 All right, well, let's let's dive in. Our green room chatter was all already like very full of information so I will kick us off and welcome each of you to say thank you for being here again thrilled to have your presence on today's episode of the nonprofit show. Jeffrey Glazer is here with us Jeffrey is an attorney, and he's going to share with us some top five legal issues that we all need to know about within our nonprofit organization. But Jeff before we dive into conversation with you we of course want to make sure our guests know that who we are Julia Patrick CEO of the American nonprofit Academy. I would like to thank again some your nonprofit nerd CEO of the Raven group, and we are so honored to have the continued support of our presenting sponsors. Thank you so very much to Bloomerang American nonprofit Academy, fundraising Academy nonprofit nerd, your part time controller, the nonprofit Atlas nonprofit thought leader, as well as staffing boutique. I would like to remind everyone that these companies exist to help you do more good in around throughout your community. They are here to lean into you and your mission, please do check them out, but not until after our show because Jeff has a lot to share. I want to make sure that if you have missed any of our episodes, or you want to go back and listen. Julie I was hearing from someone the other day that the nonprofit show has become the new Netflix like binge series and so people are binging on the nonprofit show. But you can find us on Roku Amazon Fire TV, as well as Vimeo. But wait, there's more the Sham Wow is here with a podcast series so again we have bifurcated these series into not only our webcast this is this will remain but also into our podcast form. So wherever you stream your podcast, make sure that you tell Siri and your smartphone to queue up the nonprofit show and we will be right there with you. And today, honored again Jeff to have you here an attorney with me, that's really hard for me to say Odgan, Glazer and Schaefer is that correct. That's right. Wonderful. Wonderful. Well, thank you. Would you mind telling us a little bit about your nonprofit background in particular within your professional realm as being an attorney. For sure. Yeah, so you know our attorney or our law firm does business transactional work so we do a lot of work with getting organization set up with working on a lot of contracts and sort of relationships of businesses with other businesses. And a large part of the work that we do is related to socially good organizations, more generally I'll put nonprofits as sort of a subset of socially good organizations and a lot of what we'll talk about today is sort of that overlap between sort of the for profit universe and the nonprofit universe and when and why things get a little weird as soon as you ask the IRS for tax status. Right. But, but really kind of highlighting how running a for profit business isn't that different from running a nonprofit business or state advice versus stated in the alternative running a nonprofit isn't all that different from running any other kind of business and a lot of the legal issues that we see on the nonprofit side are similar to the same kinds of legal issues that we're going to see on the for profit side of things. I love that you started us out that way. And maybe that is like your number one message. I mean, we, we champion that concept a lot but Jeffrey I've got to tell you, it's such a foreign thought to so many folks managing nonprofits serving on the boards doing the programming even funding. And so, what a great way to start this off because those can quickly become legal issues right. Yeah I mean I think, you know when we're, you know we're talking about lawyers right the role of lawyers in the organization generally, you know, we're we're talking about relationships and it's relationships with outside entities but also internal relationships right the relationship of the directors to the officers or the officers to the, to the volunteers or the organization to its donors. And when you break down these relationships it turns out that they're very similar to the relationships that you have in a for profit business or really any other kind of entity that or any other kind of dealing that you might have right in a, in a for and in a non profit organization you have to think about what's the purpose of what you're doing what is the reason why these people have banded together to accomplish a particular end, or to accomplish a particular goal and that goal might have a social purpose, right I don't have a purely profit purpose but I think that's pretty unusual in today's business environment, even our for profit organizations often have social elements that they're trying to accomplish think of something like Patagonia where it's a pretty very strong out, you know, outdoors mission, even though they're a for profit company. Similarly, you know you can have nonprofit entities that also have an outdoor mission, right, and maybe even accomplish it in similar ways by selling goods or in order to further that, in order to further that nonprofit mission that charitable purpose of improving the outdoors or whatever that might be. Right, and so what we use, we use legal rules to really help us put in place a framework for things like raising money and perpetuating the organization beyond the people who started. And those things are no different in the for profit environment and they are in the nonprofit environment. You would send something in a green room chatter and it is definitely worth repeating but you're talking about the magic, or lack of magic within law. I love that. Yes, you're that with us if you would because I really do think that, you know there's kind of the two camps to the legal side when it comes to nonprofit, the formation, and then the oh crap, we need help. You know, and