Tax Exempt Organizations

From Start to Finish

Learn the Nuts and Bolts -
From Establishment to Dissolution

Philadelphia, Pennsylvania
June 4, 2012
FACULTY

Marla K. Con ley

Karl Emerson
Phylli s F. Horn Epstein
William C. Hussey II
Kenneth H. Ryesky

CONTINUING EDUCATION

NJ CLE- 8.0 (lnd 1.2 ethics)

PA CLE- 6.0 (lnd 1.0 ethics)
CPE for Accountants/NASBA- 8.0
See inside for details!

NBI NATIONA L
BUSINESS
INSTITUTE TM

SEMINARS · TELECONFERENCES · WEBCASTS

ON-DEMA ND· VID EO DVDS · AUD IO CDS · COURSE BOOKS
SEMINAR OVERVIEW
Confidently Advise Exem pt Organizations
Do you have a firm grasp of the transparency and accountability standards required of tax-exempt
organizations? Can you easily spot omissions or errors in their tax forms, articles of incorporation
and policies ?This fast-paced course provides a comprehensive orientation to the legal and tax aspects
of exempt organizations. Experienced faculty will explain the nuts and bolts from incorporation
to dissolution- wi th all the tax and compliance challenges in between. By the end of the day,
you'll have all the knowledge and tools you need to confidently advise these organizations.
Register today!

BENEFITS OF ATTENDING
Be prepared to effectively advise your clients on establishing, operating and terminating
tax-exempt organizations.

Study the various categories of 501 (c)s under the internal revenue code,
and learn how to properly apply for tax-exempt status.

Make sure to include all of the key provisions in articles of incorporation and bylaws.

Recognize the two Sarbanes-Oxley requirements for nonprofit organizations,

and learn what other SOX practices may be extremely valuable to implement.

Gain a better understanding of the fiduciary duties and potential liabilities

of the Board of Directors and officers.
Find out how to ensure organizational transparency on Form 990,
wh ile using it as a positive marketing opportunity.
Avoid inadvertent paperwork mistakes that may trigger a compliance check by the IRS.
Understand what documentation needs to be filed to authorize dissolutions
of exempt organizations.

Maintain an ethical practice by knowing how to handle multiple representation

and confidentiality dilemmas.

CREDIT INFORMATION
The specific continuing education cred it(s) listed are for attending the live seminar. The credits may
or may not apply for the audio version of this seminar. Please check with your credit board for details.
For additional questions regard ing continuing education credits, please contact us at 866-240-1890.

NJ CLE - 8.0- This program has been approved by the Board on Continuing Legal Education
of the Supreme Court of New Jersey for 8.0 hours of total CLE credit. Of these, 1.2 qualify as hours
of credit for ethics/professionalism.
PA CLE- 6.0- This program has been approved by the Pennsylvania Continuing Legal Education
Board for a total of 6.0 hours, including 5.0 hours of substantive law, practice and procedure
CLE credit and 1.0 hour of ethics, professionalism or substance abuse CLE credit.
CPE for Accountants/NASBA - 8.0- NBI, Inc. is registered with the National Association

~~ of State Boards of Accountancy (NASBA) as a sponsor of continuing professional

