Synopses & Reviews
Good Counsel reveals:
What makes a nonprofit a nonprofit (hint: it has nothing to do with whether the organization makes a profit)
How good governance ties to mission and fundraising
How to protect the organization's name and monetize its original works ?
Potent phrases that can turn gift pledges into enforceable contracts
One thing NOT to say in a hire letter or employee handbook
How to find a coveted law job at a nonprofit
Good counsel: Meeting the Legal Needs of Nonprofits
"Triple kudos to Good Counsel, a treasure-trove for nonprofit executives, attorneys, and board members. It's everything they would want to know, embellished with real-lifestories, checklists, forms, and available resources."—Hon. Judith S. Kaye, Chief Judge Emerita, State of New York
"Lesley Rosenthal has composed a score for nonprofit leaders and their legal advisors. Lively, comprehensive, and easy to understand, Good Counsel speaks to the concerns of board members, administrators, legal practitioners, artists, and students."—Wynton Marsalis
"Good Counsel is a unique and inspiring contribution to nonprofit management. I am buying this book for my entire senior leadership team."—Erin S. Gore, Chief Financial Officer, University of California, Berkeley
"Lesley Rosenthal addresses a wide array of legal issues in a fun, easy-to-read manner, using practical checklists and work plans. Good Counsel is invaluable not only for nonprofit and pro bono legal counsel, but also for board members and executives in the nonprofit sector."—Ira M. Millstein, Senior Associate Dean for Corporate Governance, Yale School of Management
"In the fast-moving and freewheeling excitement of connecting artists and audiences, Lesley Rosenthal's savvy and sound counsel is a go-to guide for the industry. Her direct style, keen insight, and entrepreneurial sense make Good Counsel indispensable."—Nan Keeton, Director of External Affairs, San Francisco Symphony
Review
"Rosenthal gives us the scoop on how lawyers can parlay their firm experience into a job in the nonprofit sector." (
amlawydaily, April 2012)
"There is no doubt that once you have this book in your hands, you'll be grateful, whether you're a development director, the ED, or a 'member of the board'. Add Good Counsel to your nonprofit management bookshelf and make sure that your entire management team knows about it." (About.com, February 2012)
Review
"Rosenthal gives us the scoop on how lawyers can parlay their firm experience into a job in the nonprofit sector." (
amlawydaily, April 2012)
"There is no doubt that once you have this book in your hands, you'll be grateful, whether you're a development director, the ED, or a 'member of the board'. Add Good Counsel to your nonprofit management bookshelf and make sure that your entire management team knows about it." (About.com, February 2012)
Review
“Great resource... Her writing style is less lawyerly, and well, human. The book is filled with stories, practical resources, and tools.”
Beth’s Blog: How Nonprofits Can Use Social Media“Remarkable, up-to-date and virtually all-inclusive practice treatment...An impressive array of guidelines and how-to suggestions and materials intended to train incoming counsel and those on both sides of the attorney-client relationship.” New York Bar Journal
“A true must-read for nonprofit lawyers, executives, board members and even law students....If you interact with nonprofits, this is the book.” New York Law Journal
“Rosenthal gives us the scoop on how lawyers can parlay their firm experience into a job in the nonprofit sector.” (amlawydaily, April 2012)
“There is no doubt that once you have this book in your hands, you’ll be grateful, whether you’re a development director, the ED, or a ‘member of the board’. Add Good Counsel to your nonprofit management bookshelf and make sure that your entire management team knows about it.” (About.com, February 2012)
Synopsis
A concise overview of the legal needs of nonprofit organizationsGood Counsel is a compact and personable overview of the legal needs of nonprofits, crafted by one of America's most astute nonprofit general counsels. The book distills the legal needs of the 1.8 million tax-exempt organizations in the United States.Written in a clear and accessible style, with plenty of humor and storytelling as well as illustrative case studies, Good Counsel explains the basics of nonprofit corporate law, governance, and the tax exemption. It then takes a department-by-department look at legal topics relevant to program, fundraising, finance, communications, human resources, operations, contracts, government relations, and more. Good Counsel is designed help organizations fulfill their missions to do the public good.
