EO Radio Show

Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is episode 117 of EO Radio Show. This episode is a "refresh" of episode 32, recorded in March 2023. It covers the Internal Revenue Code sections pertinent to business transactions between a nonprofit and its insiders, such as directors, executives, substantial contributors, and entities controlled by them. In the original episode, I also covered a general overview of California laws and reporting requirements that apply when such insider transactions occur.

This episode aims to give the listener a solid understanding of what constitutes a problematic insider transaction at a public charity or private foundation. We want listeners to understand the rules that apply to insider financial transactions so that nonprofit directors, trustees, and executives can carefully assess whether a proposed transaction is permissible before it happens and understand the penalties and other adverse consequences to the charitable organizations and their managers and insiders if the transaction is not allowed under the applicable laws.

Resources:

IRS Resources on Rebuttable Presumption for Compensation

IRS Form 4720 and Instructions

California Form RRF-1 and Instructions

EO Radio Show EP 34: Nonprofit Basics: Best Practices for Approving Insider Compensation Decisions

EO Radio Show EP: 33: Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation

EO Radio Show EP. 22: Loot and Private Foundation Rules - Part 2

EO Radio Show EP. 21: Loot and Private Foundation Rules – Part 1

EO Radio Show EP. 5: Nonprofit Basics: Navigating the Complex Rules That Describe A Public Charity

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show – Your Nonprofit Legal Resource. I'm Cynthia Rowland, and this is episode 116 of EO Radio Show. This episode is a "refresh" of episode 37, first released in April 2023. This year, 2025, we've seen the usual strong interest in starting new charities at the beginning of the year. Given the new environment at the IRS, however, it is now more important than ever to be sure that all the preliminary work needed to set up a tax-exempt charity is in place. This episode is especially useful for founders who need a primer on essential tasks and decisions to keep in mind when starting a new nonprofit.

Show Notes:

EO Radio Show Episode 1: Nonprofit Basics: Overview of Nonprofit Charitable Organization Types: Corporation, LLC, Trust, Association and Fiscal Sponsorship

EO Radio Show EP #2: Nonprofit Basics: Designators, Members, Directors, Officers: The Who's Who of Nonprofit Governance

EO Radio Show #3: Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation

EO Radio Show EP #5:Nonprofit Basics: Navigating the Complex Rules That Describe A Public Charity

EO Radio Show EP #10: Nonprofit Basics: Setting up a New Charity for Disaster Relief

EO Radio Show EP #32: Nonprofit Basics: Insider Transactions and Nonprofits – What's the Big Deal?

EO Radio Show EP #33: Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and EO Radio Show episode 115 is the 19th in a series of quick tip episodes focusing on the details of state registration of nonprofit corporations. With the help of Joe Hilliard, we will look at the basic state filing requirements for nonprofit corporations operating in South Dakota and North Dakota.

In previous episodes, we talked about filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Other episodes have focused on the state filings in Nevada and Arizona, Washington State and Oregon, Alaska and Hawaii, New York and New Jersey, Massachusetts, Connecticut, Maine and Vermont, Rhode Island, New Hampshire, Florida and Louisiana, North and South Carolina, Kentucky, Tennessee, Oklahoma, Texas, New Mexico and Utah, Colorado, Wyoming, Washington, DC, Michigan, Ohio, Illinois and Indiana, and last month, Wisconsin and Minnesota.

You can find all the prior episodes on our website or the Farella YouTube channel, where there is a playlist just for state filing requirements. We'll work our way through the rest of the states in future episodes.

Show Notes:

Farella YouTube podcast channel

South Dakota:

South Dakota Secretary of State Business Services Home Page: https://sosenterprise.sd.gov/BusinessServices/Default.aspx

South Dakota Current Entity Search: https://sosenterprise.sd.gov/BusinessServices/Business/FilingSearch.aspx

South Dakota Business Entity FAQ: https://sdsos.gov/business-services/corporations/contact.aspx

South Dakota Nonprofit Corporations Forms Index and Instructions: https://sdsos.gov/business-services/corporations/corporate-forms/nonprofit-corporations.aspx

South Dakota Domestic Nonprofit Articles: https://sdsos.gov/docs/business/nonprofitarticlesofincorporation20180215.pdf

South Dakota Non-Stock Application for Certificate of Authority Foreign Nonprofit Corporation Form: https://sdsos.gov/docs/business/nonprofitforeigncertificateofauthority20180215.pdf

