‐date.

! The checklist addresses common concerns of 501(c)(3) public charities incorporated as nonprofit corporations in Washington State. Specific laws or rules may apply to your particular organization or its programs that are not addressed in this checklist.

! The checklist is intended to assist you in identifying potential legal problems. If you have identified a potential problem which you are unsure how to resolve, or have questions on matters not covered in this checklist, we recommend that you consult an attorney.

If your organization is unable to afford an attorney, please contact Wayfind at [email protected] or 1.866.288.9695, to see if your organization is eligible for pro bono legal services.

CORPORATE RECORDS Our Organization maintains (in secured electronic or hard copy form) a corporate record book with current, legible copies of the following: Date of last document

No Records

CORE DOCUMENTS Certificate of Incorporation from the Secretary of State Articles of Incorporation, with all amendments Current Bylaws 501(c)(3) determination letter from the IRS Application to IRS (Form 1023) for tax-‐exempt status UPDATE ANNUALLY IRS Form 990. (Keep for the 3 most recent tax years) Annual report (Nonprofit corporation) to the Washington Secretary of State Annual renewal (Charitable Corporation) to the Washington Secretary of State (For a membership organization), list of our current members and their addresses Insurance policies

UPDATE REGULARLY

Nonprofit Legal Checklist Page 2

Names, addresses, and terms of office of all members, officers, and directors, Minutes of all meetings of the members, board, and committees of the board List of contributors Contracts or leases

GOVERNANCE – STATE If Yes, Date sent or reviewed

No Checklist Information

ARTICLES OF INCORPORATION Our board of directors reviews the Articles of

Incorporation at least once a year to make sure that actual practice is consistent with these documents.

Your Articles of Incorporation define what your organization will do and who will be initially responsible for the management of the corporation.

-‐ Registered agent Our Organization’s registered agent is still at

the address on file with the Secretary of State.

Your “registered agent” is the main contact with the Secretary of State. Verify the name and address of a nonprofit corporation’s registered agent here: http://www.sos.wa.gov/corps/search_advanced.aspx

The registered agent has signed a consent form that is on file with the Secretary of State

We can rely on our registered agent to give us mail that comes to the corporation

BYLAWS Our board of directors reviews the Bylaws at

least once a year to make sure that actual practice is consistent with these documents.

Your Bylaws accurately set out the rules that govern the internal management of your organization.

FINANCIAL STATEMENTS Our Organization prepares and maintains

financial statements and statements of account on a regular basis.

Financial statements include a Profit and Loss Statement and a Balance Sheet. Statements of Account means that the bank statement is balanced monthly.

-‐ Financial controls Our board has reviewed, and if necessary

secured expert advice about, our financial controls, and regularly revisits this topic to assure adequate scope and compliance.

If Yes, Date sent No Checklist Information


or reviewed -‐ Separation of duties Our Organization has adequate separation of

financial duties. In particular, the person writing and signing checks is different than the person reviewing and reconciling bank statements.

More than one person is an authorized signer on our Organization’s bank accounts, and these signatories are up-‐to-‐date.

-‐ No loans Our Organization does not make loans to any of

its officers or directors

-‐ Restrictions Our Organization understands and carefully

observes any use or spending restrictions on grants and other contributed funds.

-‐ Insurance Our Organization has Officer and Director

insurance, and the board members have reviewed the policy and understand what it covers and what it does not cover.

ANNUAL REPORT Our Organization files an annual report with

the Washington Secretary of State. (You may also need to register as a Chartiable Organization; see “Fundraising” for more.)

The annual report is due the last day of organization’s incorporation month.

BUSINESS LICENSE Our Organization has filed a Master Business

Application with the State of Washington. http://bls.dor.wa.gov/file.aspx

STATE TAXES Our Organization understands its obligation to

pay any state sales or business and occupation taxes.

Our organization understands whether it is entitled to any exemptions from these taxes

Some nonprofits can be exempt from some taxes for specific reasons.

LOCAL Our Organization has a current license to

do business from the city/county where it is located.

Our Organization understands its obligation to pay any local business and occupation or property taxes.


GOVERNANCE – FEDERAL If Yes, Date sent or reviewed

No

Checklist Information

KEEPING CURRENT WITH IRS -‐MAINTAINING TAX-‐EXEMPT STATUS Our organization files a version of the IRS Form

990 every year. " Our Organization does not normally receive more

than $50,000 in annual gross receipts and files a 990N (e-‐Postcard).

