Exempt Organizations

Exempt organizations are essential to the fabric of our society. They touch every aspect of our community and operate at the intersection of donors, beneficiaries and their governmental regulators. Unfortunately, the environment has become increasingly more complex as federal, state and local agencies have increased their regulation of the charitable sector. Our job is to focus on compliance so that our clients can focus on their charitable mission.

The Ice Miller Exempt Organizations Team concentrates on the unique issues that impact public charities, private foundations, social welfare organizations, trade associations and governmental entities and affiliates. Our core team serves as general counsel to many exempt organizations on a regular basis, with support from numerous substantive practices across our firm. We monitor the business, legal, tax and regulatory issues that impact many of our clients. In addition, we commit our time in service to the industry through board and officer positions, and extensive writing and public presentations in Indiana and throughout the midwest.

Our Exempt Organizations Team recognizes that the stakeholders for an exempt organization are unique and its governance structure and business practices should reflect those differences. Our clients are typically managed by a volunteer board, responsive to their charitable beneficiaries, accountable to their donors, and subject to governmental regulators. We study each client’s industry so that we can understand its mission, participate in board level discussions, and provide trusted legal counsel on the corporate, governance, tax and contractual issues that impact our clients' businesses.

Key
Industries:     Ice Miller’s Exempt Organizations Team is privileged to represent concentrations of clients that are involved in the following industries:

• Health Care
• Colleges and Universities
• Governmental Entities and Affiliates
• Foundations (private foundations, corporate foundations, and community foundations)

Services:     Ice Miller’s Exempt Organizations Team regularly provides the following legal services for its exempt clients:

• Forming nonprofit corporations, including Articles of Incorporation, Bylaws and other governance policies;
• Preparing and filing applications for federal and state tax exemption;
• Evaluating the impact of proposed or new legislation;
• Advising regarding the private foundation excise taxes;
• Creating and managing a governance infrastructure that involves conflicts of interest, whistleblower policies, financial authority policies, document management and retention, and expense reimbursement;
• Recruiting and orienting board members, structuring effective board/staff relationships, conducting board meetings and managing corporate formalities;
• Reviewing and negotiating material contracts;
• Avoiding or minimizing the organization's exposure to the federal unrelated business income tax (UBIT), particularly involving sophisticated investments;
• Implementing planned giving vehicles and charitable giving programs;
• Educating the board with respect to endowment management (UPMIFA), recommending and drafting investment policies, and providing legal and tax analysis with respect to investment strategies;
• Soliciting and documenting charitable contributions and strengthening donor relations;
• Implementing and managing a grants process and infrastructure;
• Creating public advocacy campaigns, while complying with lobbying restrictions;
• Applying the prohibition on political activity;
• Complying with charitable gaming laws;
• Managing compliance with state tax issues, including property and sales tax exemption;
• Negotiating and documenting licensing, sponsorship and other corporate relationships;
• Structuring and documenting charitable solicitation, fundraising and commercial coventuring relationships;
• Managing compliance with State laws applicable to governmental entities and affiliates, including open door, open records, and procurement laws;
• Applying for and documenting federal and state grant applications, agreements and funding relationships;
• Structuring sophisticated tax exempt financing structures including bond financing, revolving loan funds, new markets tax credits, and other federal, state and local incentives;
• Reviewing and analyzing Form 990 disclosures and presentation;
• Evaluating, structuring and documenting corporate reorganizations involving mergers, liquidations, dissolutions, taxable subsidiaries (C-Corporations, LLCs, LLPs, GPs, etc.), and other sophisticated structuring options; and
• Creating and documenting executive recruitment and compensation packages, including the application of the intermediate sanctions regulations.