Good Counsel: Meeting the Legal Needs of Nonprofits

A concise overview of the legal needs of nonprofit organizations Good Counsel is a compact and personable overview of the legal needs of nonprofits, crafted by one of America's most astute nonprofit general counsels. The book distills the legal needs of the 1.8 million tax-exempt organizations in the United States.Written in a clear and accessible style, with plenty of humor and storytelling as well as illustrative case studies, Good Counsel explains the basics of nonprofit corporate law, governance, and the tax exemption. It then takes a department-by-department look at legal topics relevant to program, fundraising, finance, communications, human resources, operations, contracts, government relations, and more. Good Counsel is designed help organizations fulfill their missions to do the public good. Designed to impart confidence and demystify the issues, Good Counsel is a must-read for nonprofit professionals and board members as well as lawyers and law students. Using Good Counsel as their playbook, lawyers, executives, and trustees can get an overview of the most common legal, governance, and compliance issues facing their organization and together ramp up a top-notch legal function. * Contains practice pointers, checklists, and assessment tools * Features sample contracts, licenses, and other form documents * Filled with case studies and end-of-chapter focus questions, as well as available lesson plans for easy classroom use by educators in business, management, public policy, and law schools Good Counsel is the first-of-its-kind guidebook written by the sitting General Counsel of a major nonprofit. Written by influential author, speaker, and Bar leader Lesley Rosenthal, the General Counsel of Lincoln Center for the Performing Arts, Good Counsel shares the insights of a Harvard Law School graduate with years of in-house and business law experience as well as board service.

Preface xi Acknowledgments xvii Introduction xix Who Should Use This Book xx Features of the Book xxi How This Book Is Set Up xxii Preliminary Observations xxiv Illustrative Cases xxvii Part I An Overview of Nonprofits Legal Needs Chapter 1 What Good Counsel Can Do for Nonprofits 3 What Legal Needs Do Nonprofits Have in Common? 4 Beyond Laws about Nonprofits: Complying with Business Laws, Too 11 First Stop for Legal Advice: CYA (Consult Your Attorney) 12 In Sum/Coming Up Next 14 Chapter 2 Nonprofit Legal Basics: Corporate Law and the Requirements of the Tax Exemption 19 The Benefi ts of Incorporating 19 Getting Organized as a Nonprofit Corporation 22 Following Good Corporate Law Practices 24 Obtaining Recognition of Tax-Exempt Status 28 Maintaining Tax-Exempt Status 31 Meeting Additional IRS Expectations 34 Chapter 3 Good Counsel about Corporate Governance 47 What Does the Board Do? 47 Advocacy and Independent Judgment: Counsel in Relation to the Chief Executive 58 When Governance Fails: Learning by Negative Example 59 Part II A Grand Tour of Nonprofits Business Law Needs Chapter 4 Contracts and Intellectual Property: Laws that Matter to Program Staff 67 Understanding the Organization s Program 67 Contracts: At the Heart of the Program s Legal Arrangements 68 What Is Intellectual Property (and What Does It Have to Do with Nonprofits?) 81 Copyright Law for Nonprofits: An Introduction 82 Chapter 5 Counseling the Rainmakers: Legal Aspects of Raising Money 93 A Lawyer s Introduction to Fundraising 94 Laws That Matter to Fundraisers 99 Other Places Where Legal Meets Fundraising 112 Better Fundraising Through Good Governance and Compliance 117 Chapter 6 Laws That Matter to the Finance Department (or Not-for-Profit, but Not-for-Loss Either) 123 Understand the Big Financial Picture 124 A Year in the Life 132 Other Places Where Legal and Finance Meet 135 Chapter 7 Getting Personnel: Human Resources Law for Nonprofits 155 Human Dynamics, Nonprofi ts, and the Law 157 Key Legal Elements of Employment Relationships 159 Other Laws that Matter to Nonprofi t Human Resources Professionals 169 Chapter 8 Getting the Word Out, Legally: Counseling the Nonprofit Communications Team 185 Introduction to the Legal Aspects of Nonprofi t Communications 185 What Nonprofi t Marketing Directors Should Know about Trademark Law 186 Clearing Rights to Use the Protected Works of Others 199 Consumer Regulatory Laws 211 Getting the Word Out, Digitally 214 Other Places Where Legal Meets Communications 217 Chapter 9 Legal Meets Operations, Facilities Management, and Security 223 Laws That Matter to Operations 225 About Leases 233 Risk Management and the Chief Operating Officer 240 Chapter 10 Political Activities and Governmental Lobbying 243 Thou Shalt Not Politick 243 Lobbying: Advocacy with Limits 247 Recordkeeping, Registration, and Financial Disclosure 250 What Isn t Lobbying? 251 Part III For Good Counsel Only Chapter 11 Taking Charge of the Legal Function 257 Catalogue and Prioritize Legal Needs 258 The Softer Skills of Good Counsel 265 Chapter 12 Finding Your Dream Job as In-House Counsel at a Nonprofit 271 Where to Begin Searching for an In-House Job at a Nonprofit 271 How to Position Yourself to Win an In-House Job in a Nonprofit 272 Don t Believe the Myths 282 Chapter 13 Mobilizing Other Legal Forces for the Good 287 Paid and Pro Bono Representations 288 A Broad-Gauge Role for the Legal Profession in the Nonprofit Sector 294 Notes 297 Index 311