education on the National Registry of CPE Sponsors. State boards of accountancy

CPE
SPONSORS
have final authority on the acceptance of individual courses for CPE credit. Complaints
regarding registered sponsors may be submitted to the National Registry of CPE Sponsors
through its website: www.learningmarket.org. This program is designed to qualify for
8.0 hours (based on SO minute credit hour) of continuing professional education credit for accountants.
For more information regarding administrative policies such as complaint and refund, please contact our
offices at (800) 930-6182. This is a basic level program presented in a group live setting. This course will:
1. Discover how to effectively advise your clients on establishing, operating and terminating
tax-exempt organizations.
2. Study the va rious categories of 501 (c)s under the internal revenue code, and learn how to properly
apply for tax-exempt status.
3. Examine ways to include all of the key provisions in articles of incorporation and bylaws.
4. Recognize the two Sarbanes-Oxley requirements for nonprofit organizations, and learn what other
SOX practices may be extremely valuable to implement.
5. Demonstrate the fiduciary duties and potential liabilities of the Board of Directors and officers.
6. Identify how to ensure organizational transparency on Form 990, while using it as a positive
marketing opportunity.
7. Evaluate how to avoid inadvertent paperwork mistakes that may trigger a compliance check by the IRS.
8. Presen t documentation needs to be fi led to authorize dissolutions of exempt organizations.
9. Evaluate how to have an ethical practice by knowing how to handle multiple representation
and confidentiality dilemmas
No advanced preparation or prerequisites are required . Field(s) of Study-- Taxation; Regulatory Ethics.
SEMINAR OUTLINE
I. INCORPORATION PROCESS
8:30- 9: 15, William C. Hussey II
A. Liability Associated
With Unincorporated Organizations
B. Articles of Incorporation-
Key Provisions to Include
1. Governing Body
2. Purpose Clause
3. Dissolution Clauses
4. Provisions Required by IRS
5. Other Crucial Language
C. Bylaws - Key Provisions to Include
1. Directors and Officers
2. Meetings
3. Voting
4. Indemnification
D. Mission Statement
E. The Use of LLCs (and L3Cs) for Non profits
II. ESTABLISHING TAX-EXEMPT STATUS
WITH THE IRS
9: 15 - 10.·00, William C. Hussey II
A. Nonprofit vs. Tax Exempt
B. Determining the Type
ofTax-Exempt Organization
Under the Internal Revenue Code (IRC)
C. 501 (c)(3):
Publicly Supported or Private Foundation?
D. IRS Application Process for 501 (c)(3)-
Form 1023
1. The Importance of the Narrative
Description of Activities
2. Submitting the Budget:
What You Need to Know
3. Other Traps for the Unwary
4. Retroactive Applications
for Existing Organizations
E. IRS Application Process
for Other 501 (c) Categories That Qualify
for Exemption
F. Required Annual or Periodic
Federal/State/Local Filings
Ill. LIABILITY OF DIRECTORS AND OFFICERS
10:15- 10:45, Kenneth Ryesky
A. Fiduciary Duties and Indemnification
B. Private Inurement/Private Benefit
C. Excess Benefit Transactions
and the "Intermediate Sanctions"
D. Case Studies
IV. HANDLING CONTRIBUTIONS
AND TAX DEDUCTIONS
10:45- 11:15, Phyllis F Horn Epstein
A. Types of Gifts:
Advising Clients on Accepting
Money and Property
B. Handling Unanticipated Funds
With "Facts and Circumstances"Test
C. Tax Deductions
and Substantiation Requirements
D. Recent Changes and Current IRS Focus
*If needed, the above agenda may be changed
to best accommodate all of our attendees.
V. UNRELATED BUSINESS
TAXABLE INCOME (UBTI) ,.
I
11: 15 - 12:00, Marla K. Conley
A. Defining UBTI!UBIT
B. Tax Computation:
Form 990-T or Push to Subsidiary?
C. Exceptions, Exemptions and Traps
for the Unwary
VI. RESTRUCTURING AND TERMINATING
EXEMPT ORGANIZATIONS:
PROCEDURES AND PITFALLS
1:00- 1:4 5, Marla K. Conley
A. Structuring Alliances and Networks
B. Merging or Consolidating With Another
Tax-Exempt Organization
C. Dissolving a Tax-Exempt Organization:
Steps, Forms and Filings Required
D. Distribution or Transfer of Assets
E. Insolvency Strategies
VII. FORM 990:
KEY COMPLIANCE POINTS AND
DISCLOSURE CONSIDERATIONS
1:45-2:45, Karl Emerson
A. Govern anee Body
and Conflicts of Interest
B. Changes to Organizational Documents
C. Documentation of Actions by the Board
D Written Policies
E. Independent Review
of Executive Compensation
F. Disclosure Requirements
G. Balance Sheet
H. Using Form 990
to the Organization's Advantage
VIII. ADVISING ON OPERATIONAL ISSUES
3:00- 3:40, Phyllis F Horn Epstein
A. Applying Sarbanes-Oxley to Non profits
1. Document Retention
2. Whistleblower Protection
3. Non-Mandatory but Valuable Practices
Non profits can Adopt
B. Strategies for Board Policy-Making
C. Advising Directors on Mission "Drift"
D. Investment Considerations
E. Solicitation and Fundraising Activities
F. Lobbying and Political
Campaign Activities
IX. ETHICAL CONSIDERATIONS
FOR EO PRACTITIONERS
3:40- 4:40, Kenneth H. Ryesky
A. Multiple Representation Issues:
Who is the Client7
B. Attorney-Client Confidentiality
Within the Different Levels
of an Organization
C. Confidentiality vs. Disclosure to the IRS
D. Self-Dealing Situations
E. Excessive Compensation
F. Direct Referrals From Board
G. When the Attorney Must Resign
 IMPORTANT DETAILS

PHILADELPHIA
JUNE 4
Crowne Plaza Philadelphia
1800 Market Street, Philadelphia PA 19103
Phone: 215-561-7500

SCHEDULE
Registration 8:00- 8:30am Seminar 8:30am-4:40pm
Complimentary snacks and refreshments are provided.
Lunch is on your own.