Designed to impart confidence and demystify the issues, Good Counsel is a must-read for nonprofit professionals and board members as well as lawyers and law students. Using Good Counsel as their playbook, lawyers, executives, and trustees can get an overview of the most common legal, governance, and compliance issues facing their organization and together ramp up a top-notch legal function.
- Contains practice pointers, checklists, and assessment tools
- Features sample contracts, licenses, and other form documents
- Filled with case studies and end-of-chapter focus questions, as well as available lesson plans for easy classroom use by educators in business, management, public policy, and law schools
Good Counsel is the first-of-its-kind guidebook written by the sitting General Counsel of a major nonprofit. Written by influential author, speaker, and Bar leader Lesley Rosenthal, the General Counsel of Lincoln Center for the Performing Arts, Good Counsel shares the insights of a Harvard Law School graduate with years of in-house and business law experience as well as board service.
Synopsis
If you care about nonprofits and their legal needs, this is your playbook. Never before has the General Counsel of a major organization taken readers on a grand tour that summarizes the legal responsibilities and opportunities of nonprofits. With illustrative examples from human services, higher education, cultural, and other organizations, Good Counsel helps executives, board members, and lawyers avoid mistakes and serve with excellence.
Highly relevant for lawyers and non-lawyers alike, Good Counsel distills to their essentials the legal needs of one million public charities in the United States: nonprofit corporate law and governance, the tax exemption, and business law topics relevant to program, fundraising, finance, human resources, communications, operations, and more.
With focus questions, practice pointers, actionable checklists, work plans, and sample documents, the book and its companion website invite readers to:
Energize the boardroom with role clarity and trustee engagement
Boost fundraising activities
Negotiate contracts that serve the organization's best interests
Support a committed workforce with sound employment policies
Strengthen the organization's name and protect its good works
Understand the business model and applicable regulations
Find the sweet spot for entrepreneurial initiatives
Lobby effectively . . . without crossing the line
Start up or step up a network of legal supporters
Good Counsel also reveals how nonprofits and lawyers work together, how they find one another, and how the smart ones leverage their relationships to the greatest benefit of all.
About the Author
LESLEY ROSENTHAL leads the legal, governance, and compliance functions of Lincoln Center for the Performing Arts, Inc. Since 2005 she has fashioned the legal context for the renowned arts center's world-class cultural and educational offerings, its entrepreneurial initiatives in media, fashion, and international consulting, and the $1.2 billion redevelopment of its iconic physical complex. Rosenthal has served in many roles throughout the nonprofit sector, including for the New York State Bar Association and its Foundation. For thirteen years she was in private practice as a business, litigation, and technology lawyer at Paul, Weiss, Rifkind, Wharton & Garrison in Manhattan. Rosenthal graduated from Harvard College and Harvard Law School. The National Organization for Women (NOW-nyc) has named her a "Woman of Power and Influence." Follow her on Twitter @GoodCounselBook.
Table of Contents
Preface
Acknowledgements
Introduction
Features of the Book
Who Should Use This Book
How This Book Is Set Up
Preliminary Observations
Illustrative Cases
In Sum/Coming Up Next
Part I: An Overview of Nonprofits' Legal Needs
Chapter 1: What Good Counsel Can Do for Nonprofits
What Legal Needs Do Nonprofits Have in Common?
Laws About Mission
Law About Fiduciary Duties
Laws About the Tax Exemption
Beyond Laws About Nonprofits: Complying with Business Laws, Too
First Stop for Legal Advice: CYA (Consult Your Attorney)
Legal Education for Non-Lawyers
In Sum/Coming Up Next
Chapter 2: Nonprofit Legal Basics: Corporate Law and the Requirements of the Tax Exemption
The Benefits of Incorporating
Getting Organized as a Nonprofit Corporation
Good Corporate Law Practices
Incorporating As A Nonprofit: What's Different?
Obtaining Recognition of Tax-Exempt Status
Legal Requirements for Maintaining Tax-Exempt Status
Additional IRS Expectations
Whistleblower Policy for Accounting Matters
Document Retention and Destruction Policy
Gift Acceptance Policy
Joint Venture Policy
In Sum/Coming Up Next
Chapter 3: Good Counsel About Corporate Governance?
