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Practices at Kelly Hart Hallman

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Nonprofit Organizations

Private Foundations and Charitable Trusts

Our attorneys within the Nonprofit Organizations practice group have extensive experience in the formation, operation and financing of private foundations and charitable trusts. We advise private foundations and charitable trusts and their governing bodies on governance and tax issues as well as grant matters. In Particular, we keep our private foundation and charitable trust clients apprised and in compliance with the complex rules and regulations applicable to private foundations. Kelly Hart & Hallman represents dozens of private foundations and charitable trusts. We serve as general advisor and counselor to many.

Public Charities

We provide comprehensive legal services to our public charity clients. We offer advice concerning matters relating to their initial organization, including the preparation of documents in connection with their formation and the application for tax exemption that is submitted to the IRS. We further provide counsel relating to the ongoing operation of public charities. Our clients include museums, performing arts organizations, other arts and culture groups, religious institutions, conservation groups, hospitals and other healthcare providers, supporting organizations, schools and other educational organizations, and charitable entities. As with our private foundation clients, many of our public charity clients retain Kelly Hart & Hallman as general advisor and counsel.

Corporate Governance

We counsel our nonprofit organizations clients concerning corporate governance issues, such as the drafting, interpretation, and amendment of charter and bylaw provisions; resolutions; conflicts of interest; grantmaking; audit compliance; the preparation and negotiation of contracts and other agreements; the structure of compensation arrangements; and termination. We have experience in structuring mergers and acquisitions, guiding corporate reorganizations, forming for-profit subsidiaries and nonprofit supporting organizations, and structuring joint ventures between tax-exempt entities and between tax-exempt and taxable entities. Moreover, we provide tax analysis and opinions relating to the tax-exempt status of clients seeking tax-exempt financing.

Tax Compliance and Controversies

As part of our representation of nonprofit organizations, our attorneys counsel clients concerning obtaining and maintaining exemptions from federal income tax, state franchise tax, sales and use tax, and ad valorem tax. We assist in compliance with Internal Revenue Code provisions and IRS rulings, Treasury Regulations, judicial decisions, state tax statutes, and administrative regulations. Particularly, we advise private foundations concerning compliance with private foundation rules, nonprofit organizations concerning unrelated business income issues and lobbying and political activity issues, and public charities concerning planning to avoid private inurement/intermediate sanctions. We seek IRS rulings concerning the effect of proposed transactions or activities upon the tax-exempt status of a client. Our attorneys also represent clients in IRS audits and appeals regarding their tax-exempt status and other related issues.

Charitable Giving/Fundraising

We advise our nonprofit organizations clients concerning the creation and maintenance of planned giving policies and regarding fundraising efforts and programs. We also provide counsel on IRS gift acknowledgment requirements. We further work with prospective donees in planned giving transactions using vehicles such as charitable remainder unitrusts and annuity trusts, charitable lead trusts, and other strategies.

Other Code Section 501(c) Entities

In addition to counseling nonprofit organizations exempt from tax pursuant to Code Section 501(c)(3) in their initial organization and ongoing operations, we provide organizational and operational advice to nonprofit corporations that are exempt from tax pursuant to the other subsections of Code Section 501(c), including, but not limited to, Code Section 501(c)(2) title holding companies, Code Section 501(c)(4) social welfare organizations, Code Section 501(c)(5) labor organizations, Code Section 501(c)(6) trade associations, Code Section 501(c)(7) social clubs, and Code Section 501(c)(19) veterans organizations.

Governmental Entities

Often in connection with our attorneys who work in the field of public finance, we represent entities acting on behalf of, or instrumentalities of, political subdivisions, including local government corporations, housing finance corporations, local development corporations, and health facilities development corporations. We provide guidance to these entities concerning their creation and continued operation.

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