Agenda for Primer, May 14, 2015:

 

8:30 -8:55 a.m.

Registration & Continental Breakfast

 

8:55 – 9:00 a.m.

Welcoming Remarks and Introduction of Primer Moderator

Cara Lawrence, Esq.

Heizer | Paul LLP

Denver, Colorado

 

9:00 - 9:50 a.m.

This session will begin with the mechanics of creating a nonprofit corporation in Colorado and then proceed to consider many of the different ways in which such corporations may be governed, including a discussion of the relative rights and responsibilities of members, directors, and officers.  This session will also touch on important areas of compliance with the Colorado Revised Nonprofit Corporation Act.

 

Presented by:

Hugh Jones, Esq.

Charity Counsel

Colorado Springs, Colorado

 

9:50  - 10:40 a.m.

This session will provide a basic introduction to the tax law applicable to organizations described in Section 501(c) of the Internal Revenue Code. It will begin with an overview of the different categories of tax-exempt organizations, including social welfare organizations, trade associations, and social clubs, and will then focus on the requirements for qualifying and operating as a Section 501(c)(3) organization. In that regard, this presentation will explore the types of activities that can be considered to fall within the scope of Section 501(c)(3), including charitable, educational and scientific activities; the relationship between its public benefit requirement and private inurement prohibition; and its restrictions on lobbying and political campaign involvement. It also will touch on the differences between public charities and private foundations, and differences between Section 501(c)(3) organizations and other Section 501(c) organizations with respect to activities like lobbying.

 

Presented by:

Becky Farr Seidel, Esq.

Leaffer Law Group LLC

Boulder, Colorado

 

10:40  - 10:55 a.m.

Break

 

10:55  - 11:45 a.m.

Tax-exempt organizations deal with a number of operational issues. Some of these issues are similar to those dealt with by for-profit organizations. Other issues are unique to tax-exempt organizations. This session will discuss a few of such operational issues, including the annual return (Form 990) filing requirements and automatic revocation of exemption for failure to file, basic board governance issues, and charitable solicitation registration rules. An understanding of these topics will be important for a variety of tax-exempt organizations, including charities.

 

Presented by:

John R. Valentine, Esq.

Davis Graham & Stubbs LLP

Denver, Colorado

 

11:45 a.m. - 12:35 p.m.

Tax-exempt organizations are subject to tax on income from activities that are unrelated to their exempt purposes.  This can include income from fundraising activities that the tax-exempt organization conducts regularly to further its exempt activities.  This session will explore the taxation of unrelated business taxable income, with a special emphasis on how to recognize which activities may generate taxable income and strategies for avoiding or minimizing it.

 

Presented by:

Samantha White, Esq.

Baker & Hostetler LLP

Denver,  Colorado

 

12:35 p.m.

Wrap-up:  Questions and Answers

 

Agenda for Institute, May 15, 2015:

 

8:30 a.m.

Registration & Continental Breakfast

 

8:55 a.m.

Welcoming Remarks and Introduction of Institute Moderator

John R. Valentine, Esq.

Davis Graham & Stubbs LLP

Denver, Colorado

 

9:00 – 9:50 a.m.

Amidst the noisy distraction of unrelenting congressional investigations into lost emails and its alleged targeting of conservative causes, the Internal Revenue Service achieved some progress during the 204-2015 year advancing the administration of exempt organizations tax laws. This session will cover the most significant of those developments, including the status of guidance on political campaign involvement, its reduction of the backlog of exemption determinations, and the issuance of important rulings that illustrate both established principles and emerging trends in this area. The presenter will also summarize recent case law and state tax law developments that affect exempt organizations.

 

Presented by:

Peter B. Nagel, Esq.

Peter B. Nagel, PC

Denver, Colorado

 

9:50 – 10:40 a.m.

This lecture will focus on the nature of a board's fiduciary duties through an examination of several interesting and recent breach of fiduciary duty cases in the for-profit world.  We will cover some recent high-profile and hot topic cases, including derivative actions regarding product safety recalls, cyber security and conflict-of-interest transactions.  Applying these examples, the lecture will focus on the nature of the fiduciary duty and measures directors can take to demonstrate satisfaction of their duties.

 

Presented by:

Monica Loseman, Esq.

Gibson Dunn & Crutcher LLP

Denver, CO

 

10:40 – 10:55 a.m.

Networking Break

 

10:55 – 11:45 a.m.

