Tag Archives: Nonprofit & Exempt Organizations (NEO)

Nonprofit Radio for October 4, 2021: Risk Management I

My Guest:

Gene Takagi: Risk Management I

Gene Takagi

You want to keep your nonprofit safe. To help you, Gene Takagi starts a 2-part mini-series on risk management. We kick off with indemnification. It sounds boring. But it’s a word with great significance for your board members, officers, employees; your contracts; even your sexual harassment policy. Gene is our legal contributor and the principal of NEO, the Nonprofit & Exempt Organizations Law Group.

 

 

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We’re the #1 Podcast for Nonprofits, With 13,000+ Weekly Listeners

Board relations. Fundraising. Volunteer management. Prospect research. Legal compliance. Accounting. Finance. Investments. Donor relations. Public relations. Marketing. Technology. Social media.

Every nonprofit struggles with these issues. Big nonprofits hire experts. The other 95% listen to Tony Martignetti Nonprofit Radio. Trusted experts and leading thinkers join me each week to tackle the tough issues. If you have big dreams but a small budget, you have a home at Tony Martignetti Nonprofit Radio.

Nonprofit Radio for July 5, 2021: Your 5-Point, 1-Hour Legal Audit

My Guest:

Gene Takagi: Your 5-Point, 1-Hour Legal Audit

Gene Takagi

Gene Takagi returns! He walks you through five quick checks of your nonprofit’s documents, processes and status, to make sure you’re on the right side of the law. Gene is our legal contributor and managing attorney at NEO, the Nonprofit & Exempt Organizations law group.

 

 

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Sendinblue: The only all-in-one digital marketing platform empowering nonprofits to grow.

 

We’re the #1 Podcast for Nonprofits, With 13,000+ Weekly Listeners

Board relations. Fundraising. Volunteer management. Prospect research. Legal compliance. Accounting. Finance. Investments. Donor relations. Public relations. Marketing. Technology. Social media.

Every nonprofit struggles with these issues. Big nonprofits hire experts. The other 95% listen to Tony Martignetti Nonprofit Radio. Trusted experts and leading thinkers join me each week to tackle the tough issues. If you have big dreams but a small budget, you have a home at Tony Martignetti Nonprofit Radio.
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[00:01:46.44] spk_0:
Hello and welcome to Tony-Martignetti non profit radio big non profit ideas for the other 95%. I’m your aptly named host of your favorite abdominal podcast and oh I’m glad you’re with me, I’d suffer the effects of pro so PAG nausea if I saw that you missed this week’s show. Eur 5.1 Our legal audit, jeanne Takagi returns, he walks you through the five quick checks of your nonprofits, documents, processes and status that make sure you’re on the right side of the law genius. Our legal contributor and managing attorney at neo the nonprofit and exempt organizations Law group on tony state too. Mayor Cooper, We’re sponsored by turn to communications pr and content for nonprofits. Your story is their mission turn hyphen two dot c o. And by sending blue the only all in one digital marketing platform empowering non profits to grow tony-dot-M.A.-slash-Pursuant in blue, what a pleasure to welcome as it always is, Jean Takagi back to nonprofit radio He is our legal contributor of course and managing attorney of neo the nonprofit and exempt organizations law group in SAN Francisco. He edits the wildly popular nonprofit law blog dot com and is a part time lecturer at Columbia University. The firm is that neo law group dot com and he’s at G attack. You certainly should be following him if you’re not. Uh it’s your life. Welcome back jean,

[00:01:57.19] spk_1:
Great to be back. tony How are you?

[00:02:03.54] spk_0:
Always a pleasure you’re smiling, I love it, thank you. How is everything going in san Francisco wise now? Late june

[00:02:08.14] spk_1:
well we’ve been having really comfortable, even chilly weather that Mark Twain quote, I don’t think it was actually Mark Twain, but about the coldest day spending a summer in san Francisco is uh somewhat apt right now, but I’m not envying the high temperatures up in my home country of the pacific northwest

[00:02:43.84] spk_0:
Oregon. I was just talking to AMY sample ward earlier today and yesterday too. And uh 116 she said it’s broken. It’s broken since then, but uh astronomically high temperatures for for three days in a row. They had.

[00:02:49.04] spk_1:
Yeah, unbelievable.

[00:02:54.14] spk_0:
Yeah, I know. Okay. But you’re you’re much more comfortable in san Francisco good complaints taking any time off this summer.

[00:03:00.84] spk_1:
Um I’m planning to go back to Canada once the borders are open to visit my mom and family, but no word on the official opening date yet, we’re hoping by August one.

[00:03:12.79] spk_0:
Okay, So Canada is still restricting us residents?

[00:03:16.74] spk_1:
Yeah, it’s still kind of closed off right now, but we’ll see when it opens up again. Okay.

[00:03:23.37] spk_0:
Okay. Maybe I’ve been paying more attention to Australia than I have Canada. I know, I know Sydney is on a new lockdown. All right, Where in Canada? Where is your family in Canada?

[00:03:33.44] spk_1:
In Vancouver? So in that pacific northwest?

[00:03:50.44] spk_0:
Yes. Right. Right. All right. So you have this nifty one hour, 5. for us. A review of documents and a process and your status. Why don’t you why don’t you get us started? But this is not this is a legitimate audit. Uh Not a uh this is not an Arizona style audit from.

[00:04:05.84] spk_1:
Yeah. And this is an accountant. Side it. So this is kind of your own internal check of do these things and you’ll sleep better at night knowing that you’re either okay or you know what you need to fix. So,

[00:04:12.32] spk_0:
okay, if you need to fix some things, you might need someone like, like you to help.

[00:04:28.54] spk_1:
Could be or you might even be able to do it yourself. So, some of the fixes are easy. Some of the fixes might be a little bit more difficult, but um, you should know where you stand. I think that’s that’s the first thing and that’s why

[00:04:32.36] spk_0:
for sure. First step, no, no your status. Okay. So so kick us off. What’s your what’s your first idea?

[00:05:48.04] spk_1:
So I think the first thing you look at is your articles or certificate of incorporation. That was your formation document to start out with. And you want to see what the purpose of the organization is. So the articles govern every other there the like the one ring that rules all the rings showing my geeky side. That’s the one document that rules all the other documents and there’s no superseding what the articles say. So the articles say in the purpose statement, what you do and you’ve evolved past that. Maybe there’s a geographic limitation that says you only operate in new york in the articles and, you know, 50 years ago, that was true. But since then, you’re, you know, you’re operating in the tri state area or also in California, whatever that may be your articles, we’ll tell you what you can and can’t do and if they’re so limiting and you’ve grown past it, you’ve got to fix that. So amending the articles would be the next step. But within that one hour, it’ll probably just take you two minutes to read that purpose statement and say, oh, this is right online with our mission statement or it’s so broad that it covers anything we might do now, we’re in the future. Or you might get that note that says, ah, because the geographic limitation or our purpose isn’t so specific anymore. We’ve expanded beyond that and we need to fix it. So that that’s the first thing.

[00:06:06.24] spk_0:
Why does this matter? Well, suppose we have evolved past what our articles of incorporation say. That’s an ancient document. Yeah, it got us started. Uh, it’s outlived its usefulness. What’s the difference?

[00:07:00.84] spk_1:
Well, it’s that one document that rules all that that still is in effect. So even though it was drafted and adopted a long time ago, that is the principle document that governs what you can do. So, if you’re doing something that you’re not allowed to do in your articles, you could actually be subject to a lawsuit that says you are operating and diverting charitable assets that were intended for this purpose. Which was your article in the Articles of Incorporation and now using it for another purpose. So that’s, that’s the big thing to, to, to worry about in terms of operating outside of your articles. How much is this enforced? Probably not very much absent a complaint from somebody, but if you have an unhappy board member or an unhappy donor that takes a look at the articles or an unhappy thunder, um, that can get you into some trouble. And it probably shows you that the very, very most basic step in your due diligence on your homework about making sure your organization is run properly. You missed. Um, and that could be a sign of other problems. So you want to fix that if it’s if it’s a problem, don’t lose too much sleep over it, but identify it and fix it if necessary.

[00:07:40.64] spk_0:
Alright, so you mentioned funders, I assume this is such a basic document. And we uh, you lawyers, me former lawyer would call them your organic documents because they are your your origin. This and the next one we’re gonna talk about your bylaws. Um, so these are, these are commonly asked for by by, by foundations or other other institutional funders,

[00:08:02.44] spk_1:
I wouldn’t necessarily say commonly, but they’re usually publicly available. Um, and so that means that anybody could ask for it and you would have to give it to them or more often it’s just available on the Secretary of State’s website or something where you could just alright file, you

[00:08:08.64] spk_0:
want to, you want to avoid embarrassment there too, if you like that. Um, What about financial purposes? Would would banks if you were opening up some kind of credit relationship or something, might they ask for your articles of incorporation?

[00:09:37.54] spk_1:
Yeah, that’s not so uncommon for a bank to take a look to see your formation document. They’re not going to be sort of regulating whether you’re operating within your purpose or not. But one thing to think about is that if a donor gives to you, and let’s say your purpose was to feed those experiencing homelessness in new york city. Um, and then 10 years later, oh, by the way, you want to turn into an arts organization that supports the opera in Manhattan. Um, you could do that by amending your articles and if you do something drastic like that, if, if your mission has evolved over time, quite distinct from what you originally planned and you never bothered fixing your articles, that could be seen as a serious breach and diversion of charitable assets. So a donor that donated to you would have expected you to be in compliance with your articles and may have donated based on that reliance that you’re helping the homeless rather than supporting the opera. And that’s another thing you need to avoid. So if you were raising funds under the old purpose, the funds that you raised are still stuck on that purpose, you can’t deploy those assets for a brand new purpose that you never informed, um, the government agency that has your secretary, your articles of incorporation filed, um, you can’t divert it for other purposes.

[00:10:00.84] spk_0:
Okay. And that’s, that’s probably the Secretary of State. Uh, well, it varies, I shouldn’t say, probably it’s right. Secretary of State in some states, some states, it’s the Attorney General’s Office has a charities bureau, that might be the office in some places.

