About the Third Edition Authors

Transcription

1 Advising California Nonprofit Corporations About the Third Edition Authors REYNOLDS T. CAFFERATA, a partner with the Los Angeles firm of Rodriguez, Horii, Choi & Cafferata LLP, advises charitable organizations and individuals regarding complex charitable gifts, charitable trusts, donor-advised funds, private foundations, support organizations, and other gift mechanisms and counsels corporate fiduciaries regarding the management of charitable trusts. He is a fellow of the American College of Trust and Estate Counsel and has served as chair of the Exempt Organizations Committee of the Los Angeles County Bar Association. He is also a frequent speaker on complex charitable gifts and trusts and has authored numerous articles on the subject. Mr. Cafferata received his B.A. from George Washington University (summa cum laude), and his J.D. from the University of Southern California, where he was a member of the Order of the Coif. He is an author of chapter 4 (Donor Funds, Private Foundations, and Supporting Organizations). STEVEN J. CHIDESTER, a partner in the Rancho Santa Fe office of Luce, Forward, Hamilton & Scripps LLP, practices in the areas of estate planning, trust and estate administration, charitable giving, and the representation of tax-exempt organizations. Mr. Chidester has represented exempt organizations in civil and probate court and before states Attorneys General and also has considerable experience designing and using computer modeling to show the economic consequences of various estate planning and charitable giving techniques. He is a frequent writer and speaker on charitable giving issues. Mr. Chidester received his B.A. from Brigham Young University, cum laude, and his J.D. from Brigham Young University, magna cum laude, and clerked for the Honorable Gilbert S. Merritt in the Sixth Circuit Court of Appeals. Mr. Chidester is an author of chapter 1 (Attorney s Role During Formation and Operation). WILLIAM C. CHOI, a member of the Los Angeles firm of Rodriguez, Horii, Choi & Cafferata LLP, specializes in the areas of tax-exempt organizations and state and local taxation. He has served as a member of the Executive Committee of the California State Bar Taxation Section and as Chair of the Exempt Organizations Committee, Taxation Section, of the Los Angeles County Bar Association. Mr. Choi received his B.S. (Highest Honors) from San Jose State University, and his J.D. from the University of Southern California, where he was a member of the law review. He is the author of chapter 11 (Property Tax Exemption for Nonprofit Organizations). LANI MEANLEY COLLINS, a partner at Collins & Associates, Santa Barbara, specializes in nonprofit and tax-exempt organizations and estate and trust planning and administration. Ms. Collins has over 30 years of experience in estate, gift, generationskipping, and property tax planning and charitable planned giving. She has also acted as an

2 outside in-house counsel to local, regional, and national tax-exempt organizations. She is a past chair of the Nonprofit Organizations Committee of the Business Law Section of the California State Bar and is immediate past president of the Estate Planning Council of Santa Barbara. She is a frequent speaker and instructor on estate planning and exempt and nonprofit organizations. Ms. Collins received her B.A. with highest honors from the University of California, Santa Barbara, where she was elected to Phi Beta Kappa, and her J.D. from Cornell Law School. She is a certified specialist in Estate Planning, Probate & Trust Law by the Board of Legal Specialization of the State Bar of California. Ms. Collins is an author of chapter 1 (Attorney s Role During Formation and Operation). GREGORY L. COLVIN, a principal and Chair of the Board of the San Francisco firm of Adler & Colvin, a Law Corporation, specializes in nonprofit and tax-exempt law. He is the co-chair of the Subcommittee on Political and Lobbying Organizations and Activities of the Exempt Organizations Committee of the ABA Section of Taxation. Mr. Colvin is also an adjunct professor at the University of San Francisco Institute for Nonprofit Organization Management, author of numerous publications, and a frequent speaker at seminars on IRS political and lobbying rules. He received his A.B. (magna cum laude) from the University of Washington, where he was elected to Phi Beta Kappa, and his J.D. from Yale Law School, where he served on the Board of Editors of the Yale Law Journal. Mr. Colvin is an author of chapter 19 (Legislative and Political Activities). KENNETH G. COVENEY