Pro Bono Partnership of Atlanta

Corporate Governance

How to be a Conscientious Board Chair

Directors have legal duties to their nonprofit, and the board chair is in a unique position to oversee these duties.  A chair can lead the board not just to govern, but to set the organization up for long-term success.  In this episode of the PBPA Podcast, Marianna Faircloth with The Home Depot will outline best practices and simple reminders for board chairs to lead a solid and legally compliant board.

Episode 28 Transcript

[pdf-embedder url="https://pbpatl.org/wp-content/uploads/2022/06/Episode-28-How-to-be-a-Conscientious-Board-Chair.pdf" title="Episode 28 -How To Be A Conscientious Board Chair"]

Can I Pay my Board Members?

While nonprofit board members are motivated to serve by passion for an organization’s mission, could a nonprofit also pay them?  Paying nonprofit board members for their service raises many legal issues that are very difficult to overcome.  Read this article to learn about the types of payments a nonprofit might make to a board member, which ones are permissible, and which ones you should avoid.

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[pdf-embedder url="https://pbpatl.org/wp-content/uploads/2022/02/Can-we-pay-a-board-member.pdf" title="Can we pay a board member"]

Board Basics: Understanding the Legal Duties and Responsibilities of Nonprofit Board Members

Many nonprofit board members join the board because they care about the issues the organization addresses. One of the essential ways to assist the nonprofit, and its mission, is by having an understanding of the board’s role, legal duties and responsibilities. During this webinar, our speaker helps nonprofits and their board members understand:

-          The Role of the board and its board members;

-          The legal duties of the board and its members; and

-          To whom a board and board members are accountable.

Chaniece Mulligan, Associate at Kilpatrick Townsend

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PBPA Fiscal Sponsorship Separation Checklist

If you have a fiscal sponsor, at some point and for any number of reasons, you may consider going out on your own. This checklist briefly outlines some of the important considerations for various fiscal sponsorship projects that are contemplating separating from their fiscal sponsor. Keep in mind that this is not an exhaustive list, but just a start. Depending on your specific situation, the type of work you do and the type of relationship with your fiscal sponsor, some of the items on this list may not apply to you. Fiscal Sponsorship Checklist [pdf-embedder url="https://pbpatl.org/wp-content/uploads/2021/07/PBPA-Fiscal-Sponsorship-Separation-Checklist.pdf" title="PBPA Fiscal Sponsorship Separation Checklist"]

Board Members and Personal Liability: Options for Nonprofits to Minimize their Risk

In this episode of the PBPA Podcast, Erin McGinnis answers our questions about shielding board members from personal liability for volunteer services, while also minimizing risk to the organization. Our guest will walk us through the many options available to Georgia nonprofits, including exculpation, indemnification, advancement of litigation expenses and directors & officers insurance. Guest: Erin McGinnis, Partner at Nelson Mullins Episode 14 - Minimizing Risk of Director Personal Liability Transcript [pdf-embedder url="https://pbpatl.org/wp-content/uploads/2021/04/Episode-14-Minimizing-Risk-of-Director-Personal-Liability-Transcript.pdf" title="Episode 14 - Minimizing Risk of Director Personal Liability Transcript"]

Webcast: Whose Job is it Anyway? Navigating Board-Staff Relationships at a Nonprofit

Nonprofit staff and board are all on the same team, but problems can arise if the roles of team members are unclear. In this webcast, PBPA’s Justine Cowan, who has served as both an executive director and a board member herself, will discuss how to navigate the complex board-staff relationship, including:

• Key policies that strengthen the board-staff partnership;

• How board and staff duties may evolve as an organization grows;

• Troubleshooting issues when the board-staff line gets blurred.