South Dakota Fees (note this still says of 2016 on their website: https://sdsos.gov/general-information/filing-fees.aspx

South Dakota Domestic Nonprofit Annual Report Form: https://sdsos.gov/docs/business/nonprofitdomesticannualreport20240701.pdf

South Dakota Foreign Nonprofit Annual Report Form: https://sdsos.gov/docs/business/nonprofitforeignannualreport20240701.pdf

South Dakota Consumer Protection Office of the Attorney General Charity FAQ: https://consumer.sd.gov/fastfacts/charity.aspx

South Dakota Department of Revenue Exempt Entities FAQ: https://dor.sd.gov/media/sgxnhnhl/exemptentities.pdf

North Dakota:

North Dakota Secretary of State Business and Charitable Organizations Home Page: https://firststop.sos.nd.gov/

North Dakota Secretary of State current entity database: https://firststop.sos.nd.gov/search/business

North Dakota Forms Page: https://firststop.sos.nd.gov/forms/business

North Dakota Secretary of State Nonprofit Services FAQ: https://www.sos.nd.gov/business/nonprofit-services

North Dakota Secretary of State Nonprofit Organizations Guide: https://www.sos.nd.gov/sites/www/files/documents/business/nonprofit-guide.pdf

North Dakota Nonprofit FAQ: https://www.sos.nd.gov/business/nonprofit-services/register-nonprofit/north-dakota-nonprofit

North Dakota Out of State Nonprofit registration FAQ: https://www.sos.nd.gov/business/nonprofit-services/register-nonprofit/out-state-nonprofit

North Dakota Maintaining a Nonprofit FAQ: https://www.sos.nd.gov/business/nonprofit-services/maintain-nonprofit

North Dakota Office of State Tax Commission Sales Tax FAQ: https://www.tax.nd.gov/sites/www/files/documents/guidelines/business/sales-use/guideline-exempt-organizations.pdf

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and in today's episode, I'm happy to report on the recent promotion by the IRS of a free 10-course workshop on basic topics for individuals interested in learning about tax-exempt organizations described in Internal Revenue Code Section 501(c)(3).

The online training covers many basic federal income tax rules applicable to charitable organizations. The show notes include a link to the IRS workshops. I'll summarize what the workshops cover and point listeners to additional episodes of the EO Radio Show podcast that cover similar essential basic topics under state laws.

Show Notes:

IRS Small to Mid-Size Tax Exempt Organization Workshop

Nonprofit Basics playlist

Nonprofit Risk Management playlist

Nonprofit Governance playlist

Nonprofit State Filings playlist

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show - Your Nonprofit Legal Resource. In today's episode, Cynthia Rowland talks with Farella employment lawyer Benjamin Buchwalter about a hot topic for nonprofits with employees: the surge in return to office mandates. Ben specializes in working with employers to manage and mitigate employment law risks to achieve their goals. He has deep experience defending companies in single plaintiff and class and representative action lawsuits related to discrimination, retaliation, harassment, leaves of absence, wage and hour compliance, and requests for accommodations. Through his experience defending companies of all types and sizes in litigation and as an in-house employment attorney, Ben always strives to understand what is most important to his clients in order to reach the best company-tailored resolution of disputes.

Show Notes:

Benjamin R. Buchwalter Bio

Farella 2025 Employment Law Symposium Recordings and Articles

EO Radio Show #74: Employment Law Update for Nonprofits With Holly Sutton

EO Radio Show #28: California's New Pay Transparency Law

California's Estrada Decision and Impact on Employers and PAGA Claims

Navigating California's New Rebuttable Presumption Law

Navigating California's Workplace Violence Prevention Law

SB 699 and AB 1076: California Enacts Further Prohibitions on Noncompete Agreements

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 112 of EO Radio Show is a "refresh" of episode 54, "Nonprofit Tenants and Lease Agreements: Best Practices and Pitfalls to Avoid." In this episode, first published on September 18, 2023, I talked with Farella partner Quinn Arntsen about leasing issues.

Last week, we dropped a "refresh" of part one of my conversation with Quinn, discussing term sheets. This episode takes a deeper dive into the lease agreement itself, covering the boilerplate provisions and why they matter to the nonprofit tenant.

Show Notes:

Farella YouTube podcast channel

Quinn Arntsen bio

EO Radio Show EP #53: Real Estate Leasing Tips for Nonprofits

EO Radio Show EP #32: Nonprofit Basics: Insider Transactions and Nonprofits – What's the Big Deal?