is a partner at Dostart Clapp Gordon & Coveney, LLP, San Diego, and an Adjunct Professor of Law in the University of San Diego Graduate Tax Program. Mr. Coveney s practice is devoted to estate and transfer tax planning, estate and trust administration, tax-exempt organizations and general tax consultation, with a focus on the creation, protection, and disposition of client assets. Mr. Coveney earned a B.C.E. from Santa Clara State University; his law degree from Stanford University, where he was elected to the Order of the Coif; and his LL.M. in Taxation from New York University School of Law. He is an author of chapter 12 (Required Tax Filings, Recordkeeping, Reporting, and Rights of Inspection) and chapter 16 (Management of Charitable Funds). JEFFREY D. DAVINE, a partner in the Los Angeles firm of Mitchell Silberberg & Knupp LLP, specializes in taxation, including representation of nonprofit entities and charitable gift planning. He chairs the Entertainment and Tax Committee of the Los Angeles County Bar Association Taxation Section and is past chair of the Los Angeles County Bar Association Young Tax Lawyers. He is a frequent writer on charitable giving and other taxation issues. He received his B.S. from the University of California, Berkeley, where he was elected to Phi Beta Kappa, and his J.D. from the University of California, Los Angeles, School of Law. Mr. Davine is the author of chapter 15 (Charitable Giving). JILL S. DODD is a partner in the San Francisco office of Manatt, Phelps & Phillips, LLP. Her practice focuses on the representation of charitable organizations, and on trusts, estates, and wealth transfer planning for very high net worth individuals and families, with a particular emphasis on planned charitable giving. She acts as outside general counsel to charitable organizations of all sizes, from large community foundations to operating charities to private family foundations, and counsels very high net worth individuals in all aspects of gift, estate, and philanthropic planning. Ms. Dodd is immediate past president of

3 the Board of Directors of the Northern California Planned Giving Council, was voted a California Super Lawyer for 2007 and 2008, and was voted one of the Best Lawyers in America for She is a frequent speaker on charitable giving and nonprofit management issues. Ms. Dodd received her B.A. from Oberlin College (highest honors) where she was elected to Phi Beta Kappa, an M.A. from Harvard University, and her J.D. from the University of California, Berkeley, School of Law. Ms. Dodd is an author of chapter 18 (Tax-Exempt Financing for Nonprofit Corporations). PAUL J. DOSTART is a partner in the San Diego firm of Dostart Clapp Gordon & Coveney, LLP, and an Adjunct Professor of Law in the University of San Diego Graduate Tax Program. Mr. Dostart primarily counsels tax-exempt organizations on tax compliance, corporate governance, and fiduciary issues. He is a Life Fellow of the American Bar Foundation, a fellow of the American College of Tax Counsel, and former chair of the San Diego County Bar Association Tax Law Section. He is the 2009 chair of the Tax Exempt Organizations Committee of the California State Bar Taxation Section, and an officer of the Exempt Organizations Committee of the ABA Section of Taxation. Mr. Dostart received his B.S. from the University of Iowa, his J.D. from the University of Houston, and his LL.M. in Taxation from New York University. He is registered as a CPA in Illinois. He is an author of chapter 12 (Required Tax Filings, Recordkeeping, Reporting, and Rights of Inspection) and chapter 16 (Management of Charitable Funds). CHERIE L. EVANS is a partner in the San Francisco firm of Evans & Rosen LLP. She primarily counsels nonprofit and tax-exempt organizations on corporate and tax law issues. Ms. Evans is the vice chair of legislation for the Nonprofit and Unincorporated Organizations Committee of the California State Bar Business Law Section. She received her B.A. (cum laude) from California Polytechnic State University, her J.D. from Pepperdine University School of Law, her LL.M. in Taxation (with honors) from Golden Gate University School of Law, and her LL.M. in French and European Community Law from Université Paris 1 Panthéon-Sorbonne. She is the Executive Editor of the book, as well as an author of chapter 2 (Choice of Entity Considerations). She also authored the Table of Corporations Code Default Provisions in chapter 7. ROSEMARY E. FEI is a principal in the San Francisco firm of Adler & Colvin, a Law Corporation, and specializes in nonprofit and tax-exempt law, with emphasis