Organizing and Operating Nonprofits

MCLE Credits: 6.0
Ethics Credits Included: 0.0

Live on Site: Thursday, August 15 / Fairfax
  Thursday, August 22 / Charlottesville
Registration: 8:30 a.m.
Program: 9:00 a.m. - 4:15 p.m.
MCLE Credit: 6.0 (Ethics: 0.0)
Live-Interactive Credit: 6.0 Live Interactive MCLE Credit Symbol
Video on Site Options


Why Attend?

  • Focus on legal issues arising from the creation and operation of tax-exempt entities—issues that are important both for advisors to nonprofits and for board members and officers.

As the operations of nonprofits come under increasing scrutiny, it is important for such organizations and their advisors to understand fundamental legal and tax issues associated with forming and operating nonprofit organizations.

Whether you are new to or experienced in this area of practice, you will benefit from listening to our two experienced professionals. Obtain a working knowledge of:

  • The governing documents used to create and operate a Virginia nonprofit
  • How to protect against liability from operation of Virginia nonprofits
  • How to apply for tax-exempt status
  • How to meet annual reporting requirements and maintain tax exemption
  • What income is taxable despite tax-exempt status
  • Charitable-giving opportunities and regulations
  • Special rules applicable to private foundations
Ways to Save

Can't Attend?
Attend one of the 6 video replays offered statewide in September.
E-mail to be notified when/if this program is made available as an online or USB seminar.
E-mail to be notified when/if this program's seminar materials are made available for sale.



8:30 Registration
9:00 Organizing a Virginia Nonprofit
  • Choice of entity (corporation vs. unincorporated entity)
  • Incorporating a Virginia nonstock corporation
  • Important articles of incorporation and bylaws provisions
  • Important provisions of Virginia Nonstock Corporation Act — operational and liability issues
9:45 Applying for Tax-Exempt Status
  • Advantages and disadvantages of tax-exempt status
  • Categories of exempt organizations
  • Exemption application forms
  • Filing requirements for small organizations
  • Private foundation or public charity — significant differences in operational and fundraising rules
  • Supporting organizations
  • Applying for state and local exemptions
10:30 Break
10:45 Maintaining Tax-Exempt Status
  • Filing and disclosure requirements
  • Compliance
    • Lobbying
    • Political activity
    • Unrelated business income tax (“UBIT”): definitions, exclusions, common sources
    • Intermediate sanctions
  • Use of subsidiaries
11:30 General Counsel Services
  • Insurance
    • Director and officer liability
    • General liability, employment claims
    • Event cancellation
    • Multimedia
    • Cybersecurity
  • Advising on operational issues
  • Ethical issues
    • Attorney as board member
    • Conflicts of interest with board members
12:15 Lunch (provided at live programs only)
1:00 Charitable-Giving Basics
  • Charitable-solicitation registration and reporting
  • Forms of gifts, substantiation rules, deductibility
  • Special events, raffles, etc.
  • Substantiation and appraisal rules
  • Special rules for certain assets — cash, cars, clothes, etc.
  • Online fundraising platforms
2:30 Break
2:45 Private Foundations
  • Private foundation characteristics
  • Advantages of foundation status
  • Operational restrictions and deduction limits
  • Alternatives to foundation classification
  • Pitfalls and planning opportunities
3:30 Restructurings and Terminations
  • Mergers and consolidations
  • Spin-offs and subsidiaries
  • Dual directors
  • Going out of business
  • Tax implications
4:15 Adjourn



Dorothy Deng, Whiteford, Taylor & Preston LLP / Falls Church

Dorothy Deng has over ten years of experience in representing nonprofit organizations and associations, as well as general business and diverse international experience. She handles a variety of work for clients including corporate governance, compliance, commercial contracts, intellectual property, copyright, social media, privacy, international operations, and dispute resolutions.

Ms. Deng is a partner and received her law degree from the Dickinson School of Law of Pennsylvania State University in 2006, in addition to an LL.B. in 2003 from the National Taiwan University.  She is admitted in the District of Columbia and Virginia.

J. William Gray, Jr. / Richmond

J. William Gray, Jr. specializes in tax-exempt organizations, charitable giving, and estate planning and administration. He is a fellow of the American College of Trust and Estate Counsel and a founding director and former president of the Virginia Gift Planning Council.

Eileen Morgan Johnson, Whiteford, Taylor & Preston LLP / Falls Church

Eileen Johnson is a partner in the Falls Church office of Whiteford, Taylor & Preston L.L.P. where she co-chairs their nonprofit practice group. She advises nonprofit organizations on a wide variety of legal issues, including tax advice, corporate governance, charitable solicitation and fundraising, and membership programs. She has held leadership roles in the American Society for Association Executives, the Association Foundation Group, and the Virginia State Bar.

Locations, Dates and Fees

(All registrants will receive access to a complete set of downloadable e-book seminar materials. Printed materials are at an additional cost at the Live seminars only.)

$289* regular registration (without printed materials).
$319 regular registration plus printed materials.
$339 on-site registration (if space is available) (printed materials included).

*Available until 3 business days before the program


FAIRFAX / Thursday, August 15
Waterford at Fair Oaks (Venue Website / Google Map)
12025 Lee Jackson Memorial Highway
(703) 352-3200

CHARLOTTESVILLE / Thursday, August 22
DoubleTree by Hilton (Venue Website / Google Map)
990 Hilton Heights Road
(434) 973-2121

Click here if you wish to register three or more people from the same firm.
A special 15% discount on Virginia CLE®–published books will be available for purchases made at the seminar site.

Lower Registration Fee and Greater Functionality with Downloadable E-Book Seminar Materials

ALL seminar registrants will receive access to a complete set of downloadable e-book seminar materials. E-book materials are searchable, easily accessible, and efficient to use.

When registering, please be sure to provide a legible, valid e-mail address to which Virginia CLE® can send a link to the e-book materials.

Registrants who elect a registration option that includes downloadable e-book seminar materials only and not the printed materials will receive, at the seminar, a short, printed seminar outline with space to take notes.

Printed Materials: You still have the option of receiving a complete set of printed materials for a higher registration fee. Registrants who choose this option will receive printed materials at the program.


To receive access to the downloadable e-book materials BEFORE the seminar AND register for the lower fee, your registration must be received no later than 5:00 p.m. THREE BUSINESS DAYS BEFORE the seminar.  A link to the downloadable e-book materials will be e-mailed to you two business days before the seminar.  Once you download the materials, you can review them and print the portions you want to bring with you to the seminar.

After 5:00 p.m. THREE BUSINESS DAYS BEFORE the seminar, only the registration options that include printed materials will be available.

Cancellation/transfer requests will be honored through 5:00 p.m. of the DAY BEFORE the seminar.  You will, however, be charged $90 for the materials if you cancel your registration for the seminar, or transfer registration to a different seminar, after the link to the materials has been e-mailed by Virginia CLE®.

If you have a disability that requires special accommodation, please contact Virginia CLE® well in advance of the program date.

Private recording of this program is prohibited.

  • Add to Cart
  Buy a 12-Credit Online Bundle and Get a Free Single Volume Book Essentials Seminars  The Fifth Annual Constitutional Institute at George Washington's Mount Vernon: Litigating the Constitutionality of Executive Actions — Including Lessons from President Trump's Southern Border Emergency Declaration International CLE 2019: Vienna FacebookFriday