EO Radio Show EP #33: Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation

EO Radio Show EP #34: Nonprofit Basics: Best Practices for Approving Insider Compensation Decisions

Webinar: What Nonprofits Need to Know About Landlord-Tenants Relationships and Insurance

Nonprofit Education Series YouTube playlist

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 111 of EO Radio Show is a "refresh" of our episode 53, "Real Estate Leasing Tips for Nonprofits," first dropped on September 11, 2023. In this episode, I talk with Farella partner Quinn Arntsen about leasing issues for nonprofit tenants. Leasing real property is a big commitment. And for nonprofit executives that haven't been through the process a few times, it can be daunting, especially for a long-term lease commitment. Quinn walked us through the basic issues and the components of a term sheet for the major items that need to be considered by the nonprofit when beginning lease negotiations.

Show Notes:

Farella YouTube podcast channel

Quinn Arntsen bio

Nonprofit Education Series YouTube playlist

Webinar: What Nonprofits Need to Know About Landlord-Tenants Relationships and Insurance

EO Radio Show EP #32: Nonprofit Basics: Insider Transactions and Nonprofits – What's the Big Deal?

EO Radio Show EP #33: Nonprofit Basics: Conflict of Interest Policies and Best Practices for Approving Insider Compensation

EO Radio Show EP #34: Nonprofit Basics: Best Practices for Approving Insider Compensation Decisions

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and EO Radio Show episode 110 is the 18th in a series of quick tip episodes focusing on the details of state registration of nonprofit corporations. With the help of Joe Hilliard today, we will look at basic state filing requirements for nonprofit corporations operating in Wisconsin and Minnesota.

In our first state filings episode, we talked about filing in Delaware and California, which are the most frequently used by our clients, most of whom have a connection with California. Other episodes have focused on the state filings in Nevada and Arizona, Washington State and Oregon, Alaska and Hawaii, New York and New Jersey, Massachusetts and Connecticut, Maine and Vermont, Rhode Island and New Hampshire, Florida and Louisiana, North Carolina and South Carolina, Kentucky and Tennessee, Oklahoma and Texas, New Mexico and Utah, Colorado and Wyoming, Washington, D.C., Michigan and Ohio, and last month Illinois and Indiana.

You can find all the prior episodes on our website or the Farella YouTube channel, where there is a playlist just for state filing requirements. We'll work our way through the rest of the states in future episodes.

Show Notes:

Farella YouTube podcast channel

Resources for Wisconsin:

Wisconsin Department of Financial Services Home Page: https://dfi.wi.gov/Pages/Home.aspx

Wisconsin Current Entity Search: https://apps.dfi.wi.gov/apps/corpSearch/Search.aspx

Wisconsin Business Entity FAQ: https://dfi.wi.gov/Pages/BusinessServices/BusinessEntities/FAQ.aspx

Wisconsin Forms Index: https://dfi.wi.gov/Pages/BusinessServices/BusinessEntities/Forms.aspx

Wisconsin Fees: https://dfi.wi.gov/Pages/BusinessServices/BusinessEntities/Fees.aspx

Wisconsin Nonstock Articles of Incorporation Form and Instructions: hhttps://dfi.wi.gov/Documents/BusinessServices/BusinessEntities/Forms/CORP102.pdf

Wisconsin Nonstick Articles FAQ: https://dfi.wi.gov/Documents/BusinessServices/BusinessEntities/Forms/CORP102I.pdf

Wisconsin Application for Certificate of Authority Foreign Nonstock Corporation Form and Instructions: https://dfi.wi.gov/Documents/BusinessServices/BusinessEntities/Forms/CORP121.pdf

Wisconsin Nonstock Annual Report Form and Instructions: https://dfi.wi.gov/Documents/BusinessServices/BusinessEntities/Forms/CORP5.pdf

Wisconsin Nonstock Annual Report FAQ: https://dfi.wi.gov/Documents/BusinessServices/BusinessEntities/Forms/CORP5i.pdf

Wisconsin Department of Financial Institutions Charitable Organization FAQ: https://dfi.wi.gov/Pages/BusinessServices/CharitableProfessionalOrganizations/CharitableOrganizationsFAQ.aspx

Wisconsin Department of Financial Institutions Charitable & Professional Organization Forms: https://dfi.wi.gov/Pages/BusinessServices/CharitableProfessionalOrganizations/Forms.aspx