on nonprofits lobbying and partisan political activities and on corporate governance. Ms. Fei is on the Board of Directors of The Conservation Campaign; a member of the Exempt Organizations Committee of the ABA Section of Taxation; the former chair of the Board of Redefining Progress; and a former director of the Center for Lobbying in the Public Interest, CompassPoint Nonprofit Services, and The Marine Mammal Centers. She also serves on the Public Policy Steering Committee of Northern California Grantmakers. Ms. Fei frequently speaks on IRS political and lobbying rules and on corporate governance and fiduciary duties of nonprofit directors. She received her B.S. (summa cum laude) from The Wharton School, University of Pennsylvania, and her J.D. (cum laude) from Harvard Law School. Ms. Fei is an author of chapter 19 (Legislative and Political Activities). M. CARR FERGUSON is senior counsel at Davis, Polk & Wardwell, New York, New York, and a visiting Professor of Law at the University of San Diego Graduate Tax

4 Program. As a member of the Davis, Polk & Wardwell Tax Controversy Practice Group, his practice includes federal and international taxation of corporations and individuals, principally in the areas of business transactions, including sales, acquisitions, financing, and insolvency arrangements. Mr. Ferguson is a former trial attorney for the United States Department of Justice and served as the Assistant Attorney General of the United States in charge of the United States Department of Justice Tax Division. He was also a professor of law for many years at Iowa State University, Stanford University, and New York University, where he was the Charles L. Denison Professor of Law. Mr. Ferguson is the author of several books and articles on federal taxation. He is a member of the American Law Institute, a fellow of the American College of Tax Counsel, and former chair of the ABA Section of Taxation as well as the 2008 recipient of its Distinguished Service Award. Mr. Ferguson received a B.A. and an LL.B. from Cornell University and an LL.M. in taxation from New York University School of Law. He is an author of chapter 12 (Required Tax Filings, Recordkeeping, Reporting, and Rights of Inspection) and chapter 16 (Management of Charitable Funds). ERIC K. GOROVITZ, a principal of the San Francisco firm Adler & Colvin, a Law Corporation, practices in the areas of nonprofit and tax-exempt legal issues, with an emphasis on political advocacy and nonprofit corporate governance. He has served as consumer attorney at Hersh & Hersh, San Francisco, and is a member of the California Political Attorneys Association, the ABA Section of Taxation, the California State Bar Association, and the Bar Association of San Francisco. Mr. Gorovitz has published and spoken widely on nonprofit legal and advocacy issues and has conducted many trainings for nonprofit organizations. He received his B.A. from Cornell University, his J.D. from Georgetown University Law Center, and his M.P.H. from Johns Hopkins University. He is an author of chapter 19 (Legislative and Political Activities). CAROL K. KAO is a partner in the San Diego and Rancho Santa Fe offices of Luce, Forward, Hamilton & Scripps LLP, and specializes in estate planning, probate and trust administration, charitable giving and nonprofit and tax-exempt organizations. She is a fellow in the American College of Trust and Estate Counsel. Ms. Kao is also a CPA in California. She is the past chair of the Tax Exempt Organizations Committee of the California State Bar Taxation Section. She is also a former member of the Executive Committee of the California State Bar Trusts and Estate Section. Ms. Kao received her B.A. from the University of California, Los Angeles, and her J.D. from the University of Southern California. She is an author of chapter 14 (Regulation of Fundraising). PAMELA S. KAUFMANN, a partner in the San Francisco firm of Hanson Bridgett LLP, specializes in nonprofit corporations and tax law, senior care and housing, and health care law. She is a former chair of the Tax Exempt Organizations Committee of the California State Bar Taxation Section and a member of various committees and organizations in the senior care field, including the Legal Committee of the American Association of Homes and Services for the Aging. Ms. Kaufmann frequently writes and speaks on issues of interest to the nonprofit and tax-exempt sector. She received her B.A. (with distinction in all subjects) from Cornell University and her J.D. from the University of Virginia. Ms. Kaufmann is the author of chapter 13 (Nonprofit Operations).