[00:10:24.24] spk_1:
Yeah, So the Secretary of State or division of corporations or something like that would be the ones that are looking at your articles on the formation and then amending it. So they’re kind of a ministerial body. The Attorney General’s usually are your charities regulator. So they would be the ones that say you’re not, you’re using charitable assets for the wrong purpose.

[00:10:33.94] spk_0:
Okay, right. Because you are incorporated as a not for profit corporation in your state. So that’s why Gene, that’s why you’re saying you folks are incorporated as that in that way. So that’s why it would be whatever agency that regulates the corporations in your state,

[00:10:48.24] spk_1:
Right? That’s that’s how you would fix the articles and why you want to check check, because anybody else may be able to pull those articles from that, that department,

[00:11:38.34] spk_0:
you’re, you’re a nonprofit corporation, yep. Under state law, it’s time for a break. Turn to Communications, The Chronicle of philanthropy, The new york Times, The Wall Street Journal, usa Today stanford Social Innovation Review, the Washington post, the Hill Cranes, nonprofit quarterly Forbes Market Watch. That’s where turned to clients have gotten exposure. Do you want that kind of exposure Turn to has the relationships that can make it happen? Turn hyphen two dot c o. Your story is their mission. All right. So I mentioned, uh, the second check of our five is your bylaws remind folks what the purpose of the bylaws are and what are we looking for here?

[00:14:33.14] spk_1:
The bylaws are pretty much the instruction manual for how your organization is governed by governed. I mean, sort of board of directors, how they operate, how they meet, who are the officers of the organization? What authority do they have? What committees do they have? Um, and so really are more specific than the articles of incorporation, although they have to be consistent with the articles because again, the articles rule all. Um, but in an hour you won’t be able to review your whole bylaws. But what I suggest here in that one hour audit is check the provisions on how directors are selected. So there may be a regular election process where the board is called self perpetuating the board elects its own successors. But oftentimes organizations will forget to elect their directors. You know, when their term ends. That might say the term is two years or three years, um, and they just let directors keep serving until they want to resign. Well, that’s a problem. Um, so making sure that you are fulfilling the requirements uh, about director elections is really important. And sometimes directors are selected through other methods. They might be appointed or designated by another party or an individual. And that’s pretty common in private foundations, a little less common in public charities. But if you have those type of provision in your bylaws, you want to make sure that the person who is appointing or designating them is actually doing so. Uh, and you want to make sure that you’re sort of following all the provisions about, well, how elections are supposed to be run if they’re nominating processes or anything else, if you’re not complying with those, get rid of them. Um, and, and state exactly how you are electing directors. And and that’s that’s what you should really check, because if you enter into a big transaction, like a merger or you’re going to get into a big lease, oftentimes, the other party may want to see your bylaws. Um, and you are making representations in that contract of saying that we are in compliance with all of our organizational documents, uh, and by not checking whether you are or not, especially on the selection of directors, which is maybe the most important thing in your bylaws. Um, that’s that’s a huge red flag and they let the other party off the hook to be able to cancel that contract that you entered into and kick you out if it’s a lease or blow the merger up. So you want to make sure if you’re making those type of representations that you are compliant, and again, it’s just basic compliance. That’s one of the, you know, top five, I would say, to make sure your directors are regularly elected. So you want to make sure you cover your bases just to look like a good corporate citizen.

[00:15:03.34] spk_0:
And part of what you’ll find in the Bye laws is how to amend the bylaws. So if you find that you’re not complying with what the bylaws are. Either I get you either amend the bylaws to, to the way you are practicing now or conform your practice to what the bylaws says. But but if you need to amend the bylaws in the by laws, that should say how to amend them right with some majority or other vote of the board members, I presume.

[00:15:24.14] spk_1:
Yeah, absolutely. So if it’s really simple, it’ll say you can amend it by action of the board, but there are some complicated amendment provisions as well. So now we’re digging a little deeper. So if we do need to amend it, we’re going to go more than an hour on our overall legal review. Okay? Yeah. It is something you’re going to need to do and you want to check in that case. If you can get, if you have the resources to afford a lawyer, can get a pro bono lawyer, have them help you with the amendment to the bylaws. That’s a pretty major action.

[00:16:02.34] spk_0:
Okay. Okay. Well, yeah, but we’re just that were the exploratory state. This is an audit. We’re not, we’re not doing the corrective actions were preparing. We’re preparing our auditor’s report. So we know we know we’re uh we we’re okay. Sleeping soundly. We’re not we don’t have any time bombs that we’re not aware of. The unknown unknowns. We don’t have any of those because we’re digging. Okay? But then if you need to go further beyond the the hour, you probably should read all your by laws to make sure that everything you’re doing is in compliance with what you say you’re supposed to be doing.

[00:16:17.94] spk_1:
Yeah. And, you know, even before you hire a lawyer, it would be a great idea for cost efficiency to figure out what you actually do that’s compliant with the bylaws and wherever you’re not compliant. So you can just make that list for the lawyer to say, oh, we haven’t been doing this. Can you help us fix it?

[00:16:48.14] spk_0:
Okay. Right. And then, Right. And there are gonna be provision of state law, right? That are going to govern some of the actions, depending on what they are. All right. That’s where we get too much in the weeds. Okay. That’s why you need. That’s why it’s good to have some help. Either paid or pro bono. So, you know, you’re complying with state law if you need to amend your bylaws.

[00:16:50.74] spk_1:
That’s right.

[00:16:58.84] spk_0:
Okay. Cool. I say I’m trainable. I’m training through the years. I’ve picked up some things from you. Um, All right. What’s our what’s our number three of five?

[00:17:25.34] spk_1:
So number three is because fundraising is so important, of course, for for non profit organizations, you want to make sure that you are helping your donors as well. And if you don’t have the right language and your donor receipt, a donor might not be able to take a charitable contribution deduction if audited and might get it reversed on them. So it’s really important to know what you need to put in a donation receipt.

[00:17:32.64] spk_0:
Okay. Um, and we know that, uh, for donations of $250 or more, that’s when, that’s when you have to issue the receipt.

[00:19:06.04] spk_1:
Yes. So that is for for donors, the donor might need just a check, you know, their, their return check for, or a copy of the check for a donation of $100 until they take a deduction for that may be enough. But if it is $250 or more, they need a special receipt coming back from the charity. Uh, and in that receipt, of course, it’s, you know, the name of the donor and the amount donated. And if there’s non cash stuff, a description of that stuff. But what’s key is there has to be a specific sentence in there that says something to the effect of, um, no goods or services were provided by the organization in return for this contribution. Um, or if there was something that was given back to the, to the donor in exchange, that wasn’t just very trivial. And what lawyers called the minimus jargon jail there, but uh, for something so so trivial and small, like a little sticker or something, you don’t have to value that. But if it’s something like a ticket to a concert, um, it’s kind of like the same type of receipt for those of you out there that attend a gala event and you get the chicken dinner that comes with your, you know, uh, Attendance and you spend $100 on a ticket, you get some sort of receipt that comes back to you saying Thank you for your $100 by the way, $25 with the value of your chicken dinner. So you can get a charitable contribution deduction of up to $75. So that’s the same type of thing that you would expect here.

[00:20:00.94] spk_0:
The other, the other place this plays out a lot is uh schools with sporting events. When people make a donation and maybe in exchange for their donation, they get a ticket package of some value. So you have to report that reveal that ticket value in your receipt or your acknowledgement letter. The other thing we didn’t mention is okay, Okay. Um also the date of gift, which which becomes important at the end of the year. Some, you know, some last minute december 30 december 31 gifts might not get processed until early january, but the gift was received On December 30 or 31st. So you want to make that? Make that clear?

[00:20:54.04] spk_1:
Yeah. Absolutely. And the I. R. S. Has a publication. If you if you google I. R. S. Sort of donor receipt, you’ll probably find the publication that tells you exactly what elements that you should include on a receipt. And when it’s triggered, we talked about $250 or more. There’s also something called the quid pro quo, which we talked about as well. The chicken dinner type contribution. So there’s certain elements that need to be put in depending upon that gift. And what else comes back to the donor in return. Just take a quick look at that but make sure your donor received has that language if nothing is returned back to the donor that it actually states that because in every legal case where the I. R. S. Tries to deny a deduction and the donor fights it, this could sometimes be for like a million bucks or two million or $10 million. The IRS always wins because the plain language of the statute says if you don’t have this language you don’t get a deduction and it’s hard to fight. Even if you think for moral reasons of course they gave this gift and they should get a deduction and it’s just one little sentence or phrase that’s missing. That’s ridiculous. But that’s the law.

[00:23:26.04] spk_0:
It’s time for Tony’s take two Mr cooper. If you were a fast listener last week, you would have listened on monday and you would have heard a nonprofit radio with an inappropriate Tony is take two. I made a inappropriate joke about drug addiction and boasted about privilege without bothering to acknowledge it. If you heard that show that had that version of tony state too, I’m sorry you had to listen to that. I regret that I recorded it. I thank the team at N 10 and Amy Sample Award for Pointing out the inappropriate Tony’s take 2 to me. They did it on monday by Tuesday morning. There was a new version of nonprofit radio with a different Tony is take two. I hope it never happens again. If it does, I hope you and your fellow listeners. Well, let me know that is tony state too. Now, back to your 5.1. Our legal audit. The publication you’re referring to is uh, 526. It’s, it’s written, it is very, really, very valuable. Um, It’s written for donors to tell them what they need to substantiate. But nonprofits can use it to make sure that they’re giving their donors what they need to make the substantiation. So, uh, you’re right. It’s online it’s publication 526 and it it goes through all the rules that your donors have to follow. So you can help them by reading that right by checking that out as well.

[00:23:27.70] spk_1:
And there’s a little brochure to. That’s a summary of the things that we talked about which is even shorter so at least use that.

