Presenter(s)

Adam Scott Goldberg, Esq., LL.M., Krause & Goldberg, PA

Streaming Media

Document Type

Video

Publication Date

7-10-2015

Abstract

Registration & Continental Breakfast:

7:30 to 7:55 am

Atrium & Lecture Room

Welcome & Introduction:

7:55 to 8:00 am

Elena Rose Minicucci, J.D., Director of Alumni Relations, NSU Shepard Broad Law Center

  • Welcome
  • Introduce Adam Scott Goldberg, J.D., LL.M. of Krause & Goldberg, PA Weston, Florida.

Seminar Presentation

8:00 am to 9:30 am

Adam Scott Goldberg, J.D., LL.M.

I. Introduction

1. What is the difference between Tax Exempt and Not-For-Profit?

2. Why is the difference between a Calendar Year and a Fiscal Year?

A. Many Charitable Organizations use July 1st to June 30th

B. Tax returns are due 4.5 months after the close of the tax year

II. The Fun Part: Serving as a Board Member

1. Example - American Lung Association

2. What to request and Review Before You Decide to Serve

A. Articles of Incorporation

B. Bylaws

C. Internal Revenue Service Form 990 for the last completed fiscal year

D. Copy of the exemption letter from the Internal Revenue Service (HANDOUT)

E. Most recently filed corporate annual report from state of incorporation

F. List of Board Responsibilities

G. List of Existing Officers

H. List of Existing Board Members

I. Mission Statement

J. Copy of the most recent Audit/Budget/Financial Report

K. Copy of the FDACS Solicitation of Contributions Registration (HANDOUT)

L. Copy of Florida Sales Tax Exemption Certificate

M. Copy of IRS Form 1023 or 1023 EZ 3

3. Board Orientation

A. Is there one?

B. Did you meet the officers and the CEO?

C. What are your financial obligations?

D. What are your time obligations?

E. Are there any conflicts of interest?

F. Is it an advisory board or a governing board?

4. Board Liability

A. Business Judgment Rule

B. Potential Liability Risks

C. Indemnification, Florida Statute 617.0834 (HANDOUT)

D. Florida Not for Profit Corporation Act

E. D&O Liability Policies

F. Private Inurement and Excess Benefits

G. Penalties for Violations

5. How to read an IRS Form 990 (HANDOUT)

6. What to look for in Financial Statements

A. Days of cash

B. Accounts Payable

C. Accounts Receivable

D. Reserves

E. Restricted funds

7. Using Roberts Rules of Order (HANDOUT)

III. The Profitable Part: Representing Charitable Organizations/Tax Exempt Organizations as Legal Counsel

1. Example - Probate Litigation Case in Broward County involving Charitable Organization

2. Legal Issues Faced by Charitable Organizations

A. Tax

B. Governance

C. Employment and Workers Compensation

D. Contract

E. Pension

F. Landlord Tenant

G. Real Estate

H. Probate and Planned Giving

I. Arts and Entertainment

J. Creation, Merger and Dissolution

K. Patent and Trademark

L. Lobbying

M. Administrative and Governmental Affairs

IV. Ethical Considerations for Exempt Organization Practitioners

1. Florida Bar 4

2. Internal Revenue Service IRS Circular 230

3. American Bar Association

4. U.S. Tax Court Rules

i. Based upon the ABA Model Rules

5. Multiple Licenses

i. The attorney is also a Certified Public Accountant

ii. The attorney is also a licensed Insurance Agent

6. Florida Administrative Code

A. F.A.C. 61H1-20.0096

B. Based upon Standards for Certified Public Accountants

7. Examples

A. Confidentiality

B. Conflicts of Interest

C. Privileged Information

8. Best Practices

A. Duty to notify

B. Due to exercise due diligence

C. Duty not to cause unreasonable delay

D. Duty to charge reasonable fees

E. Duty not to use uninvited solicitations

F. Duty not to negotiate taxpayer refund checks

G. Duty to have a clear understanding as to the engagement

Questions and Answers:

Opportunity to ask questions is included in presentation

Seminar Ends 9:30 am

Thank you and Critiques

Law Center Plus July 2015 Charities for Fun and Profit Booklet.pdf (7555 kB)
Charities for Fun and Profit Handout

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