Nonprofit & Tax-Exempt Organizations

Our attorneys provide a broad range of advisory services to nonprofit entities and tax-exempt organizations.  Our clients include public charities, private operating foundations and private grantmaking foundations, trade and professional associations and similar mutual benefit organizations, charter schools, churches, religious bodies, educational organizations, and high-net-worth individuals.

Areas of counsel:

• Development and maintenance of appropriate legal and tax structure in light of business, tax, and charitable objectives.
• Drafting and establishment of appropriate constitutive documents, such as an organization’s charter, bylaws, and governance policies.
• Drafting and guidance on applications and communications with applicable governmental agencies to obtain and maintain nonprofit and exempt status, such as the IRS, the Tennessee Attorney General, the Tennessee State Board of Equalization, and the local property assessor.
• Guidance and training on governance matters for directors, trustees, officers, and management, including guidance on fiduciary responsibilities, ethics, resignation, and succession.
• Negotiation and drafting of contractual arrangements, including commercial co-venture agreements, joint venture agreements, affiliation agreements, gift agreements, employment and separation agreements, and services agreements.
• Counsel on conversion, merger, disposition of assets, and dissolution.
• Counsel on charitable solicitations, fundraising, and annual reporting obligations.
• Analysis of self-dealing limitations, excess benefit, reasonable compensation, related-party transactions, and expenditure responsibility.
• Navigation of issues involving charitable assets, including giving and deaccessioning, gift enforcement and modification, the cy pres doctrine, and the Uniform Prudent Management of Institutional Funds Act, including court petitions and analysis with the Tennessee Attorney General.
• Counsel regarding the creation, administration, and modification of trusts for the benefit of tax-exempt organizations and public charities.