[00:24:29.04] spk_0:
Yeah. Yeah 5 26 is pretty long but it’s got a link herbal or linked table of contents to, so there’s there’s some help. The I. R. S. Is I mean the folks are trying to do their jobs. I always I always feel bad for the I. R. S. I don’t know that’s a tough job, beleaguered agencies and nobody wants to pay them or do what they nobody wants to be uh questioned by them. People’s hearts race when they get an envelope from them, you know? But overall I mean I think for as broad as their work is I credit them and I think I think the I. R. S. Is I think they’re doing a good job as best they can with being having the reputation that they have and all this being so politicized through the years and etcetera. So I’ve never been audited though too. So maybe if I had been privately audited maybe maybe my opinion of the I. R. S. Would be different. I don’t know. Have you ever been audited jean?

[00:25:10.94] spk_1:
I have been when I left a big firm and opened my own firm, my income went down that first year dramatically because I left the big firm with no clients. So that triggered an audit. What are you doing? Okay. I’ll just say yeah the audit room at the I. R. S. Office is a very very depressing place where people are married. They’re scared out of their lives. It was academically it was kind of interesting for me because I had no no problems with explaining it. Um But uh yeah I could see the nerves or feel the tension in that office for both the IRS agents and the taxpayers. Okay.

[00:25:26.64] spk_0:
I’m glad you you stayed out of you stayed out of prison. Right. No fine. Okay. Okay. Just settled out. You settled uh admitted no guilt, admitted no wrongdoing and settled. All right. What’s next in our in our five points?

[00:26:45.04] spk_1:
Um So this one is kind of a little bit of a no brainer but I think just make sure you you’re standing with the I. R. S. Still says you have five oh one C. Three status. So I think it’s a good idea to check because your donors will be checking. Especially your funders will be checking. And it’s so simple to do, literally, if you’ve done it a couple times, you can do it in under a minute. Um, So the, you know, if you google I. R. S. And T. E. O. S, which stands for tax exempt organizations search. So I. R. S. Taos you’ll get the website where you just enter the organization’s name or E. I. N. And it’ll spit out a link and you link to your organization’s name and it’ll tell you if you’re five oh one C three, non or not. And whether you’re a public charity, which may be an important distinction for some organizations, a public charity would be obviously not a private foundation and not subject to all those other rules, uh, that private foundations are subject to. But if you don’t get the numbers right, you can actually tip over into private foundation status. Um So it’s an important thing for some organizations to keep track of to make sure you’re still five or once you re exempt uh And a public charity in the I. R. S. Views and that’s updated nearly weekly. So um you have a good sense of where you actually stand and again take you a minute or two minutes to find that

[00:27:00.84] spk_0:
jean. Was that like three or four years ago when tens of thousands or maybe hundreds of thousands of organizations lost their exempt status because they hadn’t filed their their nine nineties for three consecutive years. I’m sure you remember that, What was that like 34 years ago or

[00:28:19.84] spk_1:
I think it was even longer, so I think it might have been Gosh, close to seven or eight years ago. Um and about 600,000 organizations, I believe tax tax exempt status. So it was a huge number um partly because smaller some organizations just weren’t running anymore. And the I. R. S. Doesn’t know when you stop running. So they’re just on the list of on their list and they were dropped off but many were actually running and just didn’t file their nine nineties and there was no rule before that said if you miss three in a row were automatically revoking your tax exempt status and it’s done electronically so it’s no agent discretion. It just happens. Um And so it’s hard to come back from that. It is possible but it’s still important for organizations to keep track if you miss 1990 or you’re late. Don’t worry too much about it. But if you have missed two High alert that you don’t even get an extension on your third missed one, even if you apply for one, you have to file it by the May 15 deadline if you’re a calendar filer. So pay attention to that.

[00:28:50.64] spk_0:
Okay important thank you. And you know this is an easy thing you can check in a couple minutes. Uh So it’s part of your one hour audit. So just make sure that something uh something didn’t happen even if you’re you’re sure you’re filing your nine nineties, you know for for two or three minutes. Check out uh I. R. S. Tax exempt organizations search

[00:29:12.94] spk_1:
just in case it was lost in the mail and you know the I. R. S. During the covid pandemic had I think 10,000,010 million pieces of paper filings in their warehouses that somebody had to process when they started coming back so they’re delayed still on that. So it annual filings could easily have been lost. Um So double check that website just to make sure you’re you’re okay.

[00:29:24.04] spk_0:
Yeah, be good to your organization please. All right. The last one when I love go ahead.

[00:30:40.44] spk_1:
So the same way you want to check with your I. R. S. Status, you probably want to check with your state status and that can be a couple agencies. So the corporate agency that we talked about, usually the secretary of state’s office, you want to make sure your corporation is in good standing, that they usually require some sort of annual or biannual filing that that comes to them. And then the attorney general or charities regulator might be a different agency. And they may also require charity registration on an annual basis. So making sure you file with each of those agencies is really important. And there’s usually an online database for most states where you can check to see what your most recent filing was and if you’re delinquent or if you’ve been suspended, um, or even uh, in in some cases, um, terminated because of lack of filing. So if if you find that, then, you know, there’s stuff to fix and you probably need to call a lawyer at that point, um, but just check it, if you check it annually, you’ll find it’s easy again, probably once you’ve done it once, and you write down a few notes about how to access that side, it’ll only take you a few minutes to just double check both the state, usually Secretary of State, for your corporation, um status and the Attorney General, or charities regulator for your charities registration status.

[00:31:11.94] spk_0:
You want to make sure that your uh, in compliance not and for the, for the ladder of that in compliance, not only in your state, but now I’m going beyond your one hour. But, uh, that’s okay. We’ll go a little deeper. You need to be in compliance with solicitation regulations in all the states where you are soliciting donations now, I just need a car, not just you and me,

[00:31:25.34] spk_1:
and they need to call somebody like you, if that’s the case. So if they know their fundraising in multiple states are using, um, people or companies to help them fundraise in other states, they need to call someone like you and say, hey, what do we need to do to make sure that we’re in compliance with that. Other states. Rules were not incorporated there, but we’re doing business or fundraising there. What do we need to do?

[00:32:53.24] spk_0:
Right. Thank you. It’s time for a break. Send in blue. It’s an all in one digital marketing platform with tools to build end to end digital campaigns that look professional are affordable and keep you organized. They do digital campaign marketing. Most marketing software is designed for big companies and has that enterprise level price tag tisk, tisk. If you’re using those, send in blue is priced for nonprofits. It’s an easy to use marketing platform that walks you through the steps of building a campaign to try out sending blue and get a free month. Hit the listener landing page at tony-dot-M.A.-slash-Pursuant in blue. We’ve got boo koo but loads more time for your 5.1. Our legal audit for for the I’m going backwards a little bit because, you know, your host is lackluster. I’m sorry. Um if we find out that we’re on a step forward, if we’re not, if we have lost our IRS 501 C3 status for some reason, what would you recommend doing?

[00:34:24.84] spk_1:
So find out the reason first of all. So if it was for failing to file 3990s in a row that’s probably the most common reason for getting your exemption revoked. Um Find out if that was actually true. Did you actually miss those filings? Did an accountant help you with them? Did some volunteer do that find out what the status is? Uh and then contact the I. R. S. To ensure that that was the actual reason and if you have filed the 19 nineties and the IRS has somehow lost it you should tell that to them. Um See if you have a like a return receipt which I always recommend if you haven’t electronically filed, make sure you have some evidence that actually got sent uh to the I. R. S. Office because that will help you. And if they had made the mistake or they lost the finding that will help them reverse the process. But if it is actually the case where you fail to file um have those filings ready to go. Some hire an accountant or somebody who can help you prepare those files, have them ready to go. And there is a reinstatement process where you actually have to Fill out the form 1023 which is the exemption application that a start up would have to file. But you’re doing it for reinstating your tax exempt status. Um So there is a process the I. R. S. Has tried to make it easier for some organizations where they just kind of missed filings but it hasn’t been like We’ve been out of compliance for 20 years,

[00:34:26.73] spk_0:
we’ve never filed. Yeah

[00:34:49.44] spk_1:
so go through that process if you can get a lawyer or an accountant to help you um, please do. So it’s while they try to make it as easy as possible. It’s still kind of complicated and there are some nuances that can help you and the sum that can hurt you. So that’s going to take a little bit longer to fix if you have to fix it. But it is for the most part fixable.

[00:34:54.44] spk_0:
If we’re going to go beyond our one hour, 55 point legal audit, what would, where would we spend more time?

[00:36:44.53] spk_1:
So there are some common areas of concern for nonprofits. I would say one of the big ones is getting your independent contractor employee distinction. Right? So knowing what the difference is, because I would say that a lot of organizations when they get into trouble, they get into trouble on that point. And on that point, volunteer borrowing members could actually be held personally liable for non payment of payroll taxes. And by that, I mean, if you determine that a worker is an independent contractor, but legally they should have been an employee, let’s say they’re working 40 hours a week and they don’t work for anyone else, and they’re doing the job that, you know, an executive director does for an organization. But you go, I don’t want to pay the payroll taxes because we can’t afford it. So we’re just going to call you an independent contractor, that’s not going to be consistent with the definition that the I. R. S. Views and the state may have their own definitions as well. Um, but the employer for an employee has to pay their portion of the payroll tax. If the payroll tax didn’t get paid, uh, then there may be a claim against the organization. And then in enforcing that, they may say this was the board’s fault, charitable assets should not be used to pay for this type of penalty because this was sort of gross negligence on this part. So board members could be out of pocket to pay for those payroll taxes if they haven’t been paid. So because withholding and paying payroll taxes, the employer shares is the employer’s duty. So be careful of that one distinction I would say is my next thing, that’s going to take longer, but it would be the next thing on my audit list. Okay.

