1. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 1 Starting a Nonprofit: Myths and Realities Original June 2011 presentation adapted by Philadelphia VIP/LawWorks January 2012

2. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 2 What is Philadelphia VIP/LawWorks? Free business legal services for nonprofit organizations through the services of our corporate and private attorney volunteers To be eligible, the organization must be: Nonprofit, tax exempt (or seeking 501(c)(3) status); Primarily serving the poor and disadvantaged and/or providing other important services to the Greater Philadelphia community; Focusing on health and human services, community development, affordable housing, neighborhood revitalization, environmental protection, or the arts; Providing programs that have a demonstrable impact; and Unable to pay for legal services without significant impairment of program resources. Apply at http://www.phillyvip.org/content/apply-assistance EDIT NEXT PARAGRAPH! * Exception: If you seek services with incorporation and/or applying for tax exemption and the Partnership determines that we can help your group, there will be a non-refundable $500.00 fee for that service, in addition to all required state and federal filing fees.

3. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 3 What Assistance is Available? Non-litigation, business law matters, in areas such as: Corporate structure and governance Contracts Employment law Intellectual property law Real estate (including lease reviews) Regulatory compliance (e.g., registration, annual reporting, charitable solicitation rules, lobbying) Tax law and tax-exempt status

4. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 4 Introduction In 1998, there were 650,000 §501(c)(3) tax-exempt organizations registered with the IRS By 2010, the number had increased to over 1,280,000 In 2010 alone, almost 60,000 nonprofits applied to the IRS for 501(c)(3) status; only 82% were approved In 2010, there were over 540,000 tax-exempt nonprofits registered under other provisions of §501(c) [IRS Data Book 2010] –In 2007, the IRS Commissioner for Tax Exempt & Government Entities said that there is one tax-exempt organization for every 228 Americans Most rapidly growing sector of American economy

5. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 5 Introduction (cont’d) But revenue sources are decreasing, especially in this economy! More targeted individual giving and redirected/focused corporate giving In 2009, direct charitable contributions by individuals to public charities amounted to approximately $227 billion/year (75% of all charitable giving in 2009) [Giving USA data] In 2009, total giving was down 3.6% [Giving USA data] In 2009, the 400 largest charities experienced an 11% drop in donations [The Chronicle of Philanthropy data] Individual giving decreased 4.9% in 2009, on top of a 6% decrease in 2008 [Center on Wealth and Philanthropy at Boston College data]

6. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 6 Introduction (cont’d) Resulting in an environment where it is essential to make a disciplined assessment of whether it makes sense for you to incorporate and apply for tax exemption Philadelphia VIP’s experience screening and referring new applicants

7. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 7 Myth or Reality? Nonprofit and tax exempt mean the same thing (or nonprofit corporations are automatically tax exempt) An organization cannot raise money unless it is tax exempt Every good idea deserves a nonprofit If I am the founder, I can pretty much run the nonprofit the way I want Nonprofits can’t make a profit Being on the Board of a nonprofit is not “serious”, the way being on the Board of a for-profit company is Nonprofits cannot engage in lobbying

8. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 8 Myth or Reality? (cont’d) Nonprofits cannot pay salaries (or nonprofits can pay any salaries they want to) Nonprofits are exempt from workers’ compensation and unemployment laws I can get a tax deduction for the time/services I give to my nonprofit I can get a tax deduction for use of my space State tax and local property tax exemptions are automatic for a 501(c)(3) organization

9. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 9 Incorporation and Tax Exemption Becoming a tax-exempt organization is a two- step process First step: Incorporation is a product of state law; obtained by filing a certificate of incorporation or articles of incorporation with the state Second step: Tax exemption is a federal designation for which the corporation applies to the Internal Revenue Service on Form 1023 and asks to be recognized as tax exempt

10. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 10 Pros and Cons of Incorporating PROS Limited liability Facilitates tax exemption More attractive to funders Perpetual existence CONS State filings Federal filings Maintaining corporate records Observing corporate formalities Must recruit and retain people to carry out responsibilities Perpetual existence

11. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 11 Organizational Requirements Not-for-profit vs. for profit Bylaws Membership vs. nonmembership Board of Directors/Board of Trustees Officers Staff

12. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 12 Organization Chart for Nonprofits Elect Hire & Supervise Hires & Supervises

13. www.probonopartnership.org Incorporating in Pennsylvania 1. Choose a business name and check for availability –Your nonprofit corporation's name may not be the same as or very similar to other corporate names on file with the Secretary of State See the Name Availabilities resource at the Corporations Bureau for more information. 2. Recruit and/or appoint directors –You must have at least one director under the law, but a minimum of three is recommended. –Directors need not be residents of Pennsylvania unless the Articles of Incorporation or bylaws require otherwise.

