Header graphic for print
Not For Profit/Exempt Organizations Blog

Category Archives: Governance

Subscribe to Governance RSS Feed

Recaps from Proskauer’s 21st Annual Trick or Treat Tax Exempt Seminar

Posted in Governance

Proskauer’s 21st Annual Trick or Treat Seminar was held on Thursday, October 27. The Seminar discussed: Best Practices for Document Retention: One Size Does Not Fit All An Overview of Unrelated Business Taxable Income New Department of Labor Fiduciary Regulations: The Employer Perspective Annual Update on Employee Benefits and the Affordable Care Act Amanda Nussbaum welcomed… Continue Reading

Recaps from Proskauer’s 20th Annual Trick or Treat Tax Exempt Seminar

Posted in Governance

Proskauer’s 20th Annual Trick or Treat Seminar was held on Friday, October 30. The Seminar discussed: Non-Profit Revitalization Act of 2013: Recent Developments and Outstanding Issues Recent Developments in Independent Contractor Misclassification Purpose Investing for Charities Benefits Update Amanda Nussbaum welcomed everyone to the 20th Annual Trick or Treat Seminar, commented on some of the trends… Continue Reading

New York Attorney General Issues Guidance on Not-for-Profit Law

Posted in Governance

In April, the New York State Attorney General’s office released guidance addressing key provisions of the New York Not-for-Profit Corporation Law.   For in-depth analysis of the Attorney General’s guidance, click here for an article by Proskauer attorneys Roger Cohen and Ellen Moskowitz.  For this blog’s coverage of the New York Not-for-Profit Corporation law, click here…. Continue Reading

Recaps from Proskauer’s 19th Annual Trick or Treat Tax Exempt Seminar

Posted in Charitable Giving, Governance

Proskauer’s 19th Annual Trick or Treat Seminar was held on Friday, October 31. The Seminar discussed: Charitable giving techniques Labor and employment issues with using volunteers and interns Recent developments in employee benefits In her introductory remarks, Amanda Nussbaum discussed recent tax developments, including the development of IRS Form 1023-EZ, the process for reinstatement of tax-exempt status, and… Continue Reading

Rollout Challenges for New York Nonprofit Revitalization Act, Effective July 1, 2014

Posted in Governance

The rollout of the New York Nonprofit Revitalization Act of 2013 (the “Revitalization Act”), effective July 1, 2014, is causing challenges for many New York charities as the compliance date approaches.  For more information on the challenges resulting from the rollout of the Revitalization Act, click here.  For more coverage on the Revitalization Act, click here.

New York Court Strikes Down Regulations Limiting Executive Compensation and Administrative Expenses

Posted in Governance

A New York court has held that the State’s regulatory limits on executive compensation and administrative expenses for entities that receive state funds unconstitutionally exceed proper regulatory authority.  The regulations, which implemented a 2012 executive order by Governor Andrew Cuomo and went into effect on July 1 of last year, were promulgated in substantially similar… Continue Reading

Appointment and Authority of Committees Under the New York Not-for-Profit Corporation Law

Posted in Governance

Under the Not-for-Profit Corporation Law (“NPCL”) it is relatively clear that (i) any committee with corporate authority must be comprised only of trustees, and (ii) committees must be appointed by the board, and not, for example, by the chair (other than special committees).  (The foregoing may not apply if otherwise provided by the certificate of… Continue Reading

Governor Cuomo Signs New York Non-Profit Revitalization Act of 2013

Posted in Governance

The New York Non-Profit Revitalization Act of 2013 (the “Act”), which was passed by the New York State legislature in June, was signed into law by Governor Andrew Cuomo last week. The Act seeks to modernize the New York Not-For-Profit Corporation Law (the “NPCL”), and is the first major overhaul of the NPCL in four decades…. Continue Reading

Recaps from Proskauer’s 18th Annual Trick or Treat Tax Exempt Seminar

Posted in Governance

Proskauer’s 18th Annual Trick or Treat Seminar was held on Thursday, October 31. The Seminar discussed: Statutory Authority of New York Attorney General’s Charities Bureau Proposed Revisions to New York’s’ Not-for-Profit Corporation Law Impact of United States v. Windsor on Health Insurance and Retirement Plans and Key Provisions of the Affordable Care Act In her… Continue Reading

ACT Report on IRS and Small Exempt Organizations

Posted in Governance, IRS Filings

The Advisory Committee on Tax Exempt and Government Entities (ACT) has released its annual report and recommendations to the IRS on selected issues concerning exempt organizations, employee benefit plans, tax-exempt financing, and state and local governmental entities. See our post about last year’s report here. The annual ACT report is always an important indicator and… Continue Reading

New York Legislature Passes Nonprofit Revitalization Act of 2013 — Governor Action Pending

Posted in Governance

In what is characterized as a “Revitalization Act,” and which certainly is a modernization, the New York State legislature has passed and placed before Governor Andrew Cuomo changes to the Not-for-Profit (“NFP”) Corporation Law. The current version of the law, if signed by the Governor, will allow for use of electronic communications (e-mail and fax) more… Continue Reading

Lawyers As Nonprofit Directors – Maximizing Opportunities, Mitigating Risks

Posted in Governance

Note:  This article is a recap of Lesley Rosenthal’s presentation at Proskauer’s 17th Annual Trick or Treat Tax Exempt Seminar, November 29, 2012 Attorneys can reap enormous rewards by serving on nonprofit boards.  Lawyers derive tremendous personal satisfaction in governing an organization that is meaningful to them.  They can do the public good by participating… Continue Reading