Social welfare organizations, unions, and trade and professional associations (or as the IRS prefers, "business leagues") continue to play a major role in the tax exempt landscape.   While a number of issues are constants (contracts, governance, tax), there is increased attention by government, media and members on the activities of these entities. This presentation will cover the basics about these § 501(c) organizations as well as current "hot topics" such as political activities and the flow of "dark money" into politics; affiliated 501(c)(3) organizations; board/member disputes; and national/chapter relationships. It will also cover certain issues unique to business leagues such as antitrust and certification programs.

 

Presented by:

Cara Lawrence, Esq.

Heizer | Paul LLP

Denver, Colorado

 

11:45 a.m.

Questions and Answers

 

12:00 p.m. – 1:15 p.m. Keynote Luncheon Presentation

(Box lunch provided. Lunch presentation 12:25 – 1:15)

 

This presentation will provide an inside perspective on why and how athletes dope, why they do or don’t get caught, and why the rest of us should care.  It will touch on some of the high-profile doping cases, including Lance Armstrong, Marion Jones, Floyd Landis, and Tyler Hamilton.  It will also provide insights into how anti-doping testing and laboratory analysis works, as well as the recent trend involving proving doping without a positive test.

 

Presented by:

Richard R. Young, Esq.

Bryan Cave LLP

Colorado Springs, CO

 

1:15 – 2:15 p.m. - LIGHTNING ROUNDS

This presentation will discuss the difficult, but necessary, topic of discipline and termination of employees. Nonprofit organizations are not immune from lawsuits by former employees, and the best way to protect the organization, its mission and its resources is to carry out personnel actions and/or terminations in accordance with federal and state law. This brief discussion will discuss best practices for addressing performance issues, considerations and potential strategies for terminations, and key laws that impact every employee's termination, even in an at-will state.

 

Presented by:

Michelle B. Ferguson, Esq.

Ireland Stapleton Pryor & Pascoe PC

Denver, CO

 

Update from the Secretary of State's Office covering recent legislation, rulemaking, and office initiatives. The presentation will emphasize developments affecting nonprofits and outline a national project to create a single filing portal for charities that are required register in multiple states.

 

Presented by:

Chris Cash

Program Manager

Colorado Secretary of State's Office

Denver, CO

 

Recently the IRS introduced Form 1023-EZ as a streamlined alternative to the existing Form 1023, the application form required to apply for tax-exempt status with the IRS under Section 501(c)(3).  This discussion will focus on the requirements and restrictions associated with Form 1023-EZ as well as critical considerations that practitioners should understand to best advise their clients about the new Form.

 

Presented by:

Denise Hoffman

Hoffman Crews Nies Waggener & Foster LLP

Denver, CO

 

2:15 - 2:30 p.m.

Networking Break

 

2:30 – 3:20 p.m.

Tax-exempt 501(c)(3) bonds are issued by certain governmental units and the proceeds of such bonds are loaned to qualifying 501(c)(3) nonprofit organizations. Tax-exempt 501(c)(3) bond proceeds may be used by 501(c)(3) nonprofit organizations to finance a variety of capital improvements (for example, land, buildings, machinery and equipment). The principal advantages of tax-exempt 501(c)(3) bond financing are lower interest rates, access to more segments of the capital markets, favorable terms and the attractiveness of such debt to lenders and investors.  Tax-exempt 501(c)(3) bond financing may permit a 501(c)(3) nonprofit organization to build its projects sooner at a lower cost, expand the scope of its projects or direct its fundraising to other purposes.  This session will provide a brief explanation and overview of tax-exempt bond financing for 501(c)(3) nonprofit organizations under Section 145 of the Internal Revenue Code of 1986, as amended. The topics to be covered will be (i) determining whether tax-exempt 501(c)(3) bond financing will be available in particular cases, (ii) how transactions are structured and proceed, (iii) what advantages exist and (iv) what limitations are imposed.

 

Presented by:

Frederic H. Marienthal, Esq., III

Kutak Rock

Denver, Colorado

 

3:20 – 4:10 p.m.

Many nonprofit organizations benefit from the vital services, fresh insights, enthusiasm and energy that volunteers can offer, but the use of volunteers can result in unforeseen legal complications. This session will cover legal issues unique to the use of volunteers, including liability concerns and the federal Volunteer Protection Act of 1997, background checks for volunteers, and the question of when a person crosses the line from being a volunteer to being an employee.

 

Presented by:

Susan Campbell, Esq.

Bryan Cave LLP

Colorado Springs, Colorado

 

4:10 p.m.

Questions and Answers – Panel

 

4:25 p.m.

Adjourn

CLECI Large Classroom
1900 Grant Street, Suite 300
Denver, CO 80203