" Our Organization normally receives more than $50,000 in gross receipts each year and files annual Form 990 or 990 EZ with the IRS.

Failure to file for three consecutive years will result in loss of federal tax exemption.

Our Organization understands its 501(c)(3) determination letter from the IRS, and its status as either a “public charity” or a “private foundation.

Your determination letter should include information either in the top right side or in the body of the letter.

Our Organization’s Board of Directors regularly reviews the Organization’s financial statements, and reviews and approves the annual IRS Form 990.

If our Organization receives funds from regularly-‐conducted business activities that are unrelated to its exempt purpose, it correctly accounts for those funds, and understands how to report and pay taxes on this unrelated business income.

Unrelated business income could include the proceeds from a thrift store, card sale, or spaghetti feed in certain circumstances.

KEEPING CURRENT WITH IRS Our Organization has notified the IRS of any

material changes to our exempt purposes or activities, or amendments to our Articles of Incorporation or Bylaws since we applied for 501(c)(3) status.

CONFLICT OF INTEREST Our Organization has a written conflict of interest

policy and follows that policy. Template of Conflict of Interest Policy is available at www.wayfindlegal.org/tools/legal

Any transactions our organization undertakes with its insiders, known as “disqualified persons,” is approved by the board or an independent committee, no members of which have a personal or financial interest in the transaction.

“Disqualified persons” include board members, senior executives, and their close family.

The setting of our executive director’s salary is based on appropriate comparability data.

Transactions are concurrently documented by the board or committee which states the basis for its approval in writing.

Most boards use the minutes to document these transactions.


If Yes, Date sent or reviewed

No

Checklist Information

OTHER POLICIES Our Organization has considered adopting a

written whistleblower policy and if adopted, follows that policy.

Our Organization has considered adopting a written document retention policy and if adopted, follows that policy.

A document retention policy ensures that documents are retained and secured for the appropriate period of time.

ADVOCACY Our Organization does not endorse candidates

for political office and does not participate in any political campaign for or against a candidate for any public office.

Individual board members may endorse candidates as an individual, but not as a representative of the Organization.

Our lobbying activities, if any, are an insubstantial part of our Organization’s overall activities. If we are participiting in any lobbying activities, we have considered the two ways that nonprofits can document their lobbying activities.

Nonprofits can make the 501(h) election on IRS Form 5768. They can also use the “fact and circumstances” test.

FUNDRAISING



REGISTRATION AS A CHARITY If our Organization solicits charitable donations from

the general public, it complies with Washington’s Charitable Solicitations Act, including registration and annual reporting requirements.

Any organization that solicits more than $50,000 or pays anyone to carry out the activities of the organization must register as a Charity. Your Annual Renewal is due no later than the last business day of the 11th month after the end of the organization’s accounting year.

GIFT ACKNOWLEDGEMENT Our Organization acknowledges, in writing, gifts of $250

or more.


IN-‐KIND If our Organization provides any goods or services of

more than a nominal value to a donor who makes a contribution in excess of $75.00, our Organization provides a disclosure statement to the donor with a good faith estimate of the fair market value of any benefit that the donor received.

If our Organization receives gifts of vehicles or other noncash gifts, it understands and follows the IRS regulations for substantiation of those gifts.

EMPLOYMENT LAW If Yes, Date sent or reviewed


EQUAL OPPORTUNITY Our organization does not discriminate in

employment on the basis of race, age, sex, disability, marital status, national origin or creed, or sexual orientation.

WORKERS COMPENSATION Our Organization has evaluated whether it wishes to

provide workers compensation coverage for volunteers. If it has elected to provde this coverage, it has timely notified the Director of the Department of Labor and industries of its intent to do so and is making the required contributions.

If it has elected to provde this coverage, it has timely notified the Director of the Department of Labor and industries of its intent to do so and is making the required contributions.

TYPES OF WORKERS Our Organization is confident that it has properly

categorized volunteers, independent contractors, employees, and interns, and is treating them appropriately for their category.

Our Organization is confident it has properly classified employees as either exempt or nonexempt, and is treating them appropriately for their category.

