Course Title: EDLD 509: LEGAL ISSUES FOR NONPROFIT ENTITIES Faculty:
Jane A. Rheinheimer, Esq. 619.515.1153 (off-campus office) 619.838.7175 (cell) 350 10th Ave., Suite 900 San Diego, CA 92101 Email: jar@mrsvlaw.com Home email: janeaross@hotmail.com Office Hours: By Appointment
Summary Description of Course: This course familiarizes students with the types of legal issues and problems they are most likely to encounter in the nonprofit sector. The course acquaints students with the basic legal forms of nonprofit enterprise and the differences in their structure, formation and corporate governance regimes. Students learn to recognize and deal with real-life legal issues and riskmanagement strategies including the preservation of tax-exempt status, handling conflicts of interest, interaction with the public including volunteers, wage and hour issues, sexual harassment and discrimination claims, etc. Insurance coverage for nonprofit entities will also be explored briefly. This course is intended to develop practical strategies for directors, administrators and managers including issue-spotting skills. The class will incorporate case study, problem-solving exercises and group projects based on real-life scenarios and on the practical experiences of students and faculty. Course Objectives: 路
To introduce students to the basic forms of nonprofit entities with particular emphasis on California law including differences with respect to organization structure, formation, governance, management, and treatment for tax purposes;
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To examine the roles and responsibilities of the board of directors, trustees, officers and managers, and members and to examine conflicts of interest in the nonprofit context;
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To recognize and reduce the potential liability of nonprofit entities to third parties outside of the organization;
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To prepare students to anticipate and address common employment issues posing legal risks to nonprofit entities, including hiring, grievances, discipline, and termination of employment;
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To give students practical strategies for handling employee performance issues, including performance reviews, investigation of harassment claims and avoiding retaliation claims;
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To familiarize students with insurance issues pertinent to the management of nonprofit entities;
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To prepare students to become knowledgeable consumers of legal and insurance services;
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To apply the principles and concepts discussed in the class through case analysis and group projects.
Statement of Academic Integrity - (with thanks to Professor Athena Perrakis) The code of academic integrity is not just rhetoric; forms of academic dishonesty, including but not limited to cheating, plagiarism, fabrication or facilitating academic dishonesty will not be tolerated in this class and may result in your suspension or expulsion from the University of San Diego. If you are unfamiliar with USD’s policy on academic integrity, please take time to read it. Anything you hand in to this class for credit must be written in your own words, exemplifying your own thoughts and ideas, and you must source any references you used in completing your work using the format of the APA 5th Edition Style Manual. Required Reading: All students are requested to purchase the following: 1. Guidebook for Directors of Nonprofit Corporations, American Bar Association; 2. The Employer’s Legal Handbook , Nolo Press. In addition to these required textbooks, other articles and reference materials will be distributed during class. Length of Program: Five weekly sessions, meeting Tuesday evenings from 6:00 p.m. to 8:50 p.m., beginning September 15, 2009 and ending October 13, 2009. Class will meet in Mother Rosalie Hill Hall, Room 137. Required Assignments/Grading Criteria: 1.
Weekly homework assignments/group projects
30% of grade
Individual and group projects will be assigned for class discussion and presentation. These assignments are an important part of the course and will help develop the problem-solving skills critical to successful practical application of the concepts learned. It is expected that students will produce written work of quality and that all members of a group will participate
meaningfully in group assignments and discussions. Failure to complete assignments will adversely affect grade. 2.
Class Participation
20% of grade
This course is a short five weeks’ duration and there is a lot of information to cover. Attending class and actively contributing to class discussion is a course requirement. Failure to attend class, and/or being unprepared for class will adversely affect grade. 3.
Final Examination
50% of grade
On the last evening of class, there will be a 1 ½ hour written final examination consisting of multiple-choice, true false, short answer and essay questions based on the concepts learned in the course. Curriculum: Week 1 - Tuesday, September 15, 2009, 6:00 p.m. - 8:50 p.m. Corporate Structure: We will introduce and compare the different forms of nonprofit entities, including differences in structure, formation, governance and management, with a specific emphasis on 501(c)(3) corporations. The class will discuss the various types of nonprofit entities, comparing and contrasting their attributes, with particular emphasis on formation, organizational documents including bylaws and articles of incorporation, the difference between membership and non-membership entities, and the general duties of corporate directors and trustees. Please come to class prepared to give a presentation of your nonprofit entity’s form of organization, structure, tax status and bylaws. Homework prior to first class: In addition to preparing your class presentation, please read chapters 1, 2 and 4 of the Guidebook for Directors of Nonprofit Corporations and come prepared to discuss. Week 2 - Tuesday, September 22, 2009, 6:00 p.m. - 8:50 p.m. Recurring Governance Issues: This class session will explore more deeply issues related to corporate governance, including recognizing and dealing with conflicts of interest, the role of the CEO/Executive Director and the board of directors, the legal role of volunteers within the organization and issues related to the organization’s potential legal liability to persons outside the organization. Homework prior to second class: Please read chapters 3, 7 and 10 of the Guidebook for Directors of Nonprofit Corporations as well as the handout materials from Week 1 and come to class prepared to discuss. Week 3 - Tuesday, September 29, 2009, 6:00 p.m. - 8:50 p.m.
Introduction to Employment Issues for Nonprofits: This week’s class will cover issues related to typical employment-related problems in the nonprofit workplace. We will take a look at Federal and state legislation and case law prohibiting workplace harassment and discrimination, examine California common law concepts regarding employment, and generally explore risk management techniques related to same using the employee handbooks from the students’ own organizations. A take-home project, due next class, will ask students to work in groups to prepare an employer’s written responses to an administrative complaint filed by a hypothetical employee. Homework prior to third class: Please read Chapters 1, 2, 3, and 11 of The Employer’s Legal Handbook and come prepared to discuss. Also, please read Chapter 8 of the Guidebook for Directors of Nonprofit Corporations. Week 4 - Tuesday, October 6, 2009, 6:00 p.m. - 8:50 p.m. Employment Issues for Nonprofits II: We will begin class by hearing group presentations of the employer’s responses to case studies. We will continue our examination of employment issues including wage and hour and benefits administration issues, workplace safety issues and the overlap of fair employment statutes, workers’ compensation statutes, and the Americans with Disabilities Act (ADA). Homework prior to fourth class: In addition to your written project, please read Chapters 6 through 10 of The Employer’s Legal Handbook. Week 5 - Tuesday, October 13, 2009, 6:00 p.m. - 8:50 p.m. Lessening Risk and Exposure - Insurance, Risk Management and Final Exam: We will spend the first half of class examining insurance for nonprofit organizations. We will look at the various types of coverage available to nonprofits (D&O, EPLI, general liability, workers’ compensation, etc.), the benefits and drawbacks of each, and the questions your organization should be asking before purchasing insurance. The final hour and a half of class (approximately) will be devoted to our final exam. I look forward to meeting all of you and to working with you this semester!