Proposed Legislation Would Require Nonprofit Organizations Participating in California Political Campaigns to Disclose the Identity of Their Donors

Posted in Governance, Political Campaign Activity

Two new bills recently introduced in the California State Legislature would increase the disclosure requirements applicable to certain nonprofit organizations participating in California political campaigns and would strengthen the enforcement authority of the California Fair Political Practices Commission.  Under current California regulations that went into effect this past May, nonprofit organizations such as Section 501(c)(6)… Continue Reading

New York Attorney General Issues Proposed Regulations to Require Nonprofits to Publicly Disclose Their Political Expenditures and Their Donors’ Identities

Posted in Governance, Political Campaign Activity

New York Attorney General Eric T. Schneiderman has issued proposed regulations that would require many nonprofit organizations to annually disclose certain information about their political spending and their donors’ identities.  According to the Attorney General, the proposed regulations are in response to nonprofit organizations, in particular Section 501(c)(4) social welfare organizations, that have engaged in… Continue Reading

New York Attorney General Issues Best Practices for “Pink Ribbon” and Other Cause Marketing Campaigns

Posted in Charitable Giving, Governance

“Cause marketing campaigns,” or “commercial co-ventures” (i.e., advertising campaigns in which a company indicates that the purchase or use of its products will result in a charitable contribution) have long been a popular fundraising tool for charities. Some state charity authorities regulate cause marketing campaigns with a variety of requirements; some states do not regulate… Continue Reading

House Ways and Means Oversight Subcommittee Holds Second in a Series of Hearings on Issues Facing Tax-Exempt Organizations

Posted in Formation, Governance, IRS Filings

On July 25, 2012, the Oversight Subcommittee of the House Committee on Ways and Means, led by Congressman Charles W. Boustany Jr., MD (R-LA), heard testimony from the IRS and experts in the tax exempt community on the growing complexity of non-profit organizational structures, tax issues concerning unrelated business income and the redesigned Form 990…. Continue Reading

Proposed Regulations Limit Executive Compensation and Administrative Costs of New York State-funded Entities

Posted in Governance

On May 30, 2012, the public comment period began for proposed regulations issued by thirteen New York State agencies (including the Department of Health, the Office of Mental Health, and the Office of Children and Family Services)  seeking to limit the executive compensation paid by, and administrative costs of, service providers that receive State funding. … Continue Reading

House Ways and Means Oversight Subcommittee Holds Hearing to Review Compliance and Reporting Issues of Tax-Exempt Organizations

Posted in Governance, IRS Filings

On May 16, 2012, the Oversight Subcommittee of the House of Representatives Committee on Ways and Means, led by Congressman Charles W. Boustany Jr., MD (R-LA), heard testimony  from representatives of tax-exempt hospitals, universities and charitable institutions on the current state of compliance and reporting requirements for tax-exempt organizations.  The hearing was the first in… Continue Reading

New York Legislature Rejects Proposal to Grant Health Commissioner Authority to Appoint Board Members and Operators of Not-for-Profit Health Care Facilities

Posted in Governance

Earlier this year, Governor Andrew Cuomo proposed changes to the New York Public Health Law which would have given the Commissioner of the Department of Health the power to remove managers of hospitals, diagnostic and treatment centers, and adult care facilities.  The Commissioner would have also had the authority to appoint temporary members of the… Continue Reading

New York Attorney General Announces Plan to “Unlock the Full Potential” of Not-For-Profit Organizations

Posted in Governance

February 16, 2012 – Attorney General Eric Schneiderman has announced a new reform plan to reduce the regulatory burden on New York not-for-profit organizations while strengthening their governance and accountability.
The Attorney General’s comprehensive plan distinguishes itself from recent proposals to cap not-for-profit executive compensation, emphasizing that improper compensation is not representative of the New York not-for-profit sector as a whole. Instead, the Attorney General seeks a practical approach to assisting not-for-profits in reducing financial strains while maintaining governance best practices.
The plan takes a three prong approach to reform: (1) The Nonprofit Revitalization Act, (2) the “New York on BOARD” initiative, and (3) the “Directors U” initiative.

Recaps from Proskauer’s 16th Annual Trick or Treat Tax Exempt Seminar

Posted in Governance

Proskauer’s 16th Annual Trick or Treat Seminar was held on Monday, October 31, 2011. The Seminar discussed:
Corporate Governance for Not-for-Profit/Exempt Organizations
Maintaining Tax-Exempt Status During Election Season
Investment Management under UPMIFA: What’s Required, What’s Good Practice
Executive Compensation & Employee Benefits Developments

Charity Loses Tax Exemption Because of Private Inurement – Is Your Charity Immune?

Posted in Governance

In PLR 20113041, the IRS revoked the tax exemption of a public charity based on excess benefit and private inurement issues revealed during the course of its examination. This ruling highlights practices that charities should avoid in order to maintain their tax-exempt status. This ruling also confirms that the IRS is paying close attention to what charities are doing in their “back” offices.

Charities Successfully Use Ultra Vires Doctrine Defense in Contract Dispute

Posted in Governance

In a recent New York County Supreme Court opinion, Empire 33rd LLC v. Forward Ass’n Inc., the court ruled in favor of the defendant charities to dismiss the plaintiff’s complaint demanding the return of payments under an agreement in which it alleged defendants lacked the “required approvals and consents required by law” to execute. The court found that the proposed sale of property by the defendant charities was duly authorized by the NY Supreme Court, as Section 203 of the New York Not-for-Profit Corporation Law (“NPCL”) requires.