ORGANIZATIONS WITH STAFF LABOR PRACTICE If our Organization’s staff members work overtime or

have unusual hours, we are complying with wage and hour standards that govern overtime.

Our Organization has considered whether it should adopt written personnel policies that include, for example, a description of employee benefits, a


process for handling a harassment complaint or other grievances, termination procedures, the process for performance manangement or employee reviews and other employment practices.

WORK ELIGIBILITY Our Organization verifies that all employees are

eligible to work in the United States by having all employees complete form I-‐9 which the organization retains on file for three years after the date of hire or one year after the date of termination of employment, whichever is later.

FEDERAL REQUIREMENTS Our Organization withholds federal income and FICA

taxes from employees’ paychecks, deposits these withheld funds, along with the employer’s share or FICA taxes, with the IRS on a regular basis, and files a Form 941 quarterly with the IRS.

Our Organization prepares Form W-‐2 for employees and Form 1099 for any independent contractors.

STATE REQUIREMENTS Our Organization has registered with the Washington

State Departments of Labor and Industries and Employment Security. Our organization makes quarterly payments to ESD for unemployment insurance, and makes quarterly payments to L & I for workers compensation insurance.

INTELLECTUAL PROPERTY LAW If Yes, Date sent or reviewed


OWNERSHIP Our Organization has proper licenses or permission to

use all photos and written information created by other persons or organizations.

Our Organization has considered whether it should register or obtain other protection for any of its unique logos, designs, trademarks, or services.

We are confident that our Organization’s name does not infringe on the rights of any other organization.




Our Organization has considered whether it would be appropriate to license any written materials, photographs, recordings, art, policy manuals, seminar materials, etc, that may be available for use by others.

If the organization has materials that it creates and wants to limit use of those materials by others, then it must consider whether it wants to create a licensing agreement to allow others to use the materials with their limitations.

When contracting with third parties to perform services, our Organization uses an employment or independent contractor agreement that assigns ownership to the Organization of intellectual property created by the employee or contractor within the scope of his or her work for the Organization.

One example comes in hiring a third party to create a website. The Organization should obtain ownership of the intellectual property in the website design from the developer.

PRIVACY POLICY Our Organization has considered implementing a

written privacy policy that describes how the Organization uses and discloses personal information.

If a privacy policy has been adopted, the Organization periodically confirms that it is in compliance with the commitments it makes in that policy.

WEBSITE If our Organization operates a website, the Organization

has posted written terms of use or terms of service that limits the Organization’s liability and disclaims warranties. These terms of service are prominently located on the Organization’s website. If our Organization allows third parties to post information on the Organization’s website, the Organization has implemented a Digital Millennium Copyright Act compliant notice and takedown provision as part of its terms of use or terms of service. The organization has also registered an agent with the US Copyright Office to receive notices of copyright infringement under the DMCA

Summary Washington Secretary of State Revised 10/2012

Charities Program 801 Capitol Way South PO Box 40234 Olympia, WA 98504-0234

Phone: 360-725-0378 E-mail: [email protected] [email protected] Web Address: www.sos.wa.gov/charities

SUMMARY of WASHINGTON STATE’S

CHARITABLE SOLICITATIONS ACT

Chapter 19.09 RCW

ORGANIZATIONS AND ACTIVITIES SUBJECT TO REGISTRATION

Charitable Organizations: Charitable organizations are required to register with the Charities Program prior to fundraising in Washington State, unless otherwise exempted. Registration under the Charitable Solicitations Act is separate and in addition to documents filed to meet state corporate laws or the Internal Revenue Service requirements. The filing fee for a new registration is $60.00; annual renewals are $40.00; re-registration is $60.00. Commercial Fundraisers: All commercial fundraisers must register and submit proof of a $25,000 surety bond to the Charities Program prior to fundraising in Washington State. The filing fee for a new registration is $300.00; annual renewals are $225.00; re-registration is $300. Contracting with a Commercial Fundraiser: Charitable organizations that contract for fundraising services with a commercial fundraiser must submit a Fundraising Service Contract Registration Form, a copy of the written contract, and a $20.00 filing fee to the Charities Program before the start of any fundraising campaign.

