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Exempt Organizations

Ice Miller's attorneys actively advise a number of nonprofits, large and small, with regard to their corporate and governance issues. 

We regularly attend our client's board meetings and serve as a legal and business resource to the board and executive staff. We advise our nonprofit clients on governing documents, committee charters and enabling resolutions, conflicts of interest policies, issues relating to board/staff relations, appropriate delegation and accountability, board and staff succession plans, director and officer indemnification and insurance, and other governance related matters. Our clients depend upon us to monitor industry trends, best practices and legislative proposals.

In addition to the specific projects previously mentioned, we have advised numerous colleges and universities, hospitals, private schools, scientific organizations, private foundations, social service organizations and other nonprofit organizations with governance related issues, including the following:
  • Adopting proactive governance policies that reasonably balance the necessity of corporate compliance with the expense of managing that compliance in the following areas: conflicts of interest, whistleblower, document retention and destruction, negotiation and documentation of joint ventures, business expense reimbursements, and gift acceptance policies;
  • Implementing a grants process and infrastructure;
  • Assessing board structure and the working relationship and responsibilities of the board of directors and board committees versus those of the administrative staff;
  • Implementing internal governance principles and procedures to supplement the organizational documents and provide direction to the board and executive staff;
  • Reviewing and refining the roles and responsibilities of committees and drafting committee descriptions and charters;
  • Explaining and assisting with the adoption of conflict resolution procedures and excess benefit transaction policies;
  • Implementing planned giving vehicles and charitable giving programs; and
  • Educating the board with respect to endowment management, recommending and drafting investment policies, and providing legal and tax analysis with respect to investment strategies.
Ice Miller's Tax-Exempt Services and Experience

As a fundamental component of our service to nonprofit organizations, Ice Miller's tax-exempt practice assists its clients in navigating the federal and state tax rules that govern their operations. Our tax-exempt attorneys provide sophisticated, client-centered advice relating to the full spectrum of federal and state tax issues, including:
  • Monitoring and advising organizations regarding changes in the federal and state tax laws;
  • Advising organizations regarding the fundamental tax-exempt requirements that govern their activities and the requirements relating to their maintenance of public charity status;
  • Structuring and documenting relationships or ventures with outside third parties;
  • The parameters of the political activity prohibition;
  • Lobbying advice and documentation;
  • Acknowledging charitable contributions and donor recognition;
  • Providing guidance regarding executive compensation and retention;
  • Properly avoiding or minimizing the organization's exposure to the federal unrelated business income tax (UBIT), specifically as it relates to sophisticated investments; and
  • State tax issues, including property and sales tax exemptions.


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