14. www.probonopartnership.org Incorporating in Pennsylvania 3. Incorporate your Nonprofit Organization a. Prepare and submit Articles of Incorporation to the Secretary of State The Pennsylvania Department of State's website provides a fill-in-the-blank form for Articles of Incorporation, but a nonprofit that intends to apply for federal nonprofit tax-exempt status will need to expand its Articles of Incorporation to include required language. Note: All incorporators must sign Articles of Incorporation. The filing fee is $125. You will have to file an Annual Report with the Department of State by April 30th each year and the board must present this report to all members.

15. www.probonopartnership.org Incorporating in Pennsylvania 3. Incorporate your Nonprofit Organization b. File a Docketing Statement When you file Articles of Incorporation, you must also file a Docketing Statement with the Department of State. The docketing statement contains only basic information like the name and type of business organization and a description of business activities.

16. www.probonopartnership.org Incorporating in Pennsylvania 3. Incorporate your Nonprofit Organization c.Fulfill the “advertising requirement" You must publish a statement of your intent to file or the actual filing of the articles of incorporation in a local newspaper of general circulation (usually The Philadelphia Daily News) and The Legal Intelligencer. Approximate cost: $300-$350 The advertisements must contain the name of the proposed corporation and a statement that the corporation is to be or has been organized under the provisions of the Pennsylvania Nonprofit Corporation Law.

17. www.probonopartnership.org Incorporating in Pennsylvania 3. Incorporate your Nonprofit Organization d. Create the bylaws There are no set criteria for the content of bylaws, but they typically set forth the rules and procedures for governance of the organization: –Number of annual meetings –Minimum and maximum number of directors; how many must be present at a meeting in order to take a vote –Officer positions and their responsibilities –How votes are taken –How internal disagreements are handled –How the board provides financial oversight over the organization’s operations

18. www.probonopartnership.org Incorporating in Pennsylvania 3. Incorporate your Nonprofit Organization e. Hold an organizational meeting bylaws are adopted officers are elected – must have a president, secretary and treasurer f. Create a corporate records book should contain the Articles of Incorporation, mission statement, bylaws, minutes of board meetings, correspondence from the IRS and Pennsylvania state agencies, annual federal tax returns and state filings

19. www.probonopartnership.org Incorporating in Pennsylvania 4.Obtain your Employer Identification Number (EIN) –Your nonprofit must have a tax identification number under which it must file annual federal tax returns and Pennsylvania state reports –The application to obtain an EIN is available on the IRS' web site at: http://www.irs.gov/pub/irs-pdf/fss4.pdf –The IRS also has an on-line application, which is available at: http://www.irs.gov/businesses/small/article/0,,id=10276 7,00.html

20. www.probonopartnership.org Incorporating in Pennsylvania 5. Register with state offices a. Bureau of Charitable Organizations (BCO) 1) Organizations soliciting charitable contributions from Pennsylvania residents must register with the Bureau by filing a Charitable Organization Registration Statement (BCO-10) unless they are excluded or exempted from the Act. - Exclusions/exemptions can be found at the Department of State website. 2) First time registrants must also submit copies of other officials documents such as the incorporation documents and by-laws.

21. www.probonopartnership.org Incorporating in Pennsylvania 5. Register with state offices 3) Even if an organization is exempt from registering with the BCO, if it is located in Pennsylvania it is still required to file an Institutions of Purely Public Charity Registration Statement with a copy of its IRS Form 990 within 135 days of the close of its fiscal year unless it meets one of the two exemptions listed below:Institutions of Purely Public Charity Registration Statement a)It is a bona fide duly constituted religious institution b)It is an institution of purely public charity which receives public contributions of less than $25,000 per year, and its program service revenue does not equal or exceed $5,000,000. NOTE: Organizations that are registered with the BCO do not have to file the Institutions of Purely Public Charity Registration Statement.

22. www.probonopartnership.org Incorporating in Pennsylvania 5. Register with state offices b. Pennsylvania Department of State 1) Form: Annual Statement –Due Date: On or before April 30 of each year in which there has been a change in corporate officers during the preceding calendar year. 2) Form: DSCB:54-503 (Decennial Report of Association Continued Existence) –Due Date: Once every ten years if the corporation has not made a new or amended filing with the Corporation Bureau in the last 10 years

23. www.probonopartnership.org Incorporating in Pennsylvania 5. Register with state offices c. Department of Revenue Form: REV-72 (Renewal) Due once every five years. Organizations will be notified by the Department of Revenue when they are required to submit their renewal. Required only if withholding payroll taxes or filing exemptions from PA sales taxes. d. Pennsylvania Attorney General Form: Copy of Form 990-PF Due 4 ½ months after end of fiscal year. Only private foundations are required to submit this filing.

