Fiduciary Duties and Liability of Nonprofit/Exempt Organization Directors - 1 CLE hour
Governance of non-profit and exempt organizations is an increasingly difficult thing for their volunteer directors. It is also fraught with the potential for personal financial liability as non-profits navigate the choppy waters of growing demand for services, declining values in endowments, changes in mission, aggressive regulatory oversight, enforcement and lawsuits. Serving as a board member of a non-profit is as complex an undertaking as serving on the board of a for-profit company. This program will provide attorneys advising non-profits with a practical guide to standards of conduct for non-profit directors under federal and multistate law, common sources of liability as non-profits adapt to changing circumstances, including obtaining access to restricted funds and changing missions, and best practices to avoid liability.
• Fiduciary standards for conduct and liability for directors under federal and state law
• Standards for investing endowments of non-profits
• IRS governance principles and liability for officers and directors
• Forms of indemnification for directors and due diligence for the nonprofits
• Rescuing troubled non-profits, including access to restricted funds
• Best practices to avoid liability
Michele A. W. McKinnon is a partner in the Richmond, Virginia office of McGuireWoods, LLP, where she an extensive tax-exempt organization and charitable giving practice. She has more than 20 years’ experience representing public charities, major colleges and universities, supporting organizations, large private foundations, and charitable trusts. She is a Fellow in the American College of Trust and Estate Counsel and currently serves as its Virginia State Chair. Ms. McKinnon received her B.A. from the University of Virginia, her J.D., magna cum laude, from the University of Richmond School of Law, and her L.L.M. in taxation from the College of William & Mary Marshall-Wythe School of Law.
Michael Lehmann is a partner in the New York office of Manatt, Phelps & Phillips, LLP, where he specializes in tax issues related to non-profits and in the tax treatment of cross-border transactions. He advises hospitals and other health care providers, research organizations, low-income housing developers, trade associations, private foundations and arts organizations. He advises clients on obtaining and maintaining tax-exempt status, executive compensation, reorganizations and joint ventures, acquisitions, and unrelated business income planning. Mr. Lehmann received his A.B., magna cum laude, from Brown University, his J.D. from Columbia Law School, and his LL.M. from New York University School of Law.