5 OFER LION serves as counsel in the Los Angeles office of Hunton & Williams LLP, where his practice focuses on tax-exempt organizations and nonprofits, including health care organizations, colleges and universities, academic and research institutions, public charities, private foundations, and private operating foundations. He has represented such institutions in a wide range of tax, transactional, corporate, governance, and fiduciary matters. Mr. Lion received his B.A. from Pennsylvania State University in 1997, and his J.D. from the University of California, Los Angeles, School of Law in He was named as a Super Lawyers Magazine Southern California Rising Star in 2011, 2012, and He is a member of the American Bar Association Tax Section, Exempt Organizations Committee, and is Co-Chair of that Committee s Subcommittee on Unrelated Business Income Tax (UBIT). He is also a member of the California State Bar Association Taxation Section, Tax-Exempt Organizations Committee, and is past Chair of the Los Angeles Bar Association, Exempt Organizations Practice Group. He has been quoted as a tax-exempt organizations authority in numerous news stories, including on NPR, in the New York Times, and in the Wall Street Journal, and taught a course in tax-exempt organizations as an adjunct professor at the University of California, Los Angeles, School of Law. Mr. Lion is an author of chapter 17 (Taxation of Investment and Business Activities). JOAN M. MURPHY is an Assurance Partner at PricewaterhouseCoopers LLP, where she specializes in providing audit and accounting services for higher education and not-forprofit organizations, including private, public, and community foundations; colleges and universities; and governmental entities. Ms. Murphy is an instructor and editor of PricewaterhouseCoopers s governmental, higher education, and not-for-profit industry training courses. She has been a member of the planning committee for the AICPA s Financial Executive Forum for Not-for-Profit organizations, which is a national conference held annually. She also has been a moderator and panelist at several presentations hosted by this conference as well as other industry conferences. Ms. Murphy received her B.A. from Sonoma State University in 1983, and her California CPA license in March She is a member of the American Institute of Certified Public Accountants (AICPA) and the California Society of CPAs. She is a co-author of chapter 21 (Financial Accounting for Notfor-Profit Organizations). JEFF C. NGUYEN, a partner in the San Francisco office of Manatt, Phelps & Phillips, LLP, specializes in the representation of tax-exempt organizations and advises a broad range of organizations on all aspects of their operations. He has represented tax-exempt organizations in resolving complex disputes with the IRS and state authorities, in obtaining IRS private letter rulings on novel issues, and in the acquisition of charitable subsidiaries and assets in the domestic and international arenas. He has served the charitable community in various volunteer capacities, including serving on several nonprofit governing boards and committees and advising a number of other charitable organizations on a pro bono basis. Mr. Nguyen received his B.S. from Oregon State University, his J.D. from the University of California, Hastings College of the Law, and his LL.M. from Golden Gate University. Mr. Nguyen is an author of chapter 18 (Tax-Exempt Financing for Nonprofit Corporations). LANCE H. OLSON is a partner in the Sacramento firm of Olson Hagel & Fishburn LLP, where his practice areas include politics, elections, ethics, lobbying, campaign initiatives,

6 and conflict of interest law. He served as an Adjunct Professor at the McGeorge School of Law, teaching election law from 1996 through He was a member of the Bi-Partisan Commission on the California Political Reform Act. He is a member and past president of the California Political Attorneys Association from 1989 to 1990 and a member of the Democratic National Committee National Lawyers Council. Mr. Olson received his B.A. from California State University, Sacramento, and his J.D. from the McGeorge School of Law, University of the Pacific. He is an author of chapter 19 (Legislative and Political Activities). SHANNON M. PARESA, of counsel at the Los Angeles firm of Rodriguez, Horii, Choi & Cafferata LLP, practices in the areas of California nonprofit corporations law, federal and California tax exemption, and California state and local taxation. She received her B.B.A. from the University of Hawai i at Manoa, and her J.D. from the University of California, Los Angeles, School of Law. She is an author of chapter 4 (Donor Funds, Private Foundations, and Supporting Organizations) and chapter 11 (Property Tax Exemption