24. www.probonopartnership.org Incorporating in Pennsylvania 6. Apply for sales and property tax exemptions a.Sales Tax Exemption Register and file Form REV-72 with the Pennsylvania Department of Revenue, Tax Forms Service Unit if your organization seeks exemption from PA sales taxes b.Property Tax Exemption If your organization owns its own building and land, contact your county’s tax bureau for an application to request exemption from local property taxes

25. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 25 501(c)(3) Tax Exemption 501(c)(3) is one type of tax-exempt organization Can accept tax-deductible charitable donations Doesn’t pay income taxes; may be exempt from sales, property, and other state and local taxes No private benefit or inurement Registration and reporting requirements Restrictions on lobbying activities Absolute bar on political campaign activities

26. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 26 501(c)(3) Tax Exemption (cont’d) Transparency and accountability Organizations that don’t have to apply to have tax exemption Religious organizations that are houses of worship (not just faith-based charities) Organizations under a “group exemption” Organizations with annual gross receipts of not more than $5,000

27. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 27 How to Apply for 501(c)(3) Tax Exemption Obtain an EIN from the IRS (similar to a SSN) Complete and file IRS Form 1023 Set out, in detail, information about the organization, including its mission, programs, structure, fundraising program, sources of financial support, and three-year budget $850 filing fee; $400 if annual gross receipts of $10,000 or less IRS is working on “Cyber Assistant” that may result in reduced fees; not expected until after 2011 File within 27 months of incorporating to get tax exemption retroactive to the date of incorporation; if more than 27 months, retroactive to date that Form 1023 is filed

28. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 28 External Oversight of Tax-Exempt Organizations IRS State Attorney General Jurisdiction over charitable gifts and charities generally In Connecticut: Public Charities Unit In New Jersey: Division of Consumer Affairs In New York: Charities Bureau Public & Media Grantmakers Sarbanes-Oxley legislation

29. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 29 Is Incorporation/Tax Exemption Right for You? Ask These Questions: 1.Do your purposes fit within 501(c)(3)? 2.Is your mission clearly articulated? 3.Is there a profit motive? 4.Is there a need for your services? 5.Are other organizations doing what you want to do? Locally? If so, how will your activities differ? 6.Whom do you plan to benefit? Many, or just a few? 7.Who is involved with the organization? (continued…)

30. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 30 Ask These Questions (cont’d): 8.Where will you get your $$? Do you have identified sources of funding? 9.Do you have only a short-term project? 10.Do you have a need for privacy? 11.Do you plan to do more than an insubstantial amount of lobbying, or engage in any political campaign activities? 12.Do you have the personality needed to work under the direction of a board and timely file required reports with government agencies? 13.Do you have any experience working with/for a nonprofit organization? 14.Can you afford it? 15.Have you considered alternatives to incorporation and tax exemption?

31. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 31 1. Do your purposes fit within 501(c)(3)? IRC Section 501(c)(3) The organization must be “organized and operated exclusively for religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition…, or for the prevention of cruelty to children or animals” “Charitable” covers a wide variety of objectives, including: Relief of the poor and distressed or of the underprivileged Lessening the burdens of government Lessening neighborhood tensions Combating community deterioration

32. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 32 1. Do your purposes fit within 501(c)(3)? (cont’d) Other purposes may not qualify under 501(c)(3), but the organization may still qualify as tax exempt under another subsection of Section 501. However, donations to these groups are likely not deductible as charitable contributions. For example: 501(c)(4) – civic leagues and social welfare organizations (e.g., a block association) 501(c)(6) – business leagues (e.g., Chamber of Commerce) 501(c)(7) – social clubs

33. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 33 2. Is your mission clearly articulated? Important as a basis for exemption, continuing focus, organizational documents, public relations, and accessing funding 3. Is there a profit motive? 501(c)(3) status requires that “no part of the net earnings…inures to the benefit of any private shareholder or individual” This is the “nondistribution constraint” Compensation must be “reasonable” – sanctions if violated Upon dissolution, all assets must be distributed to other 501(c)(3) organizations or to the government for public purposes

34. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 34 4. Is there a need for your services? Have you done a needs assessment? Could you operate as a program of an existing organization? 5. Are other organizations doing what you want to do? Locally? If so, how will your activities differ? Will you be duplicating already available services? Is there limited funding for such services?

35. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 35 6. Whom do you plan to benefit? Many, or just a few? Can’t establish a 501(c)(3) to benefit just one person or a few people 7.Who is involved with the organization? How many board members do you have? Are they all family and/or friends? Do they represent the public? What skill(s) does each person bring to the organization? Are there others who will help in non-board member roles?

36. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 36 8. Where will you get your $$? Do you have identified sources of funding? Fees? Donations? Government? Corporations? Must be able to articulate this on Form 1023 Some funders are reluctant to fund start-ups Do your volunteers have the skills to fundraise? Is the organization sustainable? 9. Do you have a only short-term project? If so, might be better to use a fiscal sponsor or work as a program of an existing agency

37. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 37 10. Do you have a need for privacy? 501(c)(3) “public charities” are accountable to the public and full disclosure is mandated in some circumstances Form 990 annual informational tax returns – must disclose information such as compensation of key employees and corporate governance policies; must make copies of Form 990 available on demand; also likely posted online The list of donors filed with the annual Form 990 does not have to be disclosed by a 501(c)(3) public charity Annual reports filed with state authorities

38. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 38 11. Do you plan to do more than an insubstantial amount of lobbying, or engage in any political campaign activities? A 501(c)(3) cannot have a “substantial part” of its activities consisting of attempts to influence legislation Section 501(h) Election on IRS Form 5768 A 501(c)(3) is prohibited from participating in campaign-related activities – supporting or opposing a candidate for public office 12. Do you have the personality needed to work under the direction of a board and timely file required reports with government agencies? If no, starting a nonprofit may not be right for you

39. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 39 13. Do you have any experience working with/for a nonprofit organization? Funders will look at your experience Experienced board or staff available? 14. Can you afford it? Filing fees? Insurance? Startup costs? Overhead/administrative costs (e.g., wages)? Annual accounting fees?

40. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 40 15.Have you considered alternatives to incorporation and tax exemption? (A) Become a program of another organization Pros: Able to concentrate on and build your program Do not need to deal with fundraising, administrative, or organizational issues Cons: Lack of control Lack of identity

41. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 41 15. Have you considered alternatives to incorporation and tax exemption? (cont’d) (B) Fiscal Sponsorship An existing 501(c)(3) organization (the “Sponsor”) may financially support an unrelated organization (the “Project”) so long as doing so furthers the Sponsor’s exempt purposes Funders donate to the Sponsor, which reports the income, controls the administration of funds and the Project’s activities, and is responsible for recordkeeping and reporting to IRS and state agencies on behalf of the Project Sponsor may charge a reasonable fee for its administrative services

42. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 42 15. Have you considered alternatives to incorporation and tax exemption? (cont’d) (B) Fiscal Sponsorship (cont’d) Good idea for new groups; allows them to focus on developing their programs Often temporary/short-term arrangements – can be an interim step on the road to incorporation and tax exemption Many different ways to structure a fiscal sponsorship. A written agreement is recommended and can be tailored to the needs of each Sponsor and Project

43. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 43 Ingredients for Success Clear Mission “Market” Niche – need for organization Business and Budget Planning Adequate Sources of Funding Strong Administrative Skills Committed Board Members Committed Volunteers Appropriate Staff

44. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 44 Resources IRS website offers online training on a wide range of subjects relevant to maintaining tax-exempt status: www.stayexempt.org IRS Publication 557 explains the process of applying for tax- exempt status: www.irs.gov/pub/irs-pdf/p557.pdf Center for Nonprofit Management booklet “Get Ready, Get Set! What You Need To Know Before Starting a Nonprofit”: www.cnmsocal.org/images/downloads/startinganonprofit_get readygetset.pdf Center for Non-Profits booklet “Thinking of Forming a Non-Profit? What to Consider Before You Begin”: www.njnonprofits.org/ThinkingOfFormingDesc.html BoardSource booklet “Starting a Nonprofit Organization”: www.boardsource.org/dl.asp?document_id=17

45. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 45 Resources (cont’d) American Bar Association “Tool Kit” for laypersons and lawyers that outlines the process of completing the IRS Application for Tax Exemption: www.npaction.org/resources/tetk.pdf Foundation Center’s tutorial on starting a nonprofit: http://foundationcenter.org/getstarted/tutorials/establish Information on other charities: GuideStar: www2.guidestar.org Charity Navigator: www.charitynavigator.org The Pro Bono Partnership website contains many publications: www.probonopartner.org/Pages/Publications/all- publicationsfaqs-x

46. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 46 Resources (cont’d) Resources for Developing a Business Plan: SCORE: www.score.org/business_toolbox.html U.S. Chamber of Commerce Small Business Nation: www.uschambersmallbusinessnation.com/toolkits/start- up U.S. Small Business Administration: www.sba.gov/category/navigation-structure/starting- managing-business/starting-business

47. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 47 Questions about Philadelphia VIP’s services, this presentation, or other legal questions? Call us at 215-523-9564!

48. www.probonopartnership.org Copyright 2011 Pro Bono Partnership. All rights reserved. No further use, copying, dissemination, distribution or publication is permitted without express written permission of Pro Bono Partnership. 48 Please Note IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing, or recommending to another party any transaction or matter addressed herein. This presentation is provided as a general informational service to clients and friends of the Pro Bono Partnership. It should not be construed as, and does not constitute, legal advice on any specific matter, nor does this presentation create an attorney-client relationship. You should seek advice based on your particular circumstances from an independent legal advisor.