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Exempt Organizations

Shipman & Goodwin represents a large and diverse group of institutional, not-for-profit clients, including hospitals and other healthcare facilities and organizations, colleges and universities, secondary schools and other educational organizations, private foundations, social clubs, cemetery associations, trade associations, fraternal organizations and quasi-governmental entities. The firm has committed substantial resources over many years to establish a broad and comprehensive array of legal services designed to meet every need of this clientele. These services include:

  • Formation of tax-exempt and nonstock organizations in Connecticut, Massachusetts, Delaware and other jurisdictions
  • Securing federal, state and local recognition of tax-exempt status and resolution of private foundation/public charity status
  • Counseling on governance-related issues, including compliance with nonstock corporation laws, conflict of interest policies, director and officer liability and intermediate sanctions
  • Review business activities and potential affect on tax-exempt status and/or liability for the tax on unrelated business taxable income
  • Preparation and review of qualified and nonqualified pension plans, employee benefits and executive compensation
  • Structure and review joint ventures or affiliations with taxable and tax-exempt entities
  • Organization and review of charitable donation and planned giving programs, and compliance with federal and state laws regarding the solicitation of charitable contributions
  • Merger, reorganization and dissolution of exempt organizations
  • Management of endowment funds and investments, including compliance with the Uniform Prudent Management of Institutional Funds Act (UPMIFA)
  • Conversion of exempt organizations to for-profit status
  • Tax-exempt financing, including State of Connecticut Health and Educational Facilities bond issues
  • Litigation involving matters such as disputes over gift instruments, claims to enforce charitable pledges, and donor standing to challenge the institutional use of charitable funds
  • Technology issues, including protecting rights to, and liability for, confidential data

Uniform Prudent Management of Institutional Funds Act (UPMIFA)

The Uniform Prudent Management of Institutional Funds Act (UPMIFA) provides guidance and authority to charitable organizations concerning the management, investment and expenditure of funds held by those organizations and UPMIFA imposes additional duties on those who manage and invest charitable funds as well as on the Boards of non-profit organizations who authorize spending decisions. These duties provide additional protections for charities and also protect the interests of donors who want to see their contributions used wisely.

Shipman & Goodwin Partner Barry C. Hawkins has conducted educational programs about UPMIFA in more than 20 states and testified in the legislatures of many others. He has been quoted in The Wall Street Journal, New York Times, and several dozen regional newspapers and national journals on UPMIFA.

UPMIFA modernizes the rules governing expenditures from endowment funds, both to provide stricter guidelines on spending from endowment funds and to give institutions the ability to cope more easily with fluctuations in the value of the endowment by authorizing the substitution of prudent spending rules for the previously inflexible requirements for maintaining historical dollar value.

Finally, UPMIFA updates the provisions governing the release and modification of restrictions on charitable funds to permit more efficient management of these funds. These provisions derive from the approach taken in the Uniform Trust Code (UTC) for modifying charitable trusts. Like the UTC provisions, UPMIFA’s modification rules preserve the historic position of the attorneys general in most states as the overseers of charities.  To download a brief overview of UPMIFA, please click here.

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Click to read a brief review of UPMIFA

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