for Nonprofit Organizations). STEPHANIE L. PETIT is a principal in the San Francisco law firm of Adler & Colvin, a Law Corporation, which specializes in the representation of nonprofit organizations and their donors, with an emphasis on tax and corporate matters. Ms. Petit serves as the editor of the Exempt Organizations Department of the Journal of Taxation and is a member of the ABA Section on Taxation. She has served as an adjunct faculty member at the University of San Francisco s Institute for Nonprofit Organization Management and regularly teaches continuing legal education classes and speaks on nonprofit law. Before joining Adler & Colvin, Ms. Petit practiced general business law and served as a law clerk to the Honorable Sidney R. Thomas of the U.S. Court of Appeals for the Ninth Circuit. Ms. Petit received her A.B. (cum laude) in 1995 from Princeton University and her J.D. in 1998 from the University of California, Berkeley, School of Law, where she was a member of the Order of the Coif and an associate editor of the California Law Review. She is an author of chapter 3 (Planning for, Obtaining, and Maintaining Tax-Exempt Status). ARTHUR M. RIEMAN is a principal and managing attorney of the Law Firm for Non- Profits, P.C., Studio City. He specializes in nonprofit and exempt organization law. Mr. Rieman has served as a corporate lawyer and a plaintiff s employment and civil rights attorney, and as general counsel for a direct marketing firm. Before becoming a lawyer, he spent 6 years launching start-up telecommunications companies. Mr. Rieman received his MBA from the University of California, Los Angeles, and his J.D. in 1988 from the University of California, Los Angeles, School of Law. He co-founded The Cultural Planning Group, a nonprofits arts consulting firm, and has served on numerous nonprofits boards. Mr. Rieman writes and speaks frequently on nonprofit corporation operations and governance and is an author of chapter 14 (Regulation of Fundraising). CARLEY A. ROBERTS, a partner at Sutherland Asbill & Brennan LLP, Sacramento, specializes in state and local tax matters, as well as multistate tax matters, with particular proficiency in income and franchise tax, sales and use tax, gross receipts tax, and local tax. Ms. Roberts was listed as a Leading Lawyer, State and Local Tax, Chambers USA ( and ), has been recognized as a Northern California Super Lawyer in the

7 area of Tax ( ), was the Recipient of the V. Judson Klein Award in 2013, was the Chair/Chair Emeritus of the California Tax Policy Conference ( ), has been a member of the California State Bar Taxation Section Executive Committee ( ), and currently serves as an advisor to the Taxation Section Executive Committee. Ms. Roberts received her B.S., with honors, in 1996 from Brigham Young University, and her J.D., with honors, in 1999 from the Pacific McGeorge School of Law. She is an author of chapter 8 (Sales and Use Tax). BARBARA A. ROSEN, a partner with the San Francisco firm of Evans & Rosen LLP, advises nonprofit and tax-exempt organizations on governance and tax matters. She is a member and past chair of the Exempt Organizations Committee of the California State Bar s Taxation Section, a past member of the Executive Board of the Taxation Section, and a member of the ABA Taxation Section s Exempt Organizations Committee. She speaks and writes frequently on tax-exempt issues and is a co-author of several articles on these issues. She is an editor on Fishman & Schwarz, Nonprofit Organizations, Cases and Materials (2d ed 2001). Ms. Rosen is an associate member of, and professional advisor to, the Association of Small Foundations and is a member of the Northern California Planned Giving Council. She is an adjunct professor with the LL.M program of Golden Gate University and has taught at the University of California, Hastings College of the Law. Ms Rosen received her B.A. from Indiana University in 1973, an M.S. in Taxation from Golden Gate University in 1987, and her J.D. from the University of California, Hastings College of the Law, in Ms. Rosen is licensed to practice law in California and is also a licensed California CPA. She is an author of chapter 2 (Choice of Entity Considerations). CYNTHIA R. ROWLAND, a partner in the San Francisco firm of Coblentz, Patch, Duffy & Bass, LLP, specializes in counseling tax-exempt organizations on tax and corporate law issues. She has written numerous articles on current tax laws and tax issues of interest to tax-exempt organizations and charitable donors, frequently organizes seminars for taxexempt organizations and their advisers, and regularly lectures on topics in the field for the ABA Section of Business Law, the California State Bar, and other groups. Ms. Rowland is a past chair of both the Nonprofit