so talk to us about the magic or the pixie dust that may or may not exist. Yeah, I guess I, you know, I don't believe, I don't believe that lawyers are magicians. Right there, there's no magic law, I know, I know it's crazy and even more than being magicians I think a lot of times people think that lawyers are sort of these soothsayers or people that stand on top of the mountain and decree what shall be for here and evermore. And if we have a, if we have a question about whether something is hashtag legal or not, right we go ask the lawyer and they tell us, yes that's legal or no that's not legal. So much of the relationship not just in the for profit status but nonprofit as well is there are rarely yes and no answers right this is an ongoing conversation, and it's about risk management and risk mitigation and it's it's very rarely a yes or no answer right people look to lawyers to say, should I do this or shouldn't I do this when in fact with what we should be asking, isn't necessarily should I do it or shouldn't I do it but what's the risk of taking this course of action, what's the risk of taking this other course of action, because then it becomes up to the directors or the officers to then finally make that decision do we accept this risk or do we not accept this risk. And so in that way I don't know that lawyers are are necessarily magicians people sort of see us as being as sort of being these all knowing omniscient beings, when in fact we're really more, it's really more about risk management. What about size. Sorry, Julia. So I'm thinking about the organization where, you know, is there more magic needed and now I'm just going to play on the whole magic thing but force for a larger organization as opposed to a smaller like is there more risk to consider. The risk in a broad way like the smaller the organization perhaps less governance right the larger the organization perhaps a better established governance but we're also playing with with bigger partners with bigger dollars was bigger bigger contracts. So how does that risk assessment vary depending on the size and scale of an organization. Yeah, I would say by and large these are. These are issues of magnitude, not issues of existence right in other words, for a for a large organization and a small organization, both need governance, right we tend to sort of gloss over that in small organizations because the people tend to know better and they just tend to act more informally, but I would argue that that still doesn't mean you can't or shouldn't be having board meetings that you shouldn't be taking minutes that you shouldn't be passing resolutions. But the scale and the importance is going to change as you get bigger right as you get as you get bigger the the number of zeros on the on the transaction is just going to keep getting at it. So if you get a certain number of zeros the banks like to see official documentation of things, right, not that you shouldn't have that documentation, even when there aren't any zeros on the transaction, but other parties start requiring documentation, right your other partners, you know when when you start adding zeros to the to the value of the transaction, everybody just wants to take one step back and say maybe we should put this in writing or maybe we should have a piece of paper that documents that you're going to do this thing for me, you know for me, which isn't to say you shouldn't have those documents at the small transaction side sides you absolutely should but maybe you're documenting them through email instead of with a formal signed to party agreement. Yeah, that's a good point. It's really interesting. I love so far your framework has been, I think really an amazing way for us to rethink things and to put them into perspective because it seems to me so many nonprofits and Jared mentioned this in the green room chatter is that you know you have to get your legal partner with you when you're forming and getting started, and then you oftentimes don't revisit that relationship until you have a problem. And it seems to me that it's really just, you know, just not a good way to structure your operations, only reaching back out to those folks when there's a crisis. I don't want to talk about it until you mentioned it but I do think we feel that we can go to the attorneys and they're going to fix it and they're going to tell us what's right and then we can move on. So for your point three, you kind of have to rewrite the script for us a little bit about how your attorneys are going to help you. There's an ongoing conversation with attorneys and I think I think you make a really good point that I'd like to highlight right which is that none of these documents that quote the lawyer creates for you are static documents right these are going to change over time. We were just meeting with a client last night and over the last. A lot of the work that we've been doing with with some of our nonprofit clients over the last, we'll say 12 months or so, have been things like reviewing bylaws and articles and making sure that they still match up with how the company works. Right because to your point Julie and one of the things that happens is those bylaws just sit there until somebody has a problem with them. And then when you have a problem with them everybody's all of a sudden like wait what do the bylaws say, why does it even say that we haven't done that in 15 years, like the number of boards I've sat on where people are like, you know, where are the bylaws what do they even say, or, you know, we haven't done that in 10 years why does this say this, right we should be reviewing these these are living documents right this isn't a I'm going to put my flag in the sand and then this is this will be in forever this will be how we accomplish this it's the document should reflect what the practice is so, you know, it might