Wisconsin Department of Revenue Nonprofit Certificate of Exemption FAQ: https://www.revenue.wi.gov/Pages/FAQS/pcs-n-profit.aspx

Marquette University How to Form Wisconsin Nonprofit: https://libguides.marquette.edu/c.php?g=36702&p=233188

Resources for Minnesota:

Minnesota Secretary of State Business Home Page: https://www.sos.state.mn.us/business-liens

Minnesota Secretary of State current entity database: https://mblsportal.sos.state.mn.us/Business/Search

Minnesota Secretary of State Fee Schedule: https://www.sos.state.mn.us/business-liens/start-a-business/business-filing-certification-fee-schedule/

Minnesota Secretary of State Domestic Non-Profit Forms Page: https://www.sos.state.mn.us/business-liens/business-forms-fees/minnesota-non-profit-corporation-forms/

Minnesota Foreign Corporation Forms Page: https://www.sos.state.mn.us/business-liens/business-forms-fees/foreign-corporation-nonprofit-or-cooperative-forms/

Minnesota Nonprofit Articles of Incorporation: https://www.sos.state.mn.us/media/1829/nonprofitarticlesofincorporation.pdf

Minnesota Council of Nonprofits template Articles of Incorporation: https://minnesotanonprofits.org/wp-content/uploads/2024/05/sample-articles-of-incorporation.pdf

Minnesota Nonprofit Annual Report Form: https://www.sos.state.mn.us/media/1534/nonprofitrenewal.pdf

Minnesota Foreign Certificate of Authority Form: https://www.sos.state.mn.us/media/1559/foreigncorpregistration.pdf

Minnesota Foreign Annual Report: https://www.sos.state.mn.us/media/1560/foreigncorprenewal.pdf

Minnesota Attorney General Charities Home Page: https://www.ag.state.mn.us/charity/

Minnesota Attorney General Charitable Organization Initial Registration Form: https://www.ag.state.mn.us/charity/Forms/C1_InitialRegistration.pdf

Minnesota Department of Revenue Nonprofit Sales Tax Exemption Form: https://www.revenue.state.mn.us/sites/default/files/2023-06/st16.pdf

Minnesota Council of Nonprofits Forms Fees & Publications FAQ: https://minnesotanonprofits.org/resources-tools/starting-a-nonprofit/forms-fees-publications

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 109 is the third in a series of technical episodes describing the basic principles of the tax on unrelated business income generated by organizations described in Internal Revenue Code Section 501(c)(3). That includes public charities and private foundations. Most listeners are probably aware that 501(c)(3) organizations are generally exempt from income tax, but this does not mean that all income generated by the organization is free of income tax. For most organizations, unrelated business income is defined as income from a trade or business regularly carried on that is not substantially related to the charitable, educational, or other purpose that is the basis for the charity's exemption.

In episode 107, I reviewed these defined terms.

In episode 108, I explored the modifications to unrelated business taxable income that provide exceptions to income items that would otherwise fall into these definitions that are taxable but instead are categorically excluded because, generally, they constitute passive income.

In this last episode in the series, I'll cover the exception to the exceptions for income that is debt-financed and thus generally taxable.

Show Notes:

IRS Publication 598

IRS form 990-T

IRS Discussion of Qualified Sponsorship Payments

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.

Welcome to EO Radio Show - Your Nonprofit Legal Resource. I'm Cynthia Rowland, and episode 108 is the second in a series of technical episodes describing the basic principles of the tax on unrelated business income generated by organizations described in Internal Revenue Code Section 501(c)(3). Most listeners are probably aware that 501(c)(3) organizations are generally exempt from income tax. This does not mean that all income generated by the organization is tax-free. For most organizations, unrelated business income is defined as income from a trade or business, regularly carried on, that is not substantially related to the charitable, educational, or other exempt purpose that is the basis of the organization's tax exemption.

In episode 107, I reviewed these defined terms and provided several good examples. In this episode, I'll explore the modifications to unrelated business taxable income that provide exceptions to income items that would otherwise fall into these definitions that are taxable but instead are categorically excluded because, generally, they constitute passive income. In the third episode of the series, I'll cover the exception to the exceptions for income that is debt-financed and thus generally is taxable income.

Show Notes:

IRS Publication 598

IRS form 990-T

IRS Discussion of Qualified Sponsorship Payments

If you have suggestions for topics you would like us to discuss, please email us at [email protected]. Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.