ORGANIZATIONS AND ACTIVITIES EXEMPT FROM STATE REGISTRATION REQUIREMENTS

Certain activities and organizations are not required to register with the Secretary of State’s Charities Program. The application requirements do not apply to the following:

Any charitable organization raising less than $50,000 from the public in any accounting year when all the activities of the organization, including all fundraising activities, are performed by volunteers.

Political organizations and organizations whose activities are subject to the reporting requirements of the

Washington State Public Disclosure Act or Federal Elections Campaign Act. Appeals for funds on behalf of a specific individual named in the solicitation, but only if all of the proceeds

of the solicitation are given to or expended for the direct benefit of that individual. This does not include organizations that conduct fundraising for one or more individuals on a repeated or ongoing basis.

Churches and their Integrated Auxiliaries.

Commercial Coventurers, Fundraising Counsel or Consultants

Charitable organizations that are exempt from state registration are encouraged to file an “Optional Registration” with the Charities Program. There is no fee to file the Optional Registration and it is accessible online at http://www.sos.wa.gov/_assets/charities/Optional%20Registration%20%26%20CFD%20app.pdf or http://www.sos.wa.gov/charities/OnlineFilingsareNowAvailable.aspx

mailto:[email protected]

mailto:[email protected]

http://www.sos.wa.gov/charities

http://www.sos.wa.gov/charities/OnlineFilingsareNowAvailable.aspx

Summary Washington Secretary of State Revised 10/2012

DEFINITIONS

Charitable Organization is any entity that solicits or collects contributions from the general public where the contribution is or is purported to be used to support a charitable purpose, but does not include any commercial fundraiser, commercial fundraising entity, commercial coventurer, or any fundraising counsel. Churches and their integrated auxiliaries, and political organizations are not considered “charitable organizations,” but all are subject to the disclosure requirements. Charitable Purpose is any religious, charitable, scientific, testing for public safety, literary, or educational purpose or any other purpose that is beneficial to the community, including environmental, humanitarian, patriotic, or civic purposes, the support of national or international amateur sports competition, the prevention of cruelty to children or animals, the advancement of social welfare, or the benefit of law enforcement personnel, firefighters, and other persons who protect public safety. The term "charitable" is used in its generally accepted legal sense and includes relief of the poor, the distressed, or the underprivileged; advancement of religion; advancement of education or science; erecting or maintaining public buildings, monuments, or works; lessening the burdens of government; lessening neighborhood tensions; eliminating prejudice and discrimination; defending human and civil rights secured by law; and combating community deterioration and juvenile delinquency. Commercial Coventurer is any entity which is primarily engaged in the sales of goods or services for profit, and who represents that a portion of the sales price, a certain sum of money, or some other thing of value will be donated to a named charitable organization if they purchase said goods or services, and who is not otherwise regularly or primarily engaged in making charitable solicitations or otherwise raising funds for one or more charitable organizations. Commercial Fundraiser is any entity that for compensation or other consideration directly or indirectly solicits or receives contributions for or on behalf of any charitable organization or charitable purpose, or that is engaged in the business of, or represents to persons as independently engaged in the business of, soliciting or receiving contribution for such purposes. A commercial coventurer, fundraising counsel or consultant is not a commercial fundraiser. Fundraising Counsel or Consultant is any entity or individual who is retained by a charitable organization, for a fixed fee or rate, that is not computed on a percentage of funds raised, or to be raised, under a written agreement only to plan, advise, consult, or prepare materials for a solicitation of contributions in this state, but who does not manage, conduct, or carry on a fundraising campaign and who does not solicit contributions or employ, procure, or engage any compensated person to solicit contributions, and who does not at any time have custody or control of contributions. Religious Organization means those entities that are not churches or integrated auxiliaries and includes nondenominational ministries, interdenominational and ecumenical organizations, mission organizations, speakers' organizations, faith-based social agencies, and other entities whose principal purpose is the study, practice, or advancement of religion. Solicitation is an oral or written request for a contribution, including the solicitor’s offer or attempt to sell any property, rights, services, or other thing in connection with an appeal for any charitable purpose or the name of any charitable organization is used as an inducement for consummating the sale, or any implication is made that part of the proceeds from the sale will benefit a charitable purpose or be donated to charity. Solicitation does not include:

Bingo activities, raffles, and amusement games which are subject to rules by the Washington State Gambling Commission;

An application or request for application for a grant, contract, or similar funding from any foundation, corporation, governmental agency or similar entity which has an established application and review procedure for reviewing such requests; or

The attempt to sell a service or good which constitutes the basis of the charitable organization's activities under which its federal income tax exemption was granted, or is the primary purpose for the existence of the charitable organization (e.g. admission to a theatrical or other performance presented by a drama, musical or dance group, fees for services such as a hospital provides or use of the charitable organization’s facilities.)