Speaker: Justine Cowan, Staff Attorney at PBPA

View the Webcast Slides - Board Roles [pdf-embedder url="https://pbpatl.org/wp-content/uploads/2021/03/Slides-Board-v.-Staff-Rolesv2.pdf" title="Slides - Board v. Staff Rolesv2"]

How to Help your Nonprofit’s Mission Survive These Tough Times

Your organization’s revenue is down, workforce is changing, and facilities are underutilized. What can a nonprofit do? What MUST it do? As your organization considers its options as an entity and a steward, there are several possibilities out there. In this 3-part webcast series, our speakers will:
  • identify the questions your nonprofit should ask during these difficult times
  • provide guidance for your organization on partnership options and processes
  • share information on how to set yourself up in the best position if closure is unavoidable
  • review the steps involved in closing a nonprofit in Georgia and
  • consider potential issues around short-term “soft closings”
    • Part I: Mergers & Asset Sales Speakers: Brian Galison, Nelson Mullins & Erik Speakman, Speakman Management Part II: Insolvency & Bankruptcy Speaker: John Mills, Taylor English Part III: The Process of Dissolution Speaker: Robyn Miller, Pro Bono Partnership of Atlanta

    Thinking of Invading Your Endowment?

    As the effects of COVID-19 present financial challenges to nearly every nonprofit organization, some that have endowments may be wondering whether and how much your endowment funds can be used to keep your organization afloat. While a lot depends on the specifics of the endowment, this article is intended to provide an overview of some of the factors and risks nonprofits should consider before accessing, borrowing, or otherwise using funds from an endowment. [pdf-embedder url="https://pbpatl.org/wp-content/uploads/2020/06/Invading_endowments.pdf"]

    Webcast: Considering a Merger?

    Have you ever thought about combining with an organization that does similar work or serves the same clients? There are many factors to consider when deciding whether to merge two nonprofit 501(c)(3)s. During this webcast we will explore best practices and lessons learned. Nonprofit mergers are complex and if not done properly can result in a lot of wasted energy, resources and goodwill. We will also discuss the legal process of a merger and when to get a lawyer involved. Presenters: Erik Speakman, founder, Speakman Management Consulting and Robyn Miller, Senior Corporate/Tax Counsel, Pro Bono Partnership of Atlanta View the webcast here Slides - Considering A Merger [pdf-embedder url="https://pbpatl.org/wp-content/uploads/2020/01/Considering-A-Merger.pdf" title="Considering A Merger Slides"]

    Webcast: Three Habits of Highly Effective Board Members

    PBPA Executive Director, Rachel Epps Spears discusses the good habits that make a successful board member. Learn to be an effective partner to the organization you care so much about and help avoid the pitfalls of financial mismanagement. This knowledge is more important than ever, especially considering recent closures of several well-established nonprofits in Atlanta. View the webcast here. Slides - Habits of Effective Nonprofit Boards [pdf-embedder url="https://pbpatl.org/wp-content/uploads/2019/09/Slides-Three-Habits-of-Highly-Effective-Nonprofit-Board-Members.pdf" title="Slides- Three Habits of Highly Effective Nonprofit Board Members"]

    Thinking About Changing Your Name?

    If your organization's plans for the new year include a name change, check out our article that presents steps for changing the legal name of a 501(c)(3) tax-exempt, nonprofit organization in Georgia. Name Change Article [pdf-embedder url="https://pbpatl.org/wp-content/uploads/2022/07/Changing-Corproate-Name-2022.pdf" title="Changing Corproate Name - 2022"]

    Webcast: Maintaining Your Tax Exempt Status When You Have Close Ties with a Separate For Profit

    Many small nonprofits have close ties to separate for-profit corporations. - Does a for-profit provide a lot of your 501(c)(3)'s support? - Was your 501(c)(3) public charity started by a for-profit entity that does similar or connected work to your 501(c)(3)? - Do you share clients or refer clients to one another? These scenarios, plus others, may risk the 501(c)(3)'s public charity and tax-exempt status if not closely evaluated. During this webcast, our speaker will discuss these risks and how to manage them. Speaker: Robyn Miller, Senior Tax/Corporate Counsel at Pro Bono Partnership of Atlanta Click here to view the webcast. Slides - Maintaing Your Tax Exempt Status When You Have Close Ties With A Separate For Profit [pdf-embedder url="https://pbpatl.org/wp-content/uploads/2018/12/Slides-Maintaining-Your-Tax-Exempt-Status-When-You-Have-Close-Ties-with-a-Separate-For-Profit.pdf" title="Slides- Maintaining Your Tax-Exempt Status When You Have Close Ties with a Separate For-Profit"]

