Good Counsel

Preface xi
Acknowledgments xvii
Introduction xix
Who Should Use This Book xx
Features of the Book xxi
How This Book Is Set Up xxii
Preliminary Observations xxiv
Illustrative Cases xxvii
Part I An Overview of Nonprofits' Legal Needs
Chapter 1 What Good Counsel Can Do for Nonprofits 3
What Legal Needs Do Nonprofits Have in Common? 4
Beyond Laws about Nonprofits: Complying with Business Laws, Too 11
First Stop for Legal Advice: CYA (Consult Your Attorney) 12
In Sum/Coming Up Next 14
Chapter 2 Nonprofit Legal Basics: Corporate Law and the Requirements of the Tax Exemption 19
The Benefi ts of Incorporating 19
Getting Organized as a Nonprofit Corporation 22
Following Good Corporate Law Practices 24
Obtaining Recognition of Tax-Exempt Status 28
Maintaining Tax-Exempt Status 31
Meeting Additional IRS Expectations 34
Chapter 3 Good Counsel about Corporate Governance 47
What Does the Board Do? 47
Advocacy and Independent Judgment: Counsel in Relation to the Chief Executive 58
When Governance Fails: Learning by Negative Example 59
Part II A Grand Tour of Nonprofits' Business Law Needs
Chapter 4 Contracts and Intellectual Property: Laws that Matter to Program Staff 67
Understanding the Organization's Program 67
Contracts: At the Heart of the Program's Legal Arrangements 68
What Is Intellectual Property (and What Does It Have to Do with Nonprofits?) 81
Copyright Law for Nonprofits: An Introduction 82
Chapter 5 Counseling the Rainmakers: Legal Aspects of Raising Money 93
A Lawyer's Introduction to Fundraising 94
Laws That Matter to Fundraisers 99
Other Places Where Legal Meets Fundraising 112
Better Fundraising Through Good Governance and Compliance 117
Chapter 6 Laws That Matter to the Finance Department (or Not-for-Profit, but Not-for-Loss Either) 123
Understand the Big Financial Picture 124
A Year in the Life 132
Other Places Where Legal and Finance Meet 135
Chapter 7 Getting Personnel: Human Resources Law for Nonprofits 155
Human Dynamics, Nonprofi ts, and the Law 157
Key Legal Elements of Employment Relationships 159
Other Laws that Matter to Nonprofi t Human Resources Professionals 169
Chapter 8 Getting the Word Out, Legally: Counseling the Nonprofit Communications Team 185
Introduction to the Legal Aspects of Nonprofi t Communications 185
What Nonprofi t Marketing Directors Should Know about Trademark Law 186
Clearing Rights to Use the Protected Works of Others 199
Consumer Regulatory Laws 211
Getting the Word Out, Digitally 214
Other Places Where Legal Meets Communications 217
Chapter 9 Legal Meets Operations, Facilities Management, and Security 223
Laws That Matter to Operations 225
About Leases 233
Risk Management and the Chief Operating Officer 240
Chapter 10 Political Activities and Governmental Lobbying 243
Thou Shalt Not Politick 243
Lobbying: Advocacy with Limits 247
Recordkeeping, Registration, and Financial Disclosure 250
What Isn't Lobbying? 251
Part III For Good Counsel Only
Chapter 11 Taking Charge of the Legal Function 257
Catalogue and Prioritize Legal Needs 258
The Softer Skills of Good Counsel 265
Chapter 12 Finding Your Dream Job as In-House Counsel at a Nonprofit 271
Where to Begin Searching for an In-House Job at a Nonprofit 271
How to Position Yourself to Win an In-House Job in a Nonprofit 272
Don't Believe the Myths 282
Chapter 13 Mobilizing Other Legal Forces for the Good 287
Paid and Pro Bono Representations 288
A Broad-Gauge Role for the Legal Profession in the Nonprofit Sector 294
Notes 297
Index 311