have started one way when the, when, when the nonprofit or the entity was was rather small, but over time as you get more members in the relationship of the membership to the board changes, those documents should be changing to your bylaws, you should be reviewing those as a matter of course just every two to five years. And talking with your attorney about is this, is this right, right is this actually how we work. And it's, it's a conversation right understanding the risks understanding what it is that the organization currently does where the points of risk are, and then having documents and processes in place that help to mitigate those risks. And so this is an ongoing conversation. And this visual of, I know exactly where the bylaws are they are collecting dust on the shelf with the strategic plan, right like those two things are sitting together on somewhere. Yeah, no and that's true in every single organization this sort of goes back to the point from the very beginning. This isn't this isn't any different between nonprofits and for profit organizations right that I have this exact same conversation with my for profit clients as I do with my nonprofit clients, but nonprofit clients tend to let it maybe run away from them a little bit longer because everybody's doing other things right for a lot of the board it's not their primary job to be on the board of this thing. For maybe a lot of officers it's not even their principal job to be the director of this nonprofit, you know they might have multiple organizations they work for whatever. So, you know, putting in place just regular practices to revisit to revisit these things every so often right every two years every five years we just revisit the bylaws whether we have an issue with them or not, just to make sure that everything matches up with how we actually work. I love that, and I think it's, it's, you know, magical to hear that that wisdom in that these documents are malleable and that they need to navigate with you as your mission changes as your organization grows. And that's something we lose sight of. And I agree, Jared, we tick those boxes and then we are like okay we did that task, and we stick it on the shelf, and then, you know, we're, we're done. I'd like to have you kind of talk to us about this, you have a really interesting kind of phraseology and you're like doing good does not require nonprofit status, except when it does. Can you share with us what that means, because I'm fascinated by that it's such a buzzword in the for profit and the nonprofit world. And I think, you know, I think a lot of people when they think about doing good or having a social mission automatically think I need to be a nonprofit right that's my secret to success. Right, but when we really step back and take a look at what's going on in socially good organizations what we really see is that doing good is comprised of three basic things right it's a mission. accountability and its transparency, and not none of those things require nonprofit status right it requires being focused on a particular action that is going to make a particular community or ecosystem better. Right it's holding the people that say they're going to do good for this purpose, holding those people accountable, and then proving to your stakeholders that you're doing it right that's our transparency. Right, and so it might be in the articles of organic or of incorporation in our bylaws about what our mission is and how we hold each other accountable it might be in our policies and procedures about publishing reports and providing some sort of benefit statement about how how we're doing the things and none of that is either mandated required suggested for nonprofit status although sometimes it is right in order to be a nonprofit you have to have a charitable mission right so you have to be explicit about what your mission is. It is. So Jeffrey, you know when you talk about this and that that the legal framework and that, and really in our nation, you know we use the IRS through this. How plausible is it that we can have that. I know there's that that be corp status I mean there are a lot of different ways that we can be doing good without that formal structure. But again, is it wise. That depends on what you're trying to do and how you're trying to do it. Nonprofit status sometimes you have to have it right sometimes if you if the primary way that you're going to be financing the good that you're doing is through donations from the public, then having nonprofit status is important. Right, but if that's not a major part of your revenue mix right if you can make money through selling t shirts or through provide status to do good. Right and in fact for the, for the times when you do need nonprofit status you can be, you don't need to hold it permanently right you can be more tactical about it and partner with other people who do have it in a fiscal sponsorship arrangement right so that that way you don't always need the nonprofit status you the entity doing good, doesn't have to deal with that sort of administrative overhead, you can just farm that out to somebody that already has nonprofit status and deals regularly with those issues, so that you don't have to take on the higher administrative burden. I appreciate that perspective, so very much, all too often and you know I don't I don't want to sound horrible when I say this but all too often I hear, Oh I'm going to start a nonprofit or my friend just started a nonprofit and I'm thinking. Why, you know, and again not to discourage someone but there are so many nonprofits in the United States. In the US there's so many others around the globe right doing charitable good. And for, for what you said Jeff really looking at, you know, you can do good and not have to be a tax identification of a nonprofit I typically work with the 501 C threes as well as the