Are you an individual, organization, group, association, partnership, corporation, or combination thereof that holds property

in trust for a charitable purpose?RCW 11.110.020

NO

Are you a corporation holding assets subject to

limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational,

or similar purposes? RCW 11.110.020

NO

Are you a corporation

formed for the administration of a charitable trust?

RCW 11.110.020

NO

• Are you recognized by the Internal Revenue Service as a religious organization?

• Are all of your charitable assets in the nature of a remainder?*

• Are you an accredited institute of public education?

RCW 11.110.020 and .051

• Were you created by or pursuant to the articles of incorporation of a Washington corporation?

• Were you created pursuant to a document or instrument that specifies you are subject to Washington jurisdiction or that its terms are to be construed pursuant to Washington law?

• If you are a testamentary trust, was the will probated or recorded, or were letters testamentary or of administration granted, in the state of Washington?

• Were you created pursuant to an order of a Washington court or by operation of Washington law?

• Do your assets consist predominantly of property located in, or administered from, Washington?

• Does any other basis exist upon which you may be subject to Washington jurisdiction?WAC 434-120-300

YES NO

Can any other state, territory, or nation assert a superior

claim of jurisdiction?WAC 434-120-300

YESTO ANY

NOTO ALL

YES

Do you hold assets invested for income-producing purposes in excess of $250,000?

RCW 11.110.051; WAC 434-120-305

“Income-producing assets” means assets that are purchased with the prospect that they will generate income or appreciate in the future, such as stocks, bonds or real property.

WAC 434-120-025(5).

Are you permitted or required to expend

currently all or part of the principal or income

from your assets for charitable purposes?

RCW 11.110.051

Does your governing document require distribution of all

assets within a period of one year

or less?RCW 11.110.051

NO NO

NOYES

YESYES

NO

Washington’s Charitable Trust Act, RCW 11.110, requires many types of entities to register as a charitable trust even if the entity is already registered as a charity or non-profit corporation. Forms, instructions, and more information about registrationare available on the Secretary of State’s website: http://www.sos.wa.gov/charities/Charitable-Trusts.aspx.

DO I NEED TO REGISTER WITH THE SECRETARY OF STATE AS A CHARITABLE TRUST?

* Registration is not required during any life estate or other term that precedes the charitable interest. RCW 11.110051(2)

YES

YES

YES

STOPNo need

to register

Stay Up-to-Date with the Secretary of State Nonprofit and charitable organizations need to register and stay up-to-date with the Office of the Secretary of State.

Check which type of organization you are. Note your key dates. Put those dates onto your organizational calendar.

☐Nonprofit Corporation

What is it: A private corporation for which no part of the income is distributable to its members, directors or officers. It is formed to benefit the public, a specific group of people, or the membership of the nonprofit.

Examples: Labor union, chamber of commerce, social clubs, business leagues.

Annual Requirements: � What: Annual Report� When: Last day of organization’s incorporation

month. A reminder will be sent to the registeredagent at least 30 days prior to required filing date.

� Cost: $10

Your incorporation date:_______________________ Your annual report filing date: __________________

For example, an incorporation date of March 3, 2002 would have an annual report filing date of March 31,

2015. File online!

More information: http://www.sos.wa.gov/corps/NonprofitCorporations.aspx

☐Charitable Organization

or individuals soliciting on behalf of organizations

What is it: An entity that solicits or collects contributions from the general public in Washington to be used to support a charitable purpose. May or may not be a corporate structure.

In Washington, includes organizations that: � Raise at least $50,000 annually in Washington; OR� Pay anyone to carry out the activities of the organization.

Examples: Education, health, social service, religious, cultural, and scientific organizations. Examples that are NOT necessarily nonprofit corporations: Individual fundraisers, out-of-state organizations, foreign corporations, some associations. Churches may register but are not required.

Annual Requirements: � What: Annual Renewal� When: No later than the last business day of the eleventh

month after the end of the organization’s accounting year.Earlier reporting welcome!