TUITION
$369 for the first registrant
$359 for each additional registrant
$349 for new professionals- save $20!*
*A new professional is anyone with three or less years of professional work experience.
Hardship tuition assistance is available. To apply, please call (800) 930-6182.

DIRECTIONS & PARKING

To obtain directions and parking information, please contact the
facility listed.
FREE REFERENCE BOOK
Tax Exempt Organizations From Start to Finish
Receive a comprehensive course book, included with your tuition,
which you can take back to your office and use as a reference.

AUDIO RECORDINGS
This seminar will be recorded in its entirety. If you can't attend, you can
still obtain the benefits of the information provided by purchasing the
manual and CD. See the registration form to order.

CANCELLATION
Has your schedule changed7 Visit us on the web or call one of our customer
service representatives to learn more about your cancellation options.

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REGISTRATION
MAIL
use registration form on back of brochure
PHONE
800-930-6182 (7:00am - 5:30 pm Central Time)
FAX
715-835-1405
ONLINE
www.nbi-sems.com
Pre-registration is encouraged. If you need to register at the
door, you may wish to call us first to confirm availability and to
receive information regarding schedule or location changes.

Visit www.NBI-SEMS.com to see what other seminars, teleconferences

and webcasts are coming up.
Choose accredited topics at times that work for you!
OUR DISTINGUISHED FACULTY
MARLA K. CONLEY is an associate in the Philadelphia office
of Schnader Harrison Segal & Lewis LLP, where she is a member
of the nonprofit organizations practice group and the tax and wealth
management department. She focuses her practice on philanthropy
and tax-exempt organizations, advising private foundations, public charities
and business leagues, as well as organizations applying for tax-exempt status.
Ms. Conley represents clients before the IRS, the attorney general and the
Orphans' Court, and she routinely advises clients on organizational structure,
governance and taxation, as well as fundraising and charitable spending.
She is a member of Schnader Harrison Segal & Lewis LLP's Pro Bono Committee
and she has strong interest in child dependency and delinquency law based
in her prior experience working for Big Brothers Big Sisters, the American
Bar Association's Center on Children and the Law, and the Delaware Office
of the Child Advocate. Ms. Conley currently represents children living
in foster care through the Philadelphia Support Center for Child Advocates.
She earned her A.B. degree from Woodrow Wilson School of Public
and International Affairs and her J.D. degree, magna cum laude,
from the University of Pennsylvania Law School.
KARL EMERSON is of counsel with the Philadelphia law firm
of Montgomery, McCracken, Walker & Rhoads, LLP, where he focuses
on nonprofit and charitable organizations. Mr. Emerson earned his
B.S. degree, magna cum laude, from the University of New Hampshire
and his J.D. degree from Temple University. He is a prior member of the
IRS Tax-Exempt Compliance Committee and the Senate Finance Committee.
PHYLLIS F. HORN EPSTEIN is a partner with the Philadelphia firm
of Epstein, Shapiro & Epstein, P.C., where she practices in the areas of taxation,
corporate transactions, trusts and estates, and family law. She has been
the author of numerous articles for tax-related periodicals and is co-author
of the tax litigation chapters of the CCH Federal Tax Service. In addition,
Ms. Epstein has been a lecturer for continuing legal education programs
on issues of taxation. She has been an active participant in the Tax Section
of the American Bar Association, is a member of the Committees on Court
Procedure, and Individual and Family Taxation, where she is a member
of the Executive Council and Public Outreach Task Force. Ms. Epstein served
for many years as the editor of the Tax Section Newsletter. She has served
on the American Bar Association's Publishing Board of the Law Practice
Management Section and Publishing Board of the ABA's Commission
on Women in the Profession. She presently is the treasurer of the Pennsylvania
Bar Association. Ms. Epstein is a former co-chair of the Pennsylvania Bar
Association Women in the Profession Commission and editor of its newsletter
Voices and Views. She remains an active member of the Commission's
Executive Council. Ms. Epstein served as chair of the Philadelphia
Bar Association's Fee Disputes Committee, a member of the association's
Section on Taxation and Women's Rights Committee, the editor of the
Business Law Section newsletter and served on the IRS Liaison Committee.
