Pro Bono Partnership of Atlanta

Corporate Governance

Building a Better Board: Strong Boards Have Strong Policies

Nonprofit directors generally join the board because they are passionate about the mission of the organization. That’s a great place to start, but enthusiasm and passion must be paired with strong governance to enhance the growth of the mission. In this talk we will discuss governance generally and the policies boards should have in place to facilitate their support of the missions around which they are passionate.

We will discuss:

• The fiduciary obligations of the board

• The policy and procedures that are necessary for strong governance

• The board governance structure to implement policies and procedures.

Speaker: Janine Bowen, Baker Hostetler

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Succession Planning for Nonprofit Organizations

Succession planning is vital for a nonprofit to ensure the continuity of their mission-driven work and long-term sustainability.  Are you ready for when your founding executive director retires?  Or if your chief executive officer moves to another nonprofit with just a months’ notice?  This article by Brandon Hill with Nelson Mullins highlights legal considerations and thoughtful recommendations to guide nonprofit organizations through succession planning. 

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How Updates to the Nonprofit Code of Georgia Could Impact Your Nonprofit

On July 1st, the Amended Georgia Nonprofit Corporation Code went into effect. This law guides how Georgia nonprofit corporations are expected to operate. Since most of PBPA’s clients are incorporated in Georgia, these changes apply to you! A few examples of the changes include:

  • Directors may not vote by proxy.
  • Executive Directors are automatically corporate officers unless the bylaws say otherwise.
  • The same person may NOT serve as both the Chief Executive Officer (also sometimes referred to as President) and Secretary.

Speaker: Robyn Miller, Senior Corporate/Tax Counsel, Pro Bono Partnership of Atlanta

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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

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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Can we pay a board member

Nonprofit Corporate Governance: Bylaws & Articles of Incorporation

An organization’s Articles of Incorporation and Bylaws are the keystone corporate governance documents of a nonprofit. In this webcast, our speaker will help viewers understand how these two documents function separately and together, as we discuss:

  • How Articles & Bylaws interplay;
  • Important provisions that should be included in each document;
  • Avoiding common pitfalls in these governing documents.

Speaker: Talmadge Infinger, M&A Counsel at UPS

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Collaborating With a 501(C)(4) Without Jeopardizing Your 501(C)(3) Tax-Exempt Status

Nonprofit organizations often collaborate with other nonprofits in order to maximize their impact. If your 501(c)(3) nonprofit works in partnership with other nonprofits, you may end up working alongside a 501(c)(4) organization. Whether your nonprofit works with a (c)(4) as part of an established coalition or on an ad hoc basis, it is important to understand the limits the Internal Revenue Service places on these types of shared activities. This article provides some important tips to ensure that your nonprofit doesn’t jeopardize its tax-exempt status.

Working with C4 Organizations

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.

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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

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

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Slides – Board Roles

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.

    Invading_endowments

    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

    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

    Slides- Three Habits of Highly Effective Nonprofit Board Members

    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

    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

    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

    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

    Dissolving a Georgia Nonprofit Organization

    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

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