C sixes, but there's so many other organizations and ways to achieve your mission and your, your do goodery, I'm going to I'm going to claim that phrase right your do goodery that it doesn't have to be so much the nonprofit. I really appreciate that and that partnership, the collaboration like that is just as impactful as having your own program or your own organization with programs. So looking at partnership, I think is critical. One of the things I would like to ask you and this is probably that golden ticket right like, if you find this golden ticket you're very clearly going and going into you know this this main event. How do we, as nonprofit professionals, leaders board members, establish a relationship with a nonprofit attorney, because I really want to, you know, we're always looking for, you know, special skill sets on our board, and I really like to say, a real estate attorney is not a nonprofit attorney right like we're, we're not going to the podiatrist to check on our eyesight. So could you like what is the secret sauce to this. Yeah, I think there are three main areas of legal issues that come up in the in the nonprofit universe, right the first. The first is organizational issues right the writing of bylaws the writing of articles the sort of drafting of contracts kind of stuff. This is all relatively it overlaps relatively nicely with corporate a more traditional sort of corporate practices is one. Second major area that tends to come up in the nonprofit context are tax issues right a lot of a lot of the nonprofit status itself is related to relatively fine points around tax issues right does this. Does this particular activity constitute unrelated business income right what are the consequences of my program related investment right taking these IRS concepts and applying them to your balance sheet or your profit and loss statement and being able to say is this or is this not going to destroy my nonprofit status. Right so that tends to be a little bit more specific. And then the third meet comes up is employment issues related to either officers so the directors and other, you know people at the company, or as it relates to the the volunteers and other people that are around these are more of your, you know, HR and employment related issues, you know, can I fire this person water discrimination law. I love that you framed that up for us because if anything that goes right back to the way we started this conversation, and we don't have much time left but your whole thing about, you know, the law is not magic. And that. So I love that you kind of gave us that framework with which to understand when we need the attorney. When we need the that that legal voice and Jared I appreciate you bringing out that that notion that just because you have one type of legal expert that does not guarantee that that person is going to be the right fit. And that's your organization and all the questions and that's that's a pretty doctor's a doctor but I'm not going to a podiatrist to check out my vision. Right. Yeah, no I think that's right and a lot of people a lot of people think a lawyer is a lawyer but you know look I don't know anything about family law if you need a divorce do not call me. I'm hoping if you're trying to figure out how to rewrite your bylaws, I'm your guy. So, you know, different weapons for different skills, or however that goes. Yes. You have been great our time has blown by. And for those of you with us today we did have a little bit of freeze up sometimes that happens, and we're going to blame it on your part of the country Jeffrey where it's mighty cold today. And so we want to make sure that everybody gets Jeffrey Glazer's information and I'm going to share that again with you right now. Ogden Glazer, Glazer and Schaefer. Wow, really a great way to help us navigate what, why and when we might need some legal guidance and understanding it. Jeffrey, I think it was fabulous. Thank you. You know that these are living breathing actions and documents and not just to wait until you have a crisis and expect for somebody else to clean up your mess so that was wise wise advice for us. You can check them out at ogs.law and see what's going on your website has a lot of really interesting information you have a pretty robust section on your blog posts I noticed. And your, your practice seems to have a lot of different type of attorneys working in it and so super cool we're delighted to have you on. I suspect when we have some sort of other big issue we might have to rope you back in. Please, because you touched on something that Jared and I have been talking a lot about. This is the whole employment law issue and all these things that are kind of bubbling up to the surface and so we might have to rope you back in for some of that. Happy to come back. Hey, yeah, so refreshing to talk so so candidly and so friendly to an attorney, you know that those are always the best conversations with an attorney. Friendly friendly discussions with attorneys don't happen that often so. But they do hear on the nonprofit show legal counsel. Yes. Thank you. Thank you. Hey, Jared ransom the nonprofit nerd has joined me I'm Julia Patrick CEO of the American nonprofit Academy. Again, we want to thank all of our presenting sponsors from blue meringue American nonprofit Academy, your part time developer, the nonprofit nerd fundraising Academy, the nonprofit Atlas nonprofit that leader and staffing boutique and hint hint I think we're going to have some new logos up there pretty soon Jared so we're super excited about that. All of these people come in day in day out and they support us. We are now 500 plus episodes strong going into our third year. So we have a lot more to talk about a lot more information, and a lot more thought leaders coming our way. Again, we end every episode with this message to stay well. We can do well.