Corporations Committee of the ABA Section of Business Law and the Tax Exempt Organizations Committee of the California State Bar Taxation Section. She received her B.B.A. in finance, with honors, from the University of Notre Dame, and her J.D. from the University of California, Hastings College of the Law. She is listed in Best Lawyers in America in the field of nonprofit/charities law. Ms. Rowland is the author of chapter 5 (Forming the Corporation and Beginning Operations), chapter 6 (Articles of Incorporation), and chapter 7 (Bylaws). LISA A. RUNQUIST is a principal of the Los Angeles firm of Runquist & Associates, and specializes in nonprofit organizations. She is a past chair of the California State Bar Business Law Section Nonprofit Organizations Committee and of the ABA Section of Business Law Committee on Nonprofit Corporations, its Subcommittees on Current Developments in Nonprofit Corporation Law and on Religious Organizations, and the Section of Taxation Exempt Organizations Subcommittees on Religious Organizations, State and Local Regulation, and Non-(c)(3) Exempt Organizations. Ms. Runquist is also the author of numerous publications, most recently principal author and editor of Guide to

8 Representing Religious Organizations (ABA 2009). She is also the author of the ABC s of Nonprofits (ABA 2005), and is a frequent speaker at seminars on nonprofit organizations. She received her B.A. from Hamline University and her J.D. from the University of Minnesota. Ms. Runquist is the author of chapter 20 (Corporate Changes). NANCY E. SHELMON, CPA, was a Senior Partner in the Not-For-Profit and Higher Education Services group of PricewaterhouseCoopers LLP. Before her retirement, Ms. Shelmon devoted her time at PwC to not-for-profit, higher education, and governmental entities. She received her B.S. in accounting from the University of Minnesota. She was a member of the American Institute of Certified Public Accountants (AICPA) s Not-for-Profit Expert Panel from 2001 to In addition, Ms. Shelmon was chair of the AICPA planning committee for the Annual Not-for-Profit Conference and was a speaker and panelist at the organization s conferences from 2001 to She is a co-author of Gross, McCarthy & Shelmon, Financial and Accounting Guide for Not-for-Profit Organizations (8th ed 2012), published by Wiley & Sons. She was the lead speaker for 8 years at the California CPA Society s annual nonprofit conference, and drafted the current version of the AICPA publication, Not-for-Profit Entities AICPA Audit and Accounting (2011). Ms. Shelmon was also a member of the group that developed the The AICPA Audit Committee Toolkit: Not-for-Profit Organizations (2010). She is Audit Chair for the Board of Directors of both the Los Angeles Urban League and the International Medical Corps. Ms. Shelmon is an author of chapter 21 (Financial Accounting for Not-for-Profit Organizations). WILLIAM C. STALEY, Woodland Hills, practices primarily in the areas of tax planning and general business law for closely held businesses and nonprofit organizations. He focuses on structuring, negotiating, and documenting business start-ups, reorganizations, acquisitions, and dispositions, business succession planning, and obtaining rulings on tax issues. He has special expertise in organizing, restructuring, reviving, and dissolving nonprofit corporations and private foundations. He is a past chair of the Taxation Section of the Los Angeles County Bar Association and is a member of the California State Bar Taxation and Business Law Sections and the American Bar Association Taxation and Business Law Sections. Mr. Staley received his B.A. from California State University, Northridge, and his J.D. in 1981 from the University of California, Los Angeles, School of Law. He speaks frequently to groups of attorneys, accountants, and other business advisors. He is the author of chapter 22 (Suspension, Forfeiture, and Revocation of Tax-Exempt Status). PATRICK B. STERNAL, formerly of the Los Angeles firm Runquist & Associates, works with nonprofit and business organizations, forming, maintaining, merging, and dissolving business and tax-exempt entities. He is the past chair of the Religious Organizations Subcommittee of the Nonprofit Corporations Committee of the ABA Section of Business Law, and a member of the Exempt Organizations Committee of the ABA Section of Taxation. He is also a member of the Exempt Organizations Committee of the California State Bar Taxation Section and the Nonprofit Organizations Committee of the California State Bar Business Law Section. He received his B.A. from Thomas Aquinas College, his J.D. from Ave Maria School of Law, and his LL.M. (with high distinction) from Loyola Law School. He is an author of chapter 2 (Choice of Entity Considerations).