    Webcast: How to Prepare and Run a Board Meeting

    Nonprofits hold board meetings quarterly if not monthly. These meetings are required by the organization’s bylaws and at least yearly by law, but it’s hard to find training for Executive Directors, CEOs and Board Chairs regarding how to prepare for and run such meetings. More importantly, how does one make such meetings effective? During this webcast, our speaker addresses the following:
    • How to prepare for board meetings
    • How to run board meetings
    • Documents associated with such meetings
    • How to keep board meetings focused and on track, and
    • Key follow up steps after a board meeting
    Presenter: Robin Sangston, V.P. Chief Compliance and Privacy Officer, COX Communications View the webcast here. Slides - How to Prepare and Run-a Board Meeting [pdf-embedder url="https://pbpatl.org/wp-content/uploads/2018/05/Slides-How-to-Prepare-and-Run-a-Board-Meeting.pdf" title="Slides- How to Prepare and Run a Board Meeting"]

    Webcast: Open Records and Open Meetings

    Under Georgia law, government agencies and even some nonprofits are required to make certain meetings and records open to the public. Georgia’s Open Records Act and Open Meetings Act provide broad public access to such records and meetings. During this webinar, our speaker helps nonprofits understand:
      1. - When a nonprofit is required to comply with Georgia’s Open Records and Open Meetings Acts;
      1. - What constitutes an open record and an open meeting; and
      - How to comply with Georgia’s Open Records and Open Meetings Acts
    Presenter: Marquetta Bryan of Nelson Mullins Click here to view the webcast. Slides - Open Records and Open Meetings [pdf-embedder url="https://pbpatl.org/wp-content/uploads/2017/06/Slides-Open-Records-and-Open-Meetings.pdf" title="Slides- Open Records and Open Meetings"]

    How to Keep Your Nonprofit Out of the Media Spotlight

    How to Keep Your Nonprofit Out of the Media Spotlight The Wounded Warrior Project has been under intense scrutiny ever since a CBS News investigation reported that the organization spends 40 to 50 percent of its donations on overhead. The organization was also accused of excessive spending on executive salaries, travel and staff conferences. In response, the board of directors of the Wounded Warrior Project solicited an independent review and eventually fired the CEO and COO. In a statement, the board conceded that "some policies, procedures and controls at WWP have not kept pace with the organization's rapid growth in recent years, and are in need of strengthening." Pro Bono Partnership of Atlanta clients are unlikely to be accused of excessive salaries or lavish spending, but they can still take away lessons from the Wounded Warrior Project experience. For starters, a nonprofit’s board of directors must exercise proper oversight and ensure sufficient controls to avoid accusations of putting dollars before mission. The board can also take steps to ensure the organization is complying with IRS guidelines on executive compensation. PBPA has numerous resources on our website that can help your organization follow best practices, including: • Principles for Good Governance and Ethical Practice: A Guide for Charities and Foundations • Compensating Insiders – How to Avoid Excess Benefit Transactions and Comply with IRS Rules • Fiduciary Duty of Board of Directors to Oversee Financial Affairs • Legal Issues for New Nonprofits Webinar 7: Board’s Responsibility for Financial Oversight .

    Dissolving a Georgia Nonprofit Organization

    A nonprofit organization that plans to end its operations should complete certain steps including adopting resolutions and making government filings. An organization that closes without following proper procedures could expose itself to lawsuits from claimants and creditors and IRS enforcement actions. This article provides a broad overview of the dissolution process. Dissolving a Georgia Nonprofit Organization [pdf-embedder url="https://pbpatl.org/wp-content/uploads/2015/01/DISSOLVING-A-GEORGIA-NONPROFIT-ORGANIZATION.pdf" title="Dissolving a Georgia Nonprofit Organization"]

    Webcast: Corporate Bylaws

    A nonprofit's bylaws define how the organization is governed. Some of the most important items addressed in the bylaws are the roles and duties of directors and officers, the rules for conducting board meetings and electing directors, and the relationship between the nonprofit and any members or affiliates. A well-drafted set of bylaws can enable an organization to achieve its goals.