[00:37:17.93] spk_0:
Yeah. Common misconception that if we, if we call them a contractor and we send them a 1099, then that’s what they are. And, and there’s a whole, you and I have done shows on this, there’s a whole test of, you know, do they work for the people whose equipment do they use, Who sets the hours, who sets the location of the work, Who sets the timing of the work? It’s the whole list of fact multi factor test. Uh, So it’s not just, you know, you call it a, you call them an independent contractor because you’re saving on employment taxes and uh and unemployment and and benefits that are required. It’s not it’s not that simple. So,

[00:37:32.43] spk_1:
okay, not only the I. R. S. Could be involved, but the person the worker who got misclassified could actually go after you later

[00:37:40.89] spk_0:
or your state or your state Department of Labor.

[00:38:13.52] spk_1:
Yeah, exactly. And they may have a slightly different definition of independent contractors and employees. And California is kind of this big example because they’re there sort of leading the way if you will in terms of employment rights. Um, and so they have made a much more difficult distinction, making it very hard for nonprofits to claim that they have independent contractors if they occupy the type of job that an employee would occupy. So even if it was for a limited duration of time, that may not matter anymore that they were there for three months only, but if they were an administrative assistant or an executive director, they may need to be called a temporary or part time employee and not an independent contractor anymore. So it’s gotten much, much tougher on the state level.

[00:38:40.12] spk_0:
What’s next? What in your experience, what do you see as another common problem?

[00:40:23.81] spk_1:
So not necessarily a problem. But for a way for the boards to sort of quickly get policies in place to make sure that they’re doing their job in terms of providing oversight since they’re not there every day. And you know, maybe they’re meeting once a month or once every other month. Um uh and maybe for just a couple hours. So there’s only so much that they can do. But what they can do is create some policies or have policies created that they can approve that governed the organization. And these policies, some of them are referenced in the form 9 90. And the 9 90 asks you the I. R. S. Is asking you through the 9 90 do you have these policies and if you say no, Well it used to be kind of normal awhile ago, you know, more than 10 years ago for a lot of organizations to say no, but since they started asking these questions, I think in 2000 eight maybe. Um the more often you put no the more an outlier you become because most organizations have seen these questions and said, oh if we keep saying no to this, is this going to trigger an audit risk? And the answer is probably yes. So saying yes to. We have these policies make sense. And that would be a document retention and destruction whistle blower. The Board Level Review of the Form 9 90. Um, those are really common ones that that you can incorporate really quickly. I would also add expense reimbursements. Who has signing authority. Can anybody in your organization signed a contract or sign a check or only the executive director? What if they’re not around? So just having policies rather than the board going, you guys figure it out. Having a policy in place is really important for a board to do gift acceptance, another one.

[00:41:03.31] spk_0:
Gift acceptance. Yeah, right. Uh, there’s another angle to this too, which is the, uh, the charity rating agencies, um, Charity Navigator. Uh, well, uh, the old guidestar now it’s merged and it’s Candid merged with the Foundation Center Candid. But those rating agencies also ask ask about the standard policies like whistleblower document retention, etcetera. Yeah, it’s a proxy conflict, conflict of interest, border conflict of interest, another another common commonly required policy.

[00:41:11.35] spk_1:
Absolutely. And I’m sorry, I missed that one because I think that’s the most important, one of all of them, outside of the articles and bylaws that I

[00:41:28.31] spk_0:
got, I got Eugene. All right, No problem. So, yeah. So aside from the I. R. S asking charity rating agencies ask also for these basic policies. All

[00:41:41.71] spk_1:
right. And it’s a proxy for them to say is this organization well governed. Does it have a good board of directors in place? And if you keep answering no, we don’t have these policies, then they’re going to assume that you’re not very well covered. Yeah,

[00:42:03.20] spk_0:
it’s like someone reading your bylaws or your articles of incorporation. You know, somebody might get a wild hair and decided to go read your articles of incorporation and then see that they are out of date. Or you might, you know, you might have your bylaws disclosed on your website. But some disgruntled person or just even some uh, neutral person might see that, you know, you don’t, you don’t conduct yourself the way your documents that you’re supposed to, you know, it’s embarrassing at the at the best. It’s embarrassing.

[00:42:14.50] spk_1:
Yeah. And for for older folks like me, tony when somebody has in their bylaws like you can deliver notice by telegraph. Not a great sign for some of the younger funders may be considering your organization.

[00:42:35.90] spk_0:
All right. All right. Or we can even update it and make it still bad facts. Notice noticed by facts. Facsimile.

[00:42:38.83] spk_1:
I still have a hotmail account so I’m okay with facts. All

[00:42:43.89] spk_0:
right. But you don’t use your fat. You don’t have a fax machine, do you?

[00:42:46.57] spk_1:
I still do

[00:42:47.63] spk_0:
you do you get any traffic on it?

[00:42:50.20] spk_1:
Um I I use effects as as my primary. So I have a paper printing facts as a backup. But exit the primary.

[00:43:09.10] spk_0:
Remember if ax you used to send people would send documents to the phone number right at like the phone number at the fax dot com. So that they would print on your machine. Wasn’t that isn’t how it works.

[00:43:17.90] spk_1:
So this effects is um they sent a fax to my fax machine. But I have my fax machine turned off and it sends me an email of what the facts would look like.

[00:43:30.10] spk_0:
Okay. Okay, well, that’s OK. So I’m starting. But there there was a there was in fact used to, somebody could send an email to your fax machine through the phone number at fox dot com and it would print on your machine.

[00:43:34.10] spk_1:
Yeah, I think that’s right. But

[00:43:35.44] spk_0:
You’ve updated your, you updated sometime around 1997, I guess

[00:43:40.32] spk_1:
one. Some level of

[00:43:41.57] spk_0:
you get an email now. Congratulations. You’re getting emails. All right. Uh,

[00:43:46.70] spk_1:
my anything don’t even answer emails now. It has to be text not responding.

[00:43:57.30] spk_0:
Right. Another year. It’ll just be if it’s not a Tiktok then forget about it. They don’t know you. All right. We’re gonna leave it there, jean. So we talked about our five points. You’re talking about going a little further. If you’re if you if you want the suma cum laude of legal audits, you can go a couple of steps further. Thank you very much. Gene

[00:44:12.79] spk_1:
great to be with you Tony. Thank you.

[00:44:30.29] spk_0:
My pleasure. Thank you, Jeanne Takagi Neo is the firm, the nonprofit and exempt organizations law group in SAn Francisco subscribe to this blog, nonprofit law blog dot com. It is wildly popular and jean is at g attack. Thanks again jean.

[00:44:32.19] spk_1:
Thanks tony

[00:45:27.59] spk_0:
next week. More from 21. NTC, the nonprofit technology conference. If you missed any part of this week’s show, I beseech you find it at tony-martignetti dot com. We’re sponsored by turn to communications pr and content for nonprofits. Your story is their mission turn hyphen two dot c o and by sending Blue the only all in one digital marketing platform empowering non profits to grow. tony-dot-M.A.-slash-Pursuant in Blue, Our creative producer is Claire Meyerhoff shows social media is by Susan Chabon’s Mark Silverman is our web guy and this music is by scott Stein, thank you for that. Affirmation Scotty You’re with me next week for nonprofit radio big non profit ideas for the other 95% go out and be great

Nonprofit Radio for January 11, 2021: PPP 2.0

My Guest:

Gene Takagi: PPP 2.0

Gene Takagi

Gene Takagi returns with the ins-and-outs of the second round of Paycheck Protection Program help for your nonprofit. He’s our legal contributor and managing attorney at NEO, the Nonprofit & Exempt Organizations law group.

 

 

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[00:01:50.04] spk_1:
non Hello and welcome to tony-martignetti non profit radio big non profit ideas for the other 95%. I’m your aptly named host of your favorite heh abdominal podcast. Oh, I’m glad you’re with me. I’d suffer the effects of Vibe bro Sis, if you infected me with the idea that you missed this week’s show P P P to zero Jean Takagi returns with the ins and outs of the second round of paycheck protection program. Help for your non profit. He’s our legal contributor and managing attorney at Neo. The non profit and exempt organizations law firm Antonis Take two. I’m still optimistic, were sponsored by turn to communications, PR and content for nonprofits. Your story is their mission. Turn hyphen two dot ceo and by dot drives. Prospect to donor, Simplified tony-dot-M.A.-slash-Pursuant demo and a free month. What a pleasure! Genuine pleasure to welcome back Jean Takagi. You know him, for God’s sake, but let’s do the formalities he deserves. Gina is our legal contributor and managing attorney of Neo, the non profit and Exempt Organizations Law group in San Francisco. He edits the wildly popular non profit law blogged dot com, and there’s the American Bar Association’s 2016 outstanding non profit lawyer. He’s a part time lecturer at Columbia University. The firm is that neo law group dot com, and he’s at G Tack g T a k. Welcome back, Jean. Happy New Year.

[00:01:52.04] spk_0:
Happy New Year, tony. Great to be back with you. It’s

[00:01:54.34] spk_1:
good to have you. Thank you. It’s outstanding, lawyer. Now, that’s five years old now.

[00:01:59.14] spk_0:
Yeah, I think that that probably has to go down the wayside.

[00:02:25.54] spk_1:
Take that. Actually, Is it more embarrassing now then? It always has done What? What’s he done in the past five years? Exactly. I’ll take that. Alright, we’ll take that out from starting next time. All right, Um, so the paycheck protection program is is back version 2.0. Um, what what’s your what’s your overview of it? The p p p re ducks.

[00:04:28.64] spk_0:
So it’s a good thing, of course, and it comes in sort of within the broader context of a kn appropriations act that’s to help stimulate the economy. And we know how hard co vid and, um, all of the shutdowns that have been caused by the coronavirus, all of the health care issues we have presented a huge challenge for our economy and for the nonprofit sector as a whole. I think back in August, The Washington Post had written some article that suggested one third of nonprofits could ultimately shut down at the end of this crisis. I think that might have been a little overblown. Hopefully, the vaccine is going to contribute. Thio Um, the development of several vaccines contributes to a little bit more of a recovery, but we still seem to have a long slog through this. And that’s why more money needed to get out to stimulate the economy and particularly nonprofits who are impacted two ways. One by just less money coming in. Less revenues, less donations. Andi the greater need for so many people who need the service’s of non profit. So the good part of the second kind of draw of the P P P loans is that there’s more money been made available. Um, it’s still not enough in my personal opinion, and hopefully we’ll see more, but 11 of the really good things about this second draw, the P P P loans is that you can go in for a double dip now, So if you are a kn organization. One of the I believe it’s 180,000 non profits that applied and received the first round of loans. Who came, actually, which came into parts? Um,

[00:04:29.30] spk_1:
180,000. Sounds low to me. I’m not I’m saying that I heard it was more. But of the 1.51 point six million or so only 180,000.