The Board's Function
Board Composition
A Minute About Minutes
Nominating
Audit
Setting Compensation
The Chief Executive's Responsibilities in Relation to Board and Counsel
When Governance Fails: Learning by Negative Example
In Sum/Coming Up Next
Part II: A Grand Tour of Nonprofits' Business Law Needs
Chapter 4: Business Laws That Matter to the Program Department: Contracts and Copyright Law
Understanding the Organization's “Program”
Contracts: At the Heart of the Program's Legal Arrangements
What Program Executives Need to Know About Contract Law
A Simplified Sample Contract, Dissected
Sign on the Dotted Line
The Wide Variety of Contracts
Contract Law In Sum
What is Intellectual Property (and What Does It Have to Do With Nonprofits?)
Copyright Law for Nonprofits: Basic Terms and Definitions
Taking Stock of Copyrighted Works Owned by the Organization
Unlocking the Treasure Trove: Licensing the Organization’s Copyrighted Works for Others to Use
Protecting and Enforcing the Organization's Copyright
In Sum/Coming Up Next
Chapter 5: Counseling the Rainmakers: Legal Aspects of Raising Money
A Lawyer's Introduction to Fundraising
Laws That Matter to Fundraisers
Pledge Forms
Other Places Where Legal Meets Fundraising
Better Fundraising Through Good Governance and Compliance
In Sum/Coming Up Next
Chapter 6: Laws That Matter to the Finance Department (or Not-for-Profit, but Not-for-Loss Either)
Know Your Client's Financial Context
A Year In the Life
Other Places Where Legal and Finance Meet
In Sum/Coming Up Next
Chapter 7: Getting Personnel: Human Resources Law for Nonprofits
Human Dynamics, Nonprofits, and the Law
Starting an Employment Relationship
During an Employment Relationship
Other Laws that Matter to Nonprofit Human Resources Professionals
Labor Law: Operating a Nonprofit in a Unionized Environment
In Sum/Coming Up Next
Chapter 8: Getting the Word Out, Legally: Counseling the Nonprofit Communications Team
Introduction to the Legal Aspects of Nonprofit Communications
What Nonprofit Marketing Directors Should Know About Trademark Law
Clearing Rights to Use the Protected Works of Others
Other Rights to be Cleared
In Sum: Trademark and Copyright Considerations for Communications Professionals
Consumer Regulatory Laws
Getting the Word Out, Digitally: Website Terms and Conditions, Privacy Policies, Contests, Social Media and More
Other Places Where Legal Meets Communications
In Sum/Coming Up Next
Chapter 9: Legal Meets Operations, Facilities Management, and Security
Laws That Matter to Operations
About Leases
Risk Management and the Chief Operating Officer
In Sum/Coming Up Next
Chapter 10: Political Activities and Governmental Lobbying
Thou Shalt Not Politick
Lobbying: Advocacy With Limits
Recordkeeping, Registration and Financial Disclosure
What Isn't Lobbying?
In Sum/Coming Up Next
Part III: For Good Counsel Only
Chapter 11: Taking Charge of the Legal Function
Cataloguing and Prioritizing Legal Needs
Beyond Specific Issues: Getting Organized, Keeping Connected
Maintaining a Docket of Legal Matters
Managing and Administering Contracts
Managing Litigation and Regulatory Activity
The Softer Skills of Good Counsel
Sometimes the Best Legal Review is Invisible – A Personal Example
In Sum/Coming Up Next
Chapter 12: Finding Your Dream Job as In-House Counsel at a Nonprofit
Where to Begin Searching for an In-House Job at a Nonprofit
How to Position Yourself to Win An In-House Job in a Nonprofit
Where to Locate Job Listings
Create a Legal Job Where There Is None
Take a Non-Legal Job (Which May Turn Into a Legal Job)
Translating Your Resume
Consider a Regulatory Role
Don't Believe the Myths
Parting Thoughts About Nonprofit Legal Work
In Sum/Coming Up Next
Chapter 13: Mobilizing Other Legal Forces for the Good
Hiring and Managing Outside Counsel
In Sum
Notes
Index