Not-for-Profit Entities

Specific to these client needs, our attorneys review and prepare not-for-profit bylaws and governing documents that fit with the unique circumstances of individual charitable organizations, allowing these organizations to operate in an efficient manner and in compliance with the corporate formalities required for nonprofit corporations. We also prepare and counsel clients on nonprofit governance policies and compliance, and guide our clients on formation, Pennsylvania Bureau of Charitable Organization registration and other regulatory matters applicable to nonprofit entities. In addition, this group assists our clients with applying and qualifying for tax-exempt status under the Internal Revenue Code, and advising our clients regarding ongoing compliance to maintain their tax-exempt status with the IRS. Our attorneys understand the unique circumstances applicable to nonprofit entities and have represented and advised our nonprofit clients on a variety of matters, including business combinations and donative structuring.

The services we provide our nonprofit clients include:

• Formation of nonprofit corporations and preparation of governing documents and agreements for nonprofit corporations and unincorporated associations.
• Review, revise and update of existing bylaws/governing documents for nonprofit entities and unincorporated associations to current state-of-the-art and advice regarding the same.
• Counseling and advice regarding corporate governance matters impacting nonprofit entities and unincorporated associations, including interpretation and analysis regarding the Pennsylvania Nonprofit Corporation Law and related judicial decisions.
• Advice and assistance with the registration with state agencies in connection with solicitations of charitable donations, including the Pennsylvania Bureau of Charitable Organizations.
• Counseling and advice regarding matters unique to private foundations and donative strategies.
• Assistance with application to the Internal Revenue Service to qualify for tax-exempt status, including completion and filing of IRS Form 1023.
• Representation regarding, and preparation of transactional documents in connection with, acquisitions and divestitures of charitable assets and charitable entities.

Representative Matters

• Represented police charitable organization in the review and update of its bylaws, based on current operations.
• Prepared amended bylaws and new governance policies for museum specific to the museum’s operation and corporate structure.
• Represented seminary in the negotiation and successful sale of seminary property and counsel on related matters.
• Advised a private foundation on alternatives to the charitable giving structure and donative strategy.
• Represented a university in the negotiation and preparation of an agreement with an operator of a nursing home owned by the university.
• Represented the Board of Trustees of a local university in a review of real estate transactions.
• Represented a religious order affiliated with a university in a financing transaction.
• Represented a religious entity in connection with corporate governance matters.
• Represented school in the acquisition of substantially all of the assets of an affiliated charitable organization.

Representative Clients

• The Police Athletic League of Philadelphia
• The National Liberty Museum
• Marywood University
• St. Charles Borromeo Seminary
• Daniel Morgan Graduate School of National Security
• The Donner Foundation