Non-Profit & Tax Exempt Organizations

MBK’s non-profit and tax-exempt clients encompass a diverse group of entities including health care systems, private foundations, colleges and universities, schools, business leagues, community service and social welfare organizations, and social clubs. Our attorneys are attentive to the unique concerns of each of these entities and maintain long-term relationships with many of our non-profit clients, often acting as outside general counsel.

At MBK, we work with our clients on every aspect of the formation of the non-profit entity and its attainment of tax-exempt status. We evaluate the types of entity appropriate for an organization’s mission and objectives, and provide the initial organizational documents, including articles of incorporation, bylaws, committee charters, policies and procedures. We advise our clients at formation, and on an ongoing basis, about corporate governance best practices and work with them to institute policies and procedures that ensure compliance with their legal and fiduciary obligations, and minimize potential disputes both internally, among members of the Board of Directors or executive team, and externally, with community stakeholders.

We provide legal counsel to non-profit organizations to support their ongoing strategic planning, risk management, and regulatory compliance. We ensure they are up to date and compliant with the continuing governance and reporting obligations of a non-profit entity. We routinely advise on all of the following:

• Entity reorganization and restructuring
• Obtaining and maintaining federal, state and local tax-exempt status
• Governance, organizational and best practices matters
• Structuring executive compensation
• Prohibited transactions with directors and officers
• Excess benefit concerns
• Representation in civil, criminal and regulatory matters before the IRS, the Pennsylvania Bureau of Charitable Organizations, the Pennsylvania Attorney General’s Charitable Trusts and Organizations Section, and federal, state and local regulatory and taxing bodies
• Intermediate sanctions, private inurement, and unrelated business income tax issues
• Institutions of Purely Public Charity/Act 55 designations
• Non-profit to for-profit conversions
• Planned giving program design and administration
• Coordination of criminal, regulatory, and administrative investigations.

Non-profit organizations operate in a highly regulated and monitored environment which can increase their risk of being placed in sensitive or high-profile situations. We frequently advise clients on matters requiring prompt and tactical crisis response such as government and regulatory investigations, IRS and state Attorney General matters, donor and stakeholder complaints, and press inquiries. Our attorneys assist clients with their immediate response and throughout the representation, and ultimately work with clients to design policies and structures to minimize their future risk.

Non-profit and tax-exempt organizations also deal with more common day-to-day problems, such as employment issues and litigation, deferred compensation and executive compensation, budgeting and cash-flow or treasury management issues. Our Non-Profit & Tax-Exempt Organizations attorneys work cohesively with our entire MBK team as well as with clients’ external accounting, financial and technical advisors to provide a full spectrum of high-quality services to our clients.