[00:04:40.14] spk_0:
Yeah, I believe that’s the number that that I I have that that actually received loans

[00:04:45.13] spk_1:
12% or something like that.

[00:04:47.94] spk_0:
Yeah, on dhe. You know, so out of those, the original set of loans under the Cares Act on day one of the amendments to that so you could only come in once, so you get one loan out of them. You can’t go back in for another loan. Um, so this second draw actually allows a nonprofit that took out a loan, used it up, or is going to use it up to come back in for a second loan. And that’s really important with the covert crisis dragging out.

[00:05:47.84] spk_1:
So, um, let’s see, just I know you You introduced a second raw, but let’s let’s talk about the folks who maybe did not get a p p p low in the first time. So that so for nonprofits, That s so they they certainly are eligible this time to, um, let’s talk about like, you have to have fewer than 500 employees, which I’m sure all our listeners do. Um What who else is what? Like what else you have to do to be eligible for for a loan first time through.

[00:05:50.64] spk_0:
So I think that the numbers actually 300 or fewer on that

[00:05:54.93] spk_1:
isn’t that for the, isn’t it? For the second draw?

[00:06:59.74] spk_0:
Yeah, I think this whole thing is sort of called. I’m sorry. You’re right, tony. So that that refers to the second draw for for, um, organizations that have received a P P P loan. So it’s 300 or fewer. The original draw was 500 or fewer. Um, and demonstrating at least a 25% reduction in gross revenues between the same quarters in 2020 and 2021. So you took a look at the first quarter. You measure first quarter versus first quarter, second quarter versus second quarter. You can’t mix and match. So the same quarter in two years if you experienced at least 25% reduction in gross revenues. And that’s how you had reported in the 1990 year gross revenues figure, then you would be eligible for for that, that second draw. And I believe that’s the standard for the first draws. Well, um, and it’s subject to a maximum of 2.5 times. The average monthly payroll costs up to $2 million in this round.

[00:07:10.94] spk_1:
Okay, Okay. And those payroll costs, you can choose, right? A period between eight weeks and 24 weeks. Correct that. You want that you want to be compensated for And that and, uh okay, that you wanna be compensated for, right? So, between to two months and and six months,

[00:07:26.84] spk_0:
right, starting on the origination of the loan. Okay. Yeah.

[00:07:37.44] spk_1:
Okay. But but to be eligible, you have to demonstrate a decrease in gross revenue of 25% or more. Correct. Incomparable quarters. Okay. Okay. Now for folks who again, this first draw the first time through it at this point so far, um, they should be going to their bank. Right? You need a bank. That’s that’s s B A Small Business association approved, but it seems like your bank will be the place to start at least looking for where you can find a lender.

[00:07:59.74] spk_0:
Yeah, absolutely. That’s that’s the place to go to get the application forms. And yes, the S B A operates the loan through the sort of approved banks that

[00:08:09.88] spk_1:
the bank. Yeah, And in my experience, if your bank isn’t an S b a approved lender, I had heard that your your bank can help you find one. You can also just search for them in your area. But you might be able to get a referral from your own bank if they’re not a S B A lender.

[00:08:28.06] spk_0:
Yeah, and you can, I think, find that out on the Web as well. If

[00:09:18.64] spk_1:
it’s time for a break, turn to communications. The Wall Street Journal, The New York Times You wanna be in papers like that? What about CBS Market Watch? The Chronicle of Philanthropy. Turn two has the relationships with outlets like these. So when they’re looking for experts on charitable giving non profit trends for philanthropy, they call turn to turn two calls, you turn hyphen two dot CEO now back to P P p. To point out now all the all the money you get, even though it’s called paycheck Protection Program does not have to go to a paycheck. There’s other things that you can spend what up to 40% on

[00:10:53.34] spk_0:
that’s That’s exactly the number tony. So 60% has to be payroll related expenses that that you are using the funds for but up to 40% could be used for other things. And in the first round of the Cares Act sort of payroll protection plan, program loans or forgivable loans, they had things like mortgage, certain qualified mortgage payments and rent and utility expenses. They didn’t offer a lot more. So this round, this second draw, whether you’re taking it for the first time or not, I’m just going to refer to it is the second draw. Okay, he BP loans. You can use it for four other covered expense areas, and they include operations expenditures, which sort of refer to software and cloud computing service’s for businesses and have to do with payroll H R. Accounting all of those things. So if you need that, you can use it for those things property damage costs if they happened in 2020 and they were not covered by insurance and that might be related to looting or other public disturbances. UM, covered supplier costs which are for purchase of goods that are essential to the operations of the business, generally made pursuant to a contract that was in effect prior to the covered period of the eight or 24 weeks. Ah, nde covered worker protection expenditures, so that’s really important. So that includes the PP, eat of personal protective equipment, face masks and everything else, and also operating and capital expenditures that air related to meeting worker or customer safety requirements. So if you need to put barriers up, you know those plexi barriers between things like that,

[00:11:22.27] spk_1:
maybe upgrade your h v a c so that Z Okay,

[00:11:23.04] spk_0:
okay, so you want to take a look at what the requirements are in your area. If you need to spend on that, um, this is also going to be available for those type of expenses up to 40% so again, 60%. This is mostly focused on payroll in keeping people in jobs. Andi organizations operational, but 40% realizing that you do have some other costs that you need to have to be able to run the business. It’s not just employees, so this was a little bit more thoughtful in sort of creating that that those uses for P p p loan funds.

[00:12:39.04] spk_1:
Let’s talk about forgiveness because that’s a big advantage to these p p p loans that if you do it right, your loan could be 100% forgiven if you do it right. So what do you have to do right now? I know we don’t know about, like, forgiveness forms that even for the first round. I mean, I in my business got a P p p low in the first round, and I’m still waiting for guidance on forgiveness. It Z S B A has gone back and forth many times, and so my bank doesn’t even have the forms ready yet for forgiveness from the first loans, which I got like in March or April or something. So but there are guidelines about what you’re supposed, how you’re supposed to spend to be eligible for the give nous for the forgiveness when the forms and the process do ultimately come out. So what’s What’s what is s b a saying there,

[00:12:56.34] spk_0:
So yeah, first, just a comment on whether we’re going to see those forms out soon

[00:13:04.68] spk_1:
so we could get the loan forgiveness from from March or April. Yeah,

[00:13:09.24] spk_0:
yeah, eso It’s been a long time. The S b A actually has some forms out, and they did come up with a little bit of guidance in December. But the individual financial institutions, the banks haven’t yet developed all of their own forms on DSO. Yes, it’s a combination of looking at both of those forms, and we haven’t seen much happening there across all banks. Yeah, so that I think will be coming pretty soon, but we haven’t seen it just yet.

[00:14:03.94] spk_1:
I guess I should be kinder to the S B A to I think overall, they managed a new emergency program pretty well. Eso you know, clearly their priority was getting the money out, not worrying about the forgiveness at the back end. So, uh, not trying to be harsh against SB A. They’re working under short deadlines and people in great need, So they focused on what’s more important getting money out. All right, so what do they say about how you should spend if you wanna have your loan forgiven.

[00:14:08.44] spk_0:
So one of the things is what we talked about earlier. About that 60 40 split. Well, that is the requirement for loan forgiveness. So if you don’t want the loan to be forgiven, you don’t actually have to look at that 60 40 split, right? You could just pay back the loan at the interest rate, which I believe is 1%. Um, but I think nonprofits have taken out this loan, have taken it out with the very intent that it be forgivable loan and to use it for those purposes. So in order for it to be forgivable against, 60% must be used for payroll related expenses and 40% for those other covered categories that I mentioned. So, you know, the mortgage, the rent utilities and those four new categories that came out with this second draw that would apply only to the second draw amount. So amounts coming out of this 900 billion that that was part of this new act that came off this new relief act. Um,

[00:15:25.04] spk_1:
you wanna make sure you keep your documentation so you can prove when it does come time for the forgiveness application, because you have to apply that you can prove that you spent the money on the bona fide expenses that are allowed. And you didn’t spend more than six more than 40% on the on the non payroll. Correct? Yeah, to be documentation.

