Understanding Nonprofit Governance to Avoid Client Liability
This program will provide a strong understanding of nonprofit governance and the importance of ensuring that your clients understand their personal liability exposure when serving on nonprofit boards of directors, and how to minimize that exposure through good governance. Nonprofit corporations are subject to the authority structure established by the Corporations Code but many board members and directors are not fully informed about how corporate governance really works. This workshop will explore the documentary authorities, positional authorities, and governmental authorities with which every nonprofit corporation must comply. Failure to do so can lead to personal liability exposure from the IRS, California Attorney General, donors, members, programs recipients and others, resulting in both personal fines, penalties, and civil judgments. Whether you sit on a nonprofit board or you have clients who do, this workshop will be filled with understanding that will be valuable for you.
*All registrations are assumed to be remote unless otherwise stated. To reserve your seat for the in-person option, please contact Ann Horn at Ann@SonomaCountyBar.org or (707) 542-1190 ext. 100 to transfer your remote registration to in-person.
For the comfort of our guests, a limited number of in-person seats are available. If you wish to attend in-person, we suggest notifying our office at your earliest convenience to reserve your seat. Walk-ins will be admitted as space allows. In-person registrations expire at the start of the presentation. We do ask that you arrive promptly; otherwise your reserved seat may be given to a walk-in attendee. In-person reservations are non-refundable unless cancelled prior to 3 pm one business day prior to the presentation.
Casner & Edwards, LLP
Sharon C. Lincoln advises nonprofit entities on the wide range of issues related to their tax-exempt status, including formation, funding, governance, executive compensation (including deferred compensation), regulatory compliance, restructuring, international grant making, lobbying, unrelated business income, tax opinions, and mergers & acquisitions.
In addition, she assists clients in regulatory matters directly involving the Internal Revenue Service, the MA and the CA Attorney General, the Massachusetts Department of Revenue, and the California Franchise Tax Board, including audits, appeals and ruling requests.
Sharon also assists clients with planning and structuring new social ventures. To that end, she keeps track of developments that affect social entrepreneurs, including guidance regarding benefit corporations and other "hybrid" entities.
Prior to joining Casner & Edwards, Sharon was the Chair of Foley Hoag LLP's Nonprofit/Social Venture Practice group in Boston.
· Tax Court
· JD, cum laude, Harvard Law School
· BA, summa cum laude, Dartmouth College (Member of Phi Beta Kappa)
Daryl Reese Law PC
Daryl is a business law and nonprofit attorney serving clients throughout the State of California. His clients range from small startup entities to multi-million-dollar corporations and charitable foundations. His undergraduate degree is in the field of special education and his career has maintained the thread of helping and serving other people.
Prior to becoming an attorney, Daryl spent 20 years as a high-level executive in the nonprofit sector and has a unique and keen understanding of the objectives, challenges, and benefits of the nonprofit world. During his tenure in his nonprofit career, he earned a Master of Business Administration degree from the W.P. Carey School of Business which helped enhance his work of managing multimillion-dollar operations with all of the business-related components of doing so. He has firsthand knowledge and expertise in governance, management, fundraising, finance and accounting, operations, programs, and employment matters.
Daryl earned his law degree and a Master of Legal Studies degree from Empire College School of Law in Santa Rosa, California. He graduated among the top in his class and participated in the school’s competitive moot court team, winning a third-place medal in a statewide competition among the most prestigious law schools in California.
He has served on numerous boards of directors and advisory councils, and in the nonprofit sector, he worked at the executive level in the food bank industry, youth mentoring programs, and faith-based programs. In his legal work, he has practiced civil litigation, estate planning, business law, and nonprofit law. He uses his experience, education, and expertise to focus on transactional business and nonprofit legal work and represents clients in civil business and nonprofit litigation matters when his expertise intersects with those matters.