The Council on Foundations and The Foundation Center use the term “independent foundation” to describe those private foundations that are not closely associate with a for-profit corporation (company foundation) and do not have family members actively involved (family foundation).

Each topic described below is presented with a written, hard copy handout and a Power Point summary.  Each is designed to provide ample time for interactive questions and answers.  You may select any combination of presentations that will fit your program.

Legal Basics

Law & Foundations 101

This presentation takes a minimum of 2.5 hours and provides a basic introduction to the main legal concepts all board and staff members should know.  Key topics include: an explanation of Section 501(c)(3), fundamental differences between public charities and private foundations; differing charitable deduction limitations for donors giving to private foundations v. public charities; and excise tax penalties applicable to private foundations compared to Intermediate Sanction rules for public charities.

Top Ways Private Foundations Get Into Trouble

This popular 90-minute presentation covers six important subject areas: 1) Compensation for Board and Staff; 2) Tickets to Fundraisers; 3) Reimbursement for Travel Expenses; 4) Conflicts of Interest; 5) Grants to Non-charities; and 6) Use of Fiscal Agents.  [See more detailed description of each subject area below]

Conflicts of Interest

This presentation covers the broad range of different types of conflict of interest.  Some conflicts violate the law (federal or state). Others are more ethical conflicts or touch on best practices.  Topics included are self-dealing, intermediate sanctions, grants to organizations where board or staff are associated, and best ways to avoid or treat conflicts of interest.

Directors & Officers Liability Insurance

Based on Edie’s book, Directors and Officers Liability Insurance and Indemnification, this presentation covers several topics including: What is D&O insurance?  What does it cover?  What does it not cover? How does it differ from “indemnification?”  How common are claims against foundations? Who needs it?  What do other private foundations do about it?  What are the most important provisions in a good D&O insurance policy?

Terminating a Private Foundation Without Penalty

Each year many private foundations split, merge, close down operations entirely or convert to funds at community foundations or other public charities.  The procedure for termination must be done carefully to avoid substantial penalties.  For foundations considering such a change, this presentation covers the basics of private foundation termination and the legal process required to avoid unnecessary penalties.

Specific Private Foundation Rules & Penalties

Self-Dealing

With limited exceptions, all financial transactions with insiders (and their family members) that involve the use of foundation assets are prohibited and subject to penalty.  This presentation begins with a general explanation of the self-dealing rules and then highlights four specific areas of concern: 

•  Compensation for Board and Staff: What is reasonable?      
•  Tickets to Fundraisers: Who can use the ticket?
•  Reimbursement for Travel Expenses:  Who can be reimbursed?
•  Sharing Office Space:  Who pays expenses and how can they be split?

Excise Tax on Investment Income

All private foundations must pay an annual 2% (or 1%) tax on net investment income.  This presentation provides a clear explanation of how this tax is calculated and how a private foundation can qualify to pay only 1%.  The discussion will include a legislative update on efforts in Congress to repeal or reduce this tax.

The 5% Payout Rule

All private foundations must satisfy an annual minimum distribution rule equal to 5% of net investment assets.  This presentation takes the audience through a step-by-step calculation of this requirement and provides clear definitions for: average net investment assets, minimum distribution return, distributable amount and qualifying distributions (what expenditures count in meeting the 5% rule).

Grantmaking Issues

Due Diligence: Legal Requirements & Best Practices

Private foundations have a responsibility to see that their grants are used for charitable purposes.  What procedures and recordkeeping are required for grants to IRS-recognized public charities?  This presentation explores the legal requirements for grant review and provides examples of common best practices.

Expenditure Responsibility: Grants to Non-Charities

The law permits private foundations to make grants to organizations not recognized as charities (both domestic and non-U.S.) so long as specific procedures are followed and records are kept.  Based on Edie’s book, Expenditure Responsibility Step by Step, this presentation provides a clear explanation of the five basic requirements necessary to “exercise expenditure responsibility.”

Tipping & The Public Support Test

Most charities that receive grants from private foundations must annually satisfy a public support test that demonstrates that a significant portion of their support comes from a broad cross-section of the general public.  A large grant from one private foundation to a relatively small charity can “tip” the grantee out of public charity status into private foundation status.  This presentation summarizes the basics of the public support test, demonstrates how “tipping” can occur, and explains how private foundations can avoid any IRS penalties in such cases.

Fiscal Agents: A Trap for the Unwary

Private foundations are often tempted to use “fiscal agents” or financial intermediaries to avoid a variety of different legal requirements.  If not structured with care, these arrangements can backfire and cause multiple legal problems.  This presentation describes how to use fiscal sponsorships correctly and stay out of trouble.

International Grants

As the world becomes more globally interconnected, an increasing number of private foundations have interests in charitable giving that addresses concerns outside the United States.  Based on Edie’s book, Beyond Our Borders: Making Grants Outside the U.S., this presentation summarizes the basic legal requirements and provides detail on the most common procedures: equivalency determination and expenditure responsibility.

Lobbying & Public Policy

Private foundations are not permitted to lobby with certain limited exceptions, yet there are many ways to influence policy without lobbying.  Based on Edie’s book, Foundations & Lobbying: Safe Ways to Affect Public Policy, this presentation explains what is lobbying, what is not lobbying and the many ways private foundations can affect public policy without crossing the line. 

Scholarships & Other Grants to Individuals

The law requires more due diligence and recordkeeping for grants to individuals.  This presentation covers the legal requirements necessary for scholarships, fellowships, disaster relief, economic relief, prizes and awards.