� Cost: $40http://www.sos.wa.gov/charities/WanttoRenewYourCharitiesRegistrationEarly.aspx

Your accounting year end: ____________________________ Your charities filing date: __________________________

For example, an accounting year end of February 28, 2014 would have an annual renewal filing date of January 31, 2015.

More information: http://www.sos.wa.gov/_assets/charities/Self-Assessment-Guide-Charitable-Organization.pdf http://www.sos.wa.gov/charities/

☐Nonprofit and

Charitable Organization ★ 60% of charitableorganizations are also

nonprofit corporations.

★ They include many of theorganizations we knowproviding direct service,supporting the arts, or advocating for causes.

★ They follow both sets ofrequirements to be incompliance with the Secretary of State.

ADD TO CALENDAR …and don’t forget to update address changes if you move or change contact person.

Developed by:

Resources

Wayfind Legal Resources for Nonprofits, http://wayfindlegal.org/tools/legal/

IRS Form 1023 and Instructions - http://www.irs.gov/pub/irs-pdf/f1023.pdf

IRS Form 1023EZ information - http://www.irs.gov/uac/About-Form-1023EZ

IRS Tax-Exempt Status for your Organization -

https://www.irs.gov/publications/p557/?_ga=1.228818517.815507635.1412016858

IRS Charitable Contributions Substantiation and Reporting Requirements -

https://www.irs.gov/pub/irs-pdf/p1771.pdf?_ga=1.26508916.815507635.1412016858

Washington Secretary of State Corporations and Charities Division -

https://www.sos.wa.gov/charities/ https://www.sos.wa.gov/corps/nonprofitinformation.aspx

IRS Compliance Guide for Public Charities - https://www.irs.gov/pub/irs-

pdf/p4221pc.pdf?_ga=1.191584611.815507635.1412016858

IRS Compliance Guide for Private Charities - https://www.irs.gov/pub/irs-

pdf/p4221pf.pdf?_ga=1.20683249.815507635.1412016858

Broken Trust: Greed, Mismanagement, & Political Manipulation at America's Largest

Charitable Trust, Randall Roth, Samual King (March 2006)

CompassPoint Model of Board Governance and Support,

http://www.compasspoint.org/board-cafe/compasspoint-board-model-governance-

and-support

BoardSource, http://www.boardsource.org/

http://wayfindlegal.org/tools/legal/

http://www.irs.gov/pub/irs-pdf/f1023.pdf

http://www.irs.gov/uac/About-Form-1023EZ

https://www.irs.gov/publications/p557/?_ga=1.228818517.815507635.1412016858

https://www.irs.gov/pub/irs-pdf/p1771.pdf?_ga=1.26508916.815507635.1412016858

https://www.sos.wa.gov/charities/

https://www.sos.wa.gov/corps/nonprofitinformation.aspx

https://www.irs.gov/pub/irs-pdf/p4221pc.pdf?_ga=1.191584611.815507635.1412016858

https://www.irs.gov/pub/irs-pdf/p4221pc.pdf?_ga=1.191584611.815507635.1412016858

http://www.compasspoint.org/board-cafe/compasspoint-board-model-governance-and-support

http://www.compasspoint.org/board-cafe/compasspoint-board-model-governance-and-support

http://www.boardsource.org/

Guidebook for Directors of Nonprofit Corporations, ABA Committee on Nonprofit

Corporations, Third Edition (2012),

http://shop.americanbar.org/eBus/Store/ProductDetails.aspx?productId=138793805&t

erm=Guidebook%20for%20Directors%20of%20Nonprofit

Ethics and Nonprofit, Deborah L. Rhode and Amanda K. Packel, Stanford Social

Innovation Review (Summer 2009), http://ssir.org/articles/entry/ethics_and_nonprofits

http://shop.americanbar.org/eBus/Store/ProductDetails.aspx?productId=138793805&term=Guidebook%20for%20Directors%20of%20Nonprofit

http://shop.americanbar.org/eBus/Store/ProductDetails.aspx?productId=138793805&term=Guidebook%20for%20Directors%20of%20Nonprofit

http://ssir.org/articles/entry/ethics_and_nonprofits

wsba corporate counsel section - wayfind · 2016-10-28 · wsba corporate counsel section presents...

Documents