She is a member of the Steering Committee for the "Working Together· alliance
of tax practitioners, IRS agents, and CPAs, and is frequently invited to participant
in the United States Tax Court Judicial Conference. Ms. Epstein is a member
of the Philadelphia Estate Planning Council. She is a graduate ofTem pie
University and its School of Law and also earned her LL.M. degree from
Temple University while teaching contract law at La Salle University.
Ms. Epstein has been a speaker for the Young Lawyers Division of the
WHO SHOULD ATTEND
This basic level program provides an orientation to the legal and tax nuts and bolts of exempt organizations for:
Attorneys
In-House Counsel
CPAs and Accountants
Nonprofit Organization Directors and Officers
Nonprofit Organization Bookkeepers and Controllers
Tax Managers
Paralegals
American Bar Association, Amnesty International, National Business Institute,
Pennsylvania Bar Institute, ·working Together· Annual Tax Conferences,
the New Hampshire Women's Bar Association, the 13th Annual Conference
of Feminist Law Professors, and the Penn State Smeal College of Business.
She is the author of Women-at-Law: Lessons Learned Along the Pathways
to Success, published by the American Bar Association Law Practice
Management Section and a contributor to Representing Lesbian, Gay,
Bisexual and Transgendered Clients in Pennsylvania, published by PBI.
WILLIAM C. HUSSEY II is a partner with White and Williams LLP,
in Philadelphia, where he focuses his practice on matters of federal, state,
local and international taxation. As part of a multidisciplinary team, he counsels
clients in structuring their business and investment affairs in a tax-efficient
manner, from the selection, formation and operation of business entities,
to the disposition of those entities. Mr. Hussey provides guidance
on the ongoing tax obligations and opportunities available to clients
in all manners of their domestic and international operations. He also is very
familiar with the design and operation of qualified and non-qualified employee
benefit and retirement plans that assist businesses in retaining and rewarding
their employees and executives. Mr. Hussey regularly assists members
of the business/corporate group in structuring taxable and non-taxable
acquisitions, mergers and divestitures to maximize the economic potential
to clients in those transactions. He also assists clients in resolving tax
controversies that may arise at the federal, state and local levels. Another focus
of Mr. Hussey's practice is counseling individual clients on all phases of estate
and wealth transfer planning. He concentrates his estate planning practice
on business succession, wealth transfer and asset protection planning
for high net worth individuals, including business owners, executive employees,
medical professionals and their families. Mr. Hussey also advises non-profit
clients on issues regarding the qualification and maintenance of tax-exempt
status. In particular, he is actively engaged with members of the firm's
education law group in advising institutions of higher education in designing
employee compensation and other programs that comply with state
and federal laws. Mr. Hussey has lectured frequently on estate planning topics
and publishes articles regularly in the tax and estate planning areas.
He is a member of the American Bar Association (Taxation Section,
Real Property and Probate and Trust Law Section), Estate Planning Council
of Lehigh Valley, Philadelphia Bar Association (Tax Section and Probate Section)
and Philadelphia Estate Planning Council. Mr. Hussey earned his B.S. degree
from the University of Pennsylvania Wharton School of Business;
his MBA degree, cum laude, and his LL.M. degree from Temple University;
and his J.D. degree from Temple University Beasley School of Law.
KENNETH H. RYESKY is a sole practitioner in East Northport, New York,
where he concentrates his practice in the areas of taxation, estate planning
and business law. Prior to going into the private practice of law, he served
as an attorney for the Internal Revenue Service, Manhattan District.
Mr. Ryesky teaches business law and taxation courses at Queens College
of the City University of New York. He has written several articles on taxation,
and has testified at IRS regulatory hearings. Mr. Ryesky is admitted to practice
law in New York, New Jersey and Pennsylvania, and before the U.S. Supreme Court.
He earned his B.B.A. and J.D. degrees from Temple University, his M.B.A. degree
from La Salle University, and his M.L.S. degree from Queens College CUNY.
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