[00:16:20.94] spk_0:
And what I’m hearing back is from the first application, which you’ll soon see tony. The reports that they asked for are pretty complicated on dhe tough, and they’ve gone back and forth on like what to include and what not to include. But it can be pretty tough. The good thing is about this second draw. This new act that that was signed into law the just a few weeks ago at the end of the year is that if the loan was for 150,000 up to $300,000 or less, it’s going to be a one page one. So they’re going to make it super easy, and it’s really gonna you know, they haven’t released what that form exactly looks like. But they said what they’re going to ask for is the number of employees that you were able to retain the estimated amount spent on payroll costs. So did you meet that 60% basically, the total loan value and an attestation? So you basically you’re signing saying, I attest that I complied with all the requirements of the P P P loan program. So rather than documenting every single thing out, if it’s $150,000 or less, get most of the listeners. They’re probably going to fall into that category. Um, they’re going to be able to do with the one page form. But there are several larger nonprofits that they’re gonna have to file the more complicated forms. And to get you know, to your point, really good records really critically important for this because you do want to get this loan. Forget

[00:19:54.44] spk_1:
it’s time for Tony’s Take two. Yes, I’m still optimistic. Even after what happened last Wednesday at our nation’s capital and the Capital building I still am. The optimism is for the whole year. It’s not just for the first 10 days, so I still feel good. Look, they’re already started arresting people for the trespassing and the unlawful entry into the Capitol. They’ve already arrested folks. So and there’s gonna be many more coming, so that gives a little bit of short term, uh, solace. I think that people face justice for their transgressions against our capital. But beyond that, beyond that, I just look forward to new years and I am feeling good that the country will be in a better place. The world will be in a better place this year. Then it was last year 2020. I mean, think about the pandemic to look how much further we’ve come in. Just what? The past 4 to 6 weeks with vaccines rolling out. Okay, Not as fast as they were supposed to have, but vaccines air rolling out. I think it’s gonna be a good year. 2021. I say. It’s gonna be a good year. That is tony Steak, too. Let us return to P P. P to zero with Jean Takagi. There’s something that you and I talked about, um, earlier in 2020 when the first paycheck protection program loans were offered was it was a little complicated Then if you had gotten another kind of loan, the e ideal economic injury disaster loan and you if you gotta an advance on that, which I’m not sure those advances really went out the way they were supposed to, but they were supposed to be, like, up to $10,000. You get in, like, within three days for the e i d l. But I know in my own case, I applied for that. But, um, didn’t didn’t it didn’t end up really being needed. And it was nowhere near the three days. Um, it was more like three months, and it all just came at 11 time. That’s a separate. But so that was related to you know that advance if you if you got it was related to paycheck protection program forgiveness, the S B A. Wasn’t gonna allow you toe be forgiven on ah e ideal loan advance. Now, you don’t have to worry about that anymore, right?

[00:19:57.31] spk_0:
Yeah, that’s I mean, that’s one really good thing about this

[00:20:01.09] spk_1:
two minutes set up for something that doesn’t matter anymore.

[00:21:00.74] spk_0:
But it is important because some some of your listeners may be out there thinking, Oh, I can’t You know I can’t get this. Um uh, advance if I want loan forgiveness on Now it’s like, No, you can you can get both. So that’s really important that they repeal that former restriction on DSO. Now you can get both. Just a reminder for that the ideal stands for economic injury disaster loan on dhe It is alone, except when it’s called an ideal grant, Um, or advance. In which case, the idea is is that you’re going toe Qualify for it If you’re located in a low income community, you suffered an economic loss greater than 30%. So this is a little bit more stringent. And the second drop TPP loans

[00:21:04.31] spk_1:
25%.

[00:21:05.09] spk_0:
Yeah, and the same requirement that you employ not more than 300 employees. So it’s it’s a different program. I misspoke earlier and talked about $900 billion being the P P. P program, but that 900 billion was actually the total

[00:21:19.48] spk_1:
that was the fullest

[00:21:47.34] spk_0:
package. Yeah, eso of that 284 billion roughly was for the P P P program. Second draw loans that were coming out again, Whether you’re taking it for the first time or second time again on 20 billion for the e I. D. L grants those ran out very quickly on DSP. A page has still not been updated. Web page has still not been updated. So it will currently say we’ve run out. We don’t have these available, but we’re waiting for the update as a result of this new act, so you have to just keep looking for it.

[00:21:56.04] spk_1:
Okay? Okay. The money is there for the the ideal grants,

[00:22:10.54] spk_0:
but it’s 20 billion versus 284 billion for the P P P second draw loan. So it is a smaller pool of money. So just toe, be aware that that yeah, you’ll have to go in pretty quick if you’re going to qualify

[00:22:21.04] spk_1:
in the second drawer. Loans got, um, expanded with 501 C six is now now eligible. Which they weren’t before.

[00:22:31.34] spk_0:
Yeah, you know, I think non profit that’s really wanted, like a za sector. They said, why is it restricted? Just to 501 c three. There’s lots of other types of nonprofits that air doing important work here that are going to get tremendously impacted and small businesses are allowed toe sort of get the benefits of these loans. What about like chambers of commerce, especially for, like small regional areas that could really impact multiple businesses, and not just one or organizations that are focused on the travel business industry. So if you’ve got a trade association of related to travel, they can impact a broader industry and to lose them, um, could be really detrimental thio an entire industry and not just to a single business. So the idea was, let’s get other nonprofits involved or eligible as well. So 501 c six. That was kind of the lobbying for the 501 c six is specifically on. Yes, they become eligible for this P p p round A ZX well, but they have some of the same requirements, so they can’t employ more than 300 persons. But they also have some lobbying limitations. Um, that air there, so s

[00:23:42.90] spk_1:
so if you’re a C six, you gotta look closely.

[00:24:08.64] spk_0:
Yeah, and one other thing just about this and I won’t go into the details of C six. But generally speaking, um, the government said, if you are a lobbying or political like organization, that was principally into lobbying and political activities. A lot of five but one C four organization social welfare organizations would fall into that category. Um, then you are not eligible for the PP, and that remains still a restriction on participating in this. So the 51 C six is that that participate? They really they’re all sorts of lobbying number restrictions that are involved. But generally speaking, if you’re principally a lobbying organization or political action organization, you will not qualify for these

[00:24:31.91] spk_1:
and see fours are not eligible.

[00:24:34.24] spk_0:
Yeah, so by and large, yeah.

[00:24:54.84] spk_1:
Okay. There was a lot in the press about the deductibility of the expenses that you use the money for. I’m talking now about the the 40% That’s non payroll. Um, initially, you weren’t allowed to deduct what used to be deductible if you spent P p p money on it, which was kind of, Ah, a clawback. You lost the deduction. They have the money was forgiven if you did it right, but you had a but you couldn’t deduct the expenses that you spent it on. So it was like it was like giving and then taking that’s that’s been changed. Those expenses, air now deductible.

[00:26:23.41] spk_0:
Yeah. Although let’s sort of frame it to tony that most nonprofits, that we’re talking about our tax exempt in the first place so they don’t have to worry about deductions except with respect to their unrelated businesses. And so, for taxable and for taxable entities. Yeah, Or if, if a non profit does have unrelated business income resulting coming from a specific business and that gets a little bit more complicated, it is really important to know that if you receive the P P p loan and you spent money on some of those expenditures that you can actually deduct from it. So the rationale before is that the government is giving you money so you shouldn’t be able to spend it and then get another tax benefit of a deduction with it, because the government just granted that money to you. But overall, in terms of stimulating the economy, it was just too popular. And just to important to the overall goal, Thio restrict that from happening. So yes, now you can get a P P p loan and you can spend it on legitimate business expenses within that sort of that that range of qualified expenditures that we talked about and you could get a deduction for those things as well. So yeah, good point.

[00:27:39.34] spk_1:
Thank you. Thanks for clarifying to time for our last break. Quote. There’s nothing as simple as dot drives. Our executive team meets once per week to sit down and go through our dot drives pipelines. It’s fun to watch them have a healthy dialogue and to see them get excited about their numbers rising toward their goals. Sounds exciting. That drives has allowed us to take those key relationships and bring them to a deeper level. End quote. That’s Wendy Adams, director of donor engagement at Patrick Henry. Family Service is prospect to donor Simplified. Get the free demo from DOT. For listeners, there’s also a free month. Go to the listener landing page at tony dot Emma slash dot We’ve got but loads more time for P P p two. What else? What do you wanna talk about? Tpp Wise way didn’t cover.

[00:28:11.94] spk_0:
Well, I thought I’d talk about something a little bit fun just to start off with E. Sure. So there’s the three martini lunch deduction, Um, which is a kn interesting deduction. Um, but basically, you know, I think it’s been since the eighties, where that if you had a business expense and this is again mostly for for profits. But it’s one that puts a little bit of a smile on my face, although there’s some serious consequences that can flow from it. But

[00:28:14.03] spk_1:
we’ll go ahead and smile. Gene, allow yourself to smile. Yeah, you have to qualify your given unqualified smile.

[00:28:31.04] spk_0:
So since the mid eighties, I think if you are I in our separate businesses tony took somebody out, took each other out for lunch, You know, 50% would be deductible if it was a legitimate business lunch. Um Well, um, President Trump and the outgoing administration really felt important to give back um, Thio 100% deductibility. Eso business lunch is going to be deductible up to 100% for two years s. So this is sort of received the nickname the three martini lunch deduction. Um and yeah, I mean, there implications to this because obviously this will have a tax impact. And I believe the final document that put into the PDP loan in the whole stimulus package in late December with somewhere around 15,000 pages, So I can’t imagine that somebody has read all of this yet. Um, but the impact the economic impact of this will eventually be sort of a judge. But this could cost, you know, the government a billion or $2 billion in lost revenues. So it does have implications there.

[00:30:00.14] spk_1:
Can this also have impact for, um, employee of a non profit? Who lets, say, does a ah business lunch and their employer does not reimburse that expense. So then when they’re deducting, they can then deduct that expense if they itemize, and it would now be fully deductible instead of only 50% deductible. Is that is that true for non profit employees?

[00:30:32.64] spk_0:
I don’t believe tony. So generally I think, you know, the best interest would would be for the non profit to reimburse, employ. Um, but if the employee is going thio state that it was, ah necessary business expense, it’s going to be a little bit more difficult. Thio do so for them. And I don’t think that they would get um

[00:30:33.23] spk_1:
Yeah, like if they took a donor, Suppose they took a donor to a lunch?

[00:31:18.14] spk_0:
Yeah, for that again, I would think it would be the nonprofits responsibility. Thio to to reimburse them if they individually took them out. I’m just wondering how that business expense would work out where they don’t have a sole proprietorship. You know, as I think about it a little bit more, tony, I guess the rules would still apply. So it is just a question about whether they could get the deduction in the first place. They can get the deduction in the first place, and it’s possible that the 100% rule might apply. But I’m not sure that it would in this case, because it’s not necessarily their business expense. So I don’t think I have anything definitive for you, but it’s kind of like, you know, the auto expense deduction. So if you know if your business

[00:31:28.31] spk_1:
car for business purposes right, you get 57 cents per mile or something like that, whatever it is,

[00:31:34.92] spk_0:
yeah, gets adjusted every year. But if you’re doing it for ah, non profit organization, your deduction rate is much, much smaller. It’s I can’t remember the number, but it’s like 14 cents, um, so you don’t get the same benefits when you’re doing it for another organization?