9 FREDERICK R. VANDEVEER, a partner in the San Diego firm of Luce, Forward, Hamilton & Scripps LLP, specializes in estate planning, probate and trust administration, and tax-exempt organizations. Mr. Vandeveer is a past chair of the Tax-Exempt Organizations Committee of the California State Bar Taxation Section and a fellow of the American College of Trust and Estates Council as well as a member of its Charitable Planning Committee. He received his B.A. from the University of Utah and his J.D. from Brigham Young University. Mr. Vandeveer is an author of chapter 14 (Regulation of Fundraising). ROBERT A. WEXLER is a principal in the San Francisco law firm of Adler & Colvin, a Law Corporation, which specializes in the representation of nonprofit organizations and their donors, with an emphasis on tax and corporate matters. Mr. Wexler is an Instructor in Law at Stanford Law School, where he teaches the Law of Nonprofit Organizations, and he is also an Adjunct Instructor at the Institute for Nonprofit Organization Management at the University of San Francisco. He has served as a board member and officer on nonprofit boards, and he has been actively involved in the Volunteer Legal Services Program of the Bar Association of San Francisco. Mr. Wexler served as the editor of the Exempt Organizations Department of the Journal of Taxation for more than 10 years. He is a member of the ABA and an active participant of the Section of Taxation s Exempt Organization Committee, where he serves as co-chair of the Subcommittee on Unrelated Business Income Activities. Mr. Wexler received his B.A., magna cum laude, Phi Beta Kappa, from Brown University, and his J.D. from Columbia University. He is the author of chapter 3 (Planning for, Obtaining, and Maintaining Tax-Exempt Status) and also provided the Chart on Attributes of Corporations, Flexible Purpose Corporations, and Benefit Corporations in chapter 2. J. PATRICK WHALEY, a partner in the Los Angeles firm of Musick, Peeler & Garrett LLP, specializes in taxation and nonprofit and charitable organizations. He has served as chair of the Exempt Organizations Committee of the ABA Section of Taxation and the Los Angeles County Bar Association. He is a frequent speaker about the various legal problems of tax-exempt organizations and has authored numerous articles on this subject. Mr. Whaley received his A.B. from Pomona College, his LL.B. from Stanford University, and his LL.M. from New York University. He is the former Executive Editor of this book, as well as an author of chapter 8 (Sales and Use Taxes) and chapter 17 (Taxation of Investment and Business Activities of Tax-Exempt Corporations). GARY L. WOLLBERG, a partner in the San Diego office of Musick, Peeler & Garrett LLP, specializes in corporation law with a special expertise in representing nonprofit organizations in matters of formation, federal and state tax compliance, governance, capital financing, acquisitions, and dissolutions. He has served as chair of the Nonprofits Committee of the California State Bar Business Law Section, and has spoken and written frequently on corporations, nonprofit law, and business litigation. He received his B.A., summa cum laude, from the University of California, San Diego, and his J.D. from the University of California, Berkeley, School of Law. Mr. Wollberg is the author of chapter 9 (Directors and Officers) and chapter 10 (Members and Other Interested Persons).