    During this webcast, our speaker will help nonprofits understand:
    • The interplay of bylaws with state nonprofit corporation law, and the organization's articles of incorporation, and policies and procedures
    • Best practices for maximizing organizational effectiveness
    • The process for drafting and revising bylaws

    Presenter: Paul Fancher, Troutman and Sanders

    Due to technical difficulties, this webcast is in two parts. Please view both for the complete webcast.

    Webcast: Employee Handbooks

    When's the last time you reviewed or updated your employee handbook? Did you obtain your current handbook from the Internet or from a friend at another nonprofit? In this webcast, we'll discuss the purpose of an employee handbook, what policies it should include, and perhaps more importantly- what it shouldn't include. Recently, administrative agencies such as the EEOC and NLRB have scrutinized employee handbooks with often significant consequences for employers. This webcast will help ensure your handbook doesn't create more problems than it solves. Presenter: Bryan Stillwagon, Attorney, Sherman & Howard, LLC Open Slides in New Tab

    Legal Issues for New Nonprofits Webinar 4: Recordkeeping Requirements

    This is part four of an eight part webinar series that provides general legal information about operating a 501(c)(3) tax-exempt, nonprofit corporation. This webinar covers the recordkeeping requirements for nonprofits, including IRS requirements, and best practices for keeping and maintaining other important organizational records. Presenter: Mark Hoenig, Esq., Weil, Gotshal & Manges Click here to view the webinar. Open slides in new tab or view below. [pdf-embedder url="https://pbpatl.org/wp-content/uploads/2014/05/Weil+presentation+-+record+retention.pdf" title="Webinar 4: Recordkeeping Requirements"]

    Webcast: Collaborations for Nonprofits

    “Collaboration” is a huge buzz word these days in the nonprofit world. There can be great reasons for nonprofits to collaborate – pursuing funding sources available only to collaborators is just one of those reasons. But what does it really mean to “collaborate.” And what are the benefits and challenges of collaboration for a nonprofit? During a one-hour webcast, we will explore legal issues nonprofits should keep in mind as they consider collaborations. Topics covered will include: • The broad spectrum of collaborations and the different relationships and structures within the spectrum; • Specific issues that should be addressed when collaborating; and • Examples of various successful collaboration efforts. Presenters: Alan Rosselot, Delta Airlines Robyn Miller, Pro Bono Partnership of Atlanta Open Slides in New Tab

    Georgia Legislature Tells Certain Nonprofits to Open Records and Meetings

    Is your nonprofit required to allow public access to its records and meetings? Under Georgia law, government agencies and even some nonprofits are required to make certain public disclosures. The Open Records Act and the Open Meetings Act, also known as the Georgia Sunshine Laws, provide broad public access to records and meetings. These laws were recently overhauled by the legislature, increasing the penalties for violations and making it easier for citizens to bring lawsuits. The Georgia Sunshine Laws apply to any nonprofit that receives more than one-third of its funds from a direct allocation of taxpayer dollars or that carry out government functions. Read this updated article on our website to find out what nonprofits that are covered by the Sunshine Laws have to do to comply. Click here for additional information about the Open Records Act and the Open Meetings Act in Georgia.   [pdf-embedder url="https://pbpatl.org/wp-content/uploads/2012/07/Georgia-Sunshine-Laws.pdf" title="Article: Georgia Sunshine Laws"]

    What is a “Member” of a Nonprofit?

    While many nonprofits use the term member to mean supporter, donor, participant or friend, the term “member” actually has a technical definition under Georgia law. Deciding on whether or not your organization should have members in a legal sense is important because it affects who controls the organization. Learn more about what it means to have members in this article. [pdf-embedder url="https://pbpatl.org/wp-content/uploads/2012/10/Georgia-NonProfit-Members-v-5.pdf" title="Article: Georgia NonProfit Members"]