[00:31:53.82] spk_1:
Is that for a volunteer or that applies to employees. Also,

[00:31:57.84] spk_0:
it would apply to anybody who’s taking that deduction on their own s. Oh, okay. Okay. Yeah. Best for the non profit to reimburse.

[00:32:34.54] spk_1:
Yeah. Spitballing. Okay, um, I’m glad you’re smiling over the three martini lunch. That’s good. Let’s go. What? Well, we could cynically say that was a gesture A KN award for focus on Well, doesn’t have to be Wall Street, but we could be most cynical and say it was for the president’s Wall Street friends to now deduct all there all their fancy meals in New York City at 100% instead of only half.

[00:32:40.54] spk_0:
Yeah, that’s right. And I I think that’s the cynical viewpoint

[00:32:50.54] spk_1:
e. There’s no question of that. That’s time. But then there’s the

[00:32:51.25] spk_0:
other side of that. Well, can stimulate the restaurant

[00:33:11.14] spk_1:
well, and they stimulate the restaurant economy. Yes, industry. And also there are small businesses. Everybody does not own a Wall Street business in New York City. Of course. All right. Onley only only holds 80% true. Um what? Anything else? Anything else that you think non profit need to know about P p p two point. Oh,

[00:33:16.64] spk_0:
well, I think out of the same kind of act where the pee pee pee loans came out of was important provisions regarding the charitable contribution deduction. So as long as we were talking about deductions, I thought it might be important to know that

[00:33:30.57] spk_1:
for your donors,

[00:33:48.44] spk_0:
Yeah, so for donors. So when we talked about deductions and itemizers, you know, as a result of the Trump Tax Act, um, some years ago, now a tw the start of his administration, we ended up with having, you know, itemizers, um, mhm being reduced from, I think, something like 35% of all taxpayers, down to about 10% of taxpayers. Meaning that 90% of taxpayers would not get the benefit of a charitable contribution deduction because they would take the standard deduction rather than itemize. It would be better for them. So the vast majority of taxpayers, the math, vast majority of small organization donors are not going to get a tax benefit from giving a charitable contribution anymore. So, you know, we’re still relying on them to do it because they believe in the organization and its mission and the people there, and you know what it’s doing but the tax benefits not going to be there anymore until the cares Act provisions last year that said, Well, even if you’re non itemizing, you can deduct up to $300 Is an individual $600 for a married joint filer? Um, above the line, basically. So you can you can get that deduction even if you’re not itemizing.

[00:34:55.48] spk_1:
Take the standard deduction, but you can add another up to $300 per person,

[00:36:21.13] spk_0:
Right? So what this bill does is it Extended it out. So now we will. The previous bill was going Thio run out and we’ve got now an extension of this for another year, so that is a good thing. So that was only gonna last through 2020 Now, Now we have it for 2021 A ZX well, and and, uh, another thing or are somewhat related thio that are just sort of other relief provision. The measure provides an additional $300 per week and unemployment benefits through March 14th is gonna be helpful. Um, there’s a moratorium on evictions that was going to expire December 31st, 2020. And now that’s, um, uh, going to be extended out for a month. Not very much, but every little bit helps right on $25 billion available in additional federal funding for assistance to renters. So we will see if that if that actually plays out. And finally, there’s an extension of the Cares Act employee retention tax credit through July 1st. So that’s a credit. So versus a deduction, which you take after you figure out what your taxable, you know, um, in determining your taxable income. I’m sorry. And the credit after you figured out what your taxes are that would apply against your taxes. So there’s an employee retention tax credit. Um, that’s been made a little bit simpler. It’s a little too complicated for probably people’s interest on this radio program. But take a look at it as a tax credit might be really valuable to some organizations that might not otherwise qualify for PDP. Forgivable

[00:36:46.96] spk_1:
long. Okay. For employee retention. Yeah. Okay. Okay. How about we leave it there? Gene Sound. Okay,

[00:36:54.03] spk_0:
That sounds great, tony.

[00:37:58.63] spk_1:
Okay. Thank you again. Thank you for doing P p p re ducks. Two point. Oh, uh, course. Gene is managing attorney of Neo. You’ll find the firm at neo law group dot com. He’s at G Tack, and you should be subscribing to the wildly popular non profit lob log dot com. Thank you very much, Jeanne. Always a pleasure, tony. Thanks Next week. The hot sauce principle. If you missed any part of this week’s show, I beseech you find it at tony-martignetti dot com were sponsored by turn to communications, PR and content for nonprofits. Your story is their mission. Turn hyphen two dot ceo and by dot drives Prospect to donor. Simplified for a free demo and a free month. Our creative producer is Claire Meyerhoff Shows Social Media is by Susan Chavez. Mark Silverman is our Web guy, and this music is by Scott Stein. Thank you for that affirmation. Scotty. Be with me next week for non profit radio big non profit ideas for the other 95% Go out and be great

Nonprofit Radio for December 20, 2019: Impeachment, Say What? & #SaveDotOrg

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Gene Takagi

Gene Takagi: Impeachment, Say What?
What’s your nonprofit allowed to say about President Trump’s impeachment and potential removal from office? What about the 2020 election? What’re your employees allowed to say, where and when? Gene Takagi has the answers. He’s our legal contributor and principal of NEO, the Nonprofit and Exempt Organizations Law Group.

 

 

Amy Sample Ward

Amy Sample Ward: #SaveDotOrg
There’s a possibility that management of the .org domain will be privatized. The #SaveDotOrg movement thinks that’s a bad idea. NTEN is part of the opposition movement and Amy Sample Ward explains why. She’s our technology and social media contributor and CEO of NTEN.

 

 

 

 

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[00:00:12.14] spk_1:
Hello

[00:00:41.93] spk_2:
and welcome to tony-martignetti non profit radio. Big non profit ideas for the love, their 95% under aptly named host. Oh, I’m glad you’re with me. I’d turn extra tropic if I saw that you missed today’s show. Impeachment. Say what? What’s your non profit allowed to say about President Trump’s impeachment and potential removal from office? What about the 2020 election? What do your employees allowed to say, where and when? Jean Takagi has the answers.

[00:00:43.68] spk_3:
He’s our legal contributor and principle of neo the non profit and exempt organizations Law Group,

[00:00:51.04] spk_2:
then save dot or GE. There’s a possibility

[00:00:53.45] spk_3:
that management of the dot org’s domain will be privatized. Save dot org’s movement thinks that’s a bad

[00:00:59.84] spk_2:
idea, and 10 is part

[00:01:01.88] spk_3:
of the opposition movement. And Amy Sample Ward explains why she’s our technology and social

[00:01:06.93] spk_2:
media contributor and CEO of 10 on tony Steak, too.

[00:01:14.04] spk_3:
Thank you for 2019 were

[00:01:14.24] spk_2:
sponsored by wegner-C.P.As guiding you beyond the numbers wegner-C.P.As dot com. But Cougar Mountain Software Denali

[00:01:54.24] spk_3:
Fund is there complete accounting solution made for nonprofits tony-dot-M.A.-slash-Pursuant Mountain for a free 60 day trial and, by turn to communications, PR and content for nonprofits. Your story is their mission. Turn hyphen to dot CEO, and I’m hoping that we’re gonna welcome Jean Takagi back. Do we have him? We’re trying. OK, uh, he’s in. Is he in the conference? Okay, we’re trying to call the conference, so I don’t know. Gene probably cannot hear us. So what we’re gonna be talking about is, um,

[00:02:02.93] spk_2:
some some stuff on, uh, what’s permissible

[00:02:37.85] spk_3:
for 501 See three’s to talk about, um, whether it’s around impeachment or the election election earing things like, Are you allowed to host a candidates forum? Candidates debate. Um, what about promoting issues versus candidates? What do your employees allowed to do? And that’s Ah, that’s what we’ll be covering. We’re gonna

[00:02:38.21] spk_2:
do Jeanne Jeanne! Jeanne! Jeanne! Jeanne! Jeanne de la machine. We got him. Jean Takagi is the managing attorney of Neo,

[00:02:44.28] spk_3:
the non profit and Exempt Organizations Law Group in San Francisco. He edits the wildly popular non profit law block dot com and is the American Bar Association’s 2016 outstanding non

[00:03:02.08] spk_2:
profit lawyer. He’s at G tak. Welcome, Jean Jean. Great. Ah, great to have you. I know you were there, but we were having

[00:03:04.94] spk_3:
trouble getting in. But now we’re now we’re in, You’re in and we’re

[00:03:12.26] spk_2:
in and s so it’s a very communal Wonderful Are you doing out there? Looking forward to holidays? I’m sure

[00:03:15.50] spk_5:
I am. How about you turning

[00:03:17.13] spk_2:
very much? Yeah. I love this

[00:03:18.50] spk_3:
time. Uh, we have a couple of weeks off from the show, and I have nothing scheduled for a couple of weeks. So, uh, it’s

[00:03:25.47] spk_2:
good time, too. I mean, I’ll be working light work light, I guess. And good time.

[00:03:30.99] spk_5:
Same way.

[00:03:31.64] spk_3:
Yes. Excellent. Good for you. And

[00:03:33.71] spk_2:
good time for reflection.

[00:03:38.44] spk_3:
I think on the new year, I like that you have any, uh, any goals for Ah, 20

[00:03:42.73] spk_2:
20 that you want to share or anything exciting coming up in 2020.

[00:03:53.29] spk_5:
Really excited. My partner, Aaron, Brad, Rick and I are going to be teaching a course at Columbia University starting in January, so we’re really looking forward to that in their non profit a management program.

[00:03:59.50] spk_3:
Wonderful is not gonna bring you to New York or you teaching virtually.

[00:04:03.29] spk_5:
We’re teaching online, but we may make out a trip itude in New York

[00:04:07.89] spk_2:
trip or two. But you gotta let me know. Of course.

[00:04:10.12] spk_5:
Absolutely.

