J&G Law Non-Profit Legal Services

LEGAL SERVICES NON-PROFIT

NON-PROFITCORPORATIONS

Non-profitcorporationsfacevirtuallyallofthechallenges affectingfor-profitbusinesses,andthensome Likea business,anon-profitthatdoesnotearnenoughtocoverits expensescannotcontinueoperating. Unlikeabusiness,a non-profitmustnotstrayfromitsformalcorporatepurposes oritriskslosingitstax-exemptstatus. Itmustuseitsassets onlyforthosepurposes. Itmaynottakethekindsof financialrisksthatabusinesscan Itstaxreturnsarereadily availablepublicdocuments Theofficersanddirectorshave fiduciaryduties,nottoshareholders,buttodonorsandtothe public,representedbytheState'sAttorneyGeneral. The decision-makingprocessisdifferentbecausenon-profitsare runbyaBoardofDirectorsandothercommittees,rather thananowner

AtJ&G,werepresentnumerousandawidevarietyofnonprofitclients. However,ourcommitmentdoesn'tstopwith individualclients,butextendstothecommunityinwhichwe alllive. Ourattorneysandstaffcommittheirenergies, talentsandpersonaltimetolocalcharitablecausesbyserving ontheboardsandandcommitteesofnon-profit organizations Theseorganizationscoverawiderangeof interestsincludinghealthcare,protectionofchildrenandthe elderly,economicandcommunitydevelopment, environmentalismandthearts. J&Ghaslengthyexperience workingforandwithnon-profitorganizations.

Atallstagesofthelifeofanon-profit,J&Ghashelpedin planning,identifyingandresolvingissues,managingrisk, assistingwithcomplianceandgovernance,exploring opportunitiesandclosingtransactions

ENTITYFORMATION

Analysistodetermineeligibilityforanddesirabilityof non-profitmodeofoperation

Formationofnon-profitcorporation,includingobtaining consentsfromgovernmentagencies

DraftingofArticlesofIncorporation,includingvital corporatepurposesprovisions

Draftingofbylawsandcommitteecharters

PreparationofIRSForm1023Applicationfor RecognitionofExemption

Preparationofapplicationsforrealpropertytax exemption

AssistanceincompletingIRSForm990taxreturns

LEGAL SERVICES NON-PROFIT

ONGOINGGOVERNANCE

Purchasesandleasesofrealpropertyandbusiness equipment

Governanceandbestpractices

Financialreportingandcontrols

Officeranddirectordutiesandliability

Taxationandunrelatedincome

Employmentandlabor

Strategicalliancesandaffiliations

Fundraising

Conflictsofinterest

Lobbying

Reviewandrevisionofcommitteestructureandcharters

REORGANIZATIONANDDISSOLUTION

Structuringandimplementationofmergers

Formationofnon-profitorfor-profitsubsidiariesor affiliates

PetitionsforJudicialorNon-JudicialDissolution

NEWLAWSINNEWYORK

TheNon-ProfitRevitalizationActof2014madesignificant amendmentstotheNewYorkNot-For-ProfitCorporation Law Therevisionswereintendedtosimplifyforming, managingandevendissolvingnon-profits Atthesametime, therearegreaterdemandsfortransparancyand accountability. J&Gcanhelpnon-profitdirectorsand employeesmakesuretheyknowandcomplywiththemany newrulesandrequirements.

FISCAL SPONSORSHIP

Some charitable groups are reluctant to form a non-profit corporation because of the need for a Board of Directors, committees, meetings, minutes, fundraising, audits, tax returns and other organizational and compliance requirements A contractual arrangement called fiscal sponsorship might be right for such groups In this arrangement, a pre-existing tax-exempt entity accepts donations for the group and spends the funds on the group's project A fund at a community foundation is one such vehicle At J&G, we have helped many groups negotiate and enter into successful fiscal sponsorship arrangements

BENEFIT CORPORATIONS

Another alternative to forming a non-profit corporation is the Benefit Corporation In 2012, New York became the 6th state in the nation to authorize Benefit Corporations

A "B Corp" must devote a portion of its assets to creating "public benefit " In some ways a B Corp is a hybrid of forprofit and non-profit that may be just right for some clients. J&G worked to enact the B Corp legislation and has been a leader in promoting them.

SELECTING A LEGAL ADVISOR

As you can see, non-profit corporations need legal counsel in many areas of law. As attorneys with experience in non-profit organizations, business formation, commercial transactions, employment, debtor-creditor issues, intellectual property, commercial litigation, tax law and estate planning, we can meet all your needs. Even if you have already embarked upon your non-profit adventure it is worthwhile to have a legal audit and obtain recommendations for best practices on a range of legal issues.

WHAT ARE THE FEES FOR LEGAL SERVICES

We provide a consultation of unlimited time for non-profit clients at a discounted fixed fee. For this consultation we will garner all the information concerning your proposed or existing non-profit, analyze and evaluate your current condition, recommend alternatives to accomplish your goals and outline the procedures to be followed to reach those goals. We will then provide specific fees for any additional legal services you wish to have undertaken. Do not ignore important legal issues that will be the basis for your protecting your success and insulating you against the risk of failure.