Statutory Supplement to Corporations or Nonprofit Organizations Law and Policy

Statutory Supplement to Corporations: Including Partnerships and Limited Liability Companies

Author: Robert W Hamilton

The Fifth Edition has retained many cases from the previous edition, particularly those that teach well. Recent cases have not been substituted for older ones simply because they are newer. A number of changes, however, have been made to reflect new developments. These changes include the approval by NCCUSL of the Uniform Partnership Act (1993); the development and growth of Limited Liability Companies and Limited Liability Partnerships; developments in the area of piercing the corporate veil: tort liability, reverse piercing, and further amendments to the Texas statute; the SEC's so-called Small Business initiative; the American Law Institute's Corporate Governance Project and developments in the law of close corporations.

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Nonprofit Organizations Law and Policy (American Casebook Series)

Author: Marilyn E Phelan

The casebook, Nonprofit Organizations–Law and Policy, by Marilyn Phelan and Robert Desiderio, is a comprehensive coverage of the laws relating to the nonprofit sector. It describes the possible organizational structures for nonprofit organizations, sets out the rules and procedures to organize and operate a nonprofit organization, discusses the fiduciary obligations of directors and trustees as well as the penalty taxes for failure to follow certain Federal standards of care, and covers all the Federal tax laws relating to the obtaining and maintaining of tax exempt status for nonprofit organizations as well as the taxation of nonprofit organizations. Chapters are devoted to an explanation of the tax laws that determine public charity versus private foundation status for charitable organizations and the laws applicable to charitable giving, including the regulation of charitable solicitations and application of the cy pres doctrine. The casebook includes chapters on the general and specialized laws applicable to several diverse types of nonprofits, such as charitable organizations generally, but also churches and other religious organizations, schools, hospitals, social clubs, trade and professional organizations, political organizations, and homeowners' associations. These chapters address First Amendment constraints applicable to religious organizations, freedom of association, antitrust laws applicable to nonprofit organizations, and problems relating to dissolving nonprofit organizations, including a discussion of legal issues relating to the conversion of nonprofit hospitals to for-profit entities. The casebook will provide law students the expertise needed to represent thegrowing number of nonprofit organizations.

Table of Contents:

Preface

Table of Cases

Chapter

Overview of the Nonprofit Sector

Nature of a Nonprofit Organization

Organizational Structure of a Nonprofit Organization

Trust

Association

Nonprofit Corporation

Nongovernmental Organization (NGO)

Foreign Nonprofit Organizations and Philanthropy Abroad

Synopsis of French Law on Non–Profit Organizations

Synopsis of Italian Law on Nonprofit Organizations

The Nonprofit Corporation

Nature of a Nonprofit Corporation

Creation of a Nonprofit Corporation

Articles of Incorporation

Bylaws

Authorization to Conduct Affairs in Another State

Obtaining Tax–Exempt Status

Directors

Management of a Nonprofit Corporation

Meetings of Directors

Removal of Directors

Members

Rights of Members

Meetings

Removal of Members

Members' Derivative Actions

Governance of a Nonprofit Organization

State Standards of Conduct

Fiduciary Obligations

Indemnification of Directors

Disposition of Assets upon Dissolution

Enforcement of Fiduciary Obligations

Volunteer Immunity from Liability

Federal Standards of Conduct

Self–Dealing

Excess Benefits Transactions

Charitable Organizations

Background

Section 501(c)(3) Elements

Organizational and Operational Tests

Social Welfare Organizations

Obtaining and Maintaining Tax Exempt Status

Obtaining Tax Exempt Status

Maintaining Tax Exempt Status

Commercial Activity

Private Benefit

Private Inurement

Excess Benefit Transaction

Action Organization

Public Policy

Public Charities

Requirements for Public Charity Status

Section 509(a) Organizations

Section 509(a)(1) Organizations

Section 509(a)(2) Organizations

Section 509(a)(3) Organizations

Section 509(a)(4) Organizations

Filing Requirements

Private Foundations

Private Operating Foundation

Excise Tax

Self–Dealing

Failure to Distribute Income

Excess Business Holdings

Jeopardizing Investments

Taxable Expenditures

Termination of Private Foundation Status

Fundraising

The Importance of Fundraising

Regulation of Charitable Solicitations

Charitable Contribution Deductions

Quid Pro Quo

Services

Timing

Unconditional Gift

Amount of Deduction

Appraisals of Donated Property

Substantiation

Deferred Giving

Cy Pres Doctrine

Unrelated Business Taxable Income

History of the Unrelated Business Income Tax

Pre–Revenue Act of 1950

The Revenue Act of 1950

The Regulations

Organizations to Which 'UBIT' Applies

Elements of the Unrelated Business Income Tax (UBIT)

Unrelated Trade or Business

Regularly Carried On

Substantially Related

Exceptions to "UBIT"

Modifications

Churches and Other Religious Organizations

Definition of a "Church"

Membership

Association Status

Liability of Members of a Religious Organization

Property Ownership

Incorporation of Religious Associations

Specialized Tax Issues Relating to Religious Organizations

Involvement in Political Activities

Tax Audits of Churches

Other Tax Issues

Schools

Role of Private Schools

Tax Exempt Status of Private Schools

Rights of Students

Suspension of Students

Privacy Rights

Hospitals

Organizational Structure

Reorganizations of Nonprofit Hospitals

Exemption from Property Taxes

Abandonment of Nonprofit Hospital Status

Conversion to For–Profit Status

Social Clubs

Nature of Social Clubs

Right of Association

Taxation of Social Clubs

Business Use of a Social Club

Fraternities and Sororities

Trade and Professional Organizations

Trade Association Status

Trade Shows

Political Activities

Antitrust Regulations

Membership in Trade Associations

Political Organizations

Regulation of Political Organizations

Taxation of Political Organizations

Separate Fund for Political Expenditures of Nonprofit Organizations

Political Activities of § 501(c)(3) Organizations

Registration Requirements for Tax Exempt Political Organizationsv Homeowners' Associations

Nature of Homeowners' Associations

Rights and Liabilities of Members

Index