[00:04:16.83] spk_3:
I mean, unless you want Oh, yeah. I hope you don’t want to stealth in and stealth out. Not not. Talk to me. I certainly wouldn’t do that if I were visiting San Francisco again.

[00:04:20.94] spk_2:
Um, okay, so let’s start with the most timely.

[00:04:30.74] spk_3:
Um, President Trump was impeached two days ago in the U. S. House of Representatives. Um,

[00:04:31.72] spk_2:
what’s, uh what can we talk about?

[00:04:33.38] spk_3:
If we’re 501 c three around that

[00:04:48.90] spk_5:
Well, it’s a great question and, you know, because they’re different types of 501 see threes and different types of non profit. I should make clear that we’re only talking about public charities here. There’s different rules for different other types of organizations, including private foundations for public charities. There’s quite a lot they can talk about.

[00:04:56.93] spk_2:
OK,

[00:04:57.64] spk_5:
we should also differentiate between impeachment, which has already happened, and the removal from office, which is still going to be a matter of legislative action, specifically a supermajority vote by the Senate whenever they get that before them.

[00:05:11.85] spk_3:
And

[00:05:12.57] spk_5:
I know that’s related issues.

[00:05:16.20] spk_2:
Okay, uh, because there go ahead. Yeah. So Well, why? Why? Why do we

[00:05:21.09] spk_3:
distinguish between those two. This is a big

[00:05:24.51] spk_5:
authority happened,

[00:05:25.38] spk_2:
Yeah,

[00:05:32.43] spk_5:
so because it’s already happened, you know, charity are fairly free to comment on

[00:05:33.34] spk_2:
that action. They’re

[00:06:33.93] spk_5:
also free to comment about how they feel about governmental leaders in doing their jobs. And, you know, it might be really important to do so in the context that it may really impact the charity’s mission. And, you know, for example, I would think that charity to mission is to end hunger, for example, for for American suffering from poverty. They might have a great deal to say about the administration’s rule to end food stands for like about 700,000 people. You know, the 700,000 people are making, on average 2200 and $50 a year. And if you want to comment on that at a charity, that’s okay the same way you can comment on the impeachment whether you think that that was proper or not. But what may not be okay if you’re gonna be talking about the electability of that person for or in any way talking about the upcoming election so you can talk about impeachment in and of itself on dhe. Whether it was, you think it was right or it was improper. But you can’t start to talk about, um, or start to influence the upcoming election. So that’s a little bit of a fine line. Thio. Walk on

[00:06:58.93] spk_3:
okay, and we’ll get to the election and election hearing. What about the coming potential removal from office, The trial in the Senate and, you know, advocating one way or the other for what you think. The Senate, your organization thinks because we’re talking about the organization level, we’ll get. Individual employees will get to that, too. But what your organization thinks about removal from office.

[00:07:14.68] spk_5:
So you know, there’s no absolute guidance from the i. R s on the impeachment of the president. Surprise. But, um, there’s It’s generally thought to be attempting to influence the legislative action inaction by the Senate.

[00:07:26.24] spk_2:
The mall’s

[00:07:51.21] spk_5:
within the tax laws, definition of lobbying and not political campaign intervention. So we know that there’s an absolute bar to, um, you know, endorsing or supporting or opposing candidates for public office. That would be election hearing in that not allowed by any type of 5 23 but public charities are allowed to engage in lobbying so long as it’s considered not substantial, and commenting on a potential legislative action like the removal from office action that will fall before the Senate would be considered lobbying. And to the extent that charity can lobbying and there are some limitations involved, the charity would be free to do so. But again, it has to walk that fine line because we are coming up to an election year on. Dhe has to look like it’s not trying to influence the election itself. So you don’t really want to talk about other candidates for office or on the general overall qualities of Trump as a candidate for another four years. But you want to talk. If you want a charity, you want to talk about the removal from office specifically about what, before the Senate. Why, why would he be removed from from the office? So you’re really took ing taking a look at those two articles of impeachment and commenting on the merits of those articles?

[00:09:02.54] spk_3:
Okay, understand? We need to take our first break when we come back very shortly. We’ll, uh, well, we’ll talk more about lobbying and what’s allowed, not allowed there. And, uh, we’re taking a break for, um, for wegner-C.P.As. Of course, in the new year, might you need a C p. A, whose service is excellent, who provides clear directions and timetables and who’s easy to work

[00:09:10.88] spk_2:
with. That’s not me talking.

[00:09:22.82] spk_3:
That’s from the testimony. Old. That’s not my opinion. That’s, Ah, the opinion of someone who’s worked with not with wegner in the past, a CZ you’ve heard the past few weeks. So if you

[00:09:26.02] spk_2:
do talk

[00:09:39.50] spk_3:
to partner, you eat each tomb. He’s a good guy. No pressure wegner-C.P.As dot com And now let’s go back to Jean Takagi and Impeachment. Say what? Okay, we’re

[00:09:39.89] spk_2:
allowed to do some

[00:09:56.68] spk_3:
lobbying, you said, as long as it’s not substantial. Uh, how do we measure substantiality? Substantial ability. Substantiality substantiality. I think it’s I think that’s what This How do we make whatever helps called Republic

[00:10:33.26] spk_5:
charities there Two ways to measure it? Sort of. The default way is just what the law cost backs and circumstances, and that leaves it up to the Iraq to determine whether you’ve engaged in too much lobbying or not. And if you want to challenge it, ultimately, a court and nobody really wants to go down that route. So, you know, professionals typically uses guidelines. You know, there was this old case that said, you know, 5% of your resource is that should be okay that, you know, anything under 5% should be okay. You want to think about your expenditures, your volunteer time? You know the amount of publication space you’re giving all of those things. If it’s about 5% or less of your resource is you’re probably not too worried about exceeding the lobbying threshold under that backs in circumstances.

[00:10:42.37] spk_3:
Okay, Yeah. 55 percents pretty low.

[00:10:46.35] spk_5:
Yeah, it’s pretty low. Um, but, you know,

[00:10:48.39] spk_3:
for some

[00:11:26.97] spk_5:
organization, that’s all they want to do. But you know, the better choice for the vast majority of charities. And I would say, almost the no brain and choice for charities that are not churches who are ineligible to do this but share other charities that are eligible to make the 5018 lobbying election. I’m. And that that is just a basically 1/2 page born where you put name, address and check a box on it. If you make that election of the charity which could do it any time at all. Um, you get thio, measure your lobbying strictly by your lobbying expenditures, and the limits are just so much more generous.

[00:11:27.98] spk_3:
Okay,

[00:11:28.59] spk_5:
so it’s 20% of your 1st $500,000 of what they call exempt purpose expenditures or mission related expended

[00:11:36.12] spk_3:
choker.

[00:11:36.75] spk_5:
20% of that

[00:11:40.62] spk_3:
100 $100,000 right there and it’s it’s deemed non substantial.

[00:11:46.76] spk_5:
Yeah, yeah, And there’s a separate limit for grassroots lobbying, which is lobbying a different type of lobbying, where you’re not going straight to a legislative body or an employee or member of the legislative body. But you’re going to the public and you’re asking them to contact a member of the legislative body and you have a called action included in that. So if it’s grassroots lobbying, it’s 25% of that total lobbing limit.

[00:12:11.99] spk_3:
But

[00:12:51.64] spk_5:
expenditure limits under Bible one h are much, much more generous than that 5% kind of rule of thumb that we look at the other time again. Um, a big, big tip for any public charity that wants to, um, discuss the removal from from office, um, stay positions on that before it gets to the Senate or wallets in the Senate, the 501 each election could made and be made any time. And it will be effective for the year. And would you make the election? If you decide you don’t want to, you know, continue electing it. Which might be the case for super big charities. Um, where the 5% could actually be, You know, a lot of money you could, you know, revoke your election that anytime after as well by just filing the same form and checking a different box. So a no brainer election for most public charity.

[00:13:00.35] spk_2:
Okay. Okay. So and we’ve talked

[00:13:15.52] spk_3:
about this before. I was probably the April 2016 which was the last election year. Um, you and I talked about advocacy generally, and I think the 501 h came up then. So you’re still a five. A one c three. You’re just making this 501 h election for the year.

[00:13:23.94] spk_5:
Right? So

[00:13:24.75] spk_2:
what do you

[00:13:25.08] spk_5:
make it?

[00:13:25.49] spk_2:
Your sort

[00:13:26.16] spk_5:
of permanently on that until you revoke it. But all it does that 501 age super easy election to make this thing. We don’t want to tell the IRS everything about our lobby. We just want the IRS to measure our lobbying on what was spent. We don’t want to try to estimate volunteer time How much of our office space is dedicated to lobby? We just want to tell them exactly what we spent and recorded on our financial for a lot. So, so much easier to report, so much easier to track. The limits are much easier. And if you violate it, if you go over the lobbying limits without the election, that facts and circumstances test.

[00:14:00.03] spk_3:
Yeah,

[00:14:00.37] spk_5:
you violated in any one year, you can lose your Bible. One secret that

[00:14:04.58] spk_3:
Okay,

[00:14:04.93] spk_5:
But if you make the election, you have to violate it over a four year period, not just one year, but over a four year rolling calendar. And then you have violated by more than 50%.

[00:14:16.61] spk_3:
Wow. Okay, so that

[00:14:18.03] spk_5:
that’s just so much more advantageous.

[00:14:39.09] spk_3:
It is sort of a no brainer. And for those much generous, much more generous limits. Okay, cool. All right. 501 inch. Thank you, G. Um, what about our our individual employees? What are in terms of what resource is they’re using when they speak, when they when they speak publicly? What? What are the rules around employees?

[00:15:56.92] spk_5:
Well, you know, first thing to recognize is is individual tax First Amendment rights, right? So they have the freedom of speech. They have the freedom to say whatever they want. Charities shouldn’t control what you know their employees or their directors or officers are saying in their individual capacity. But they should control what they’re saying as representative speaking on behalf of the charities. So there’s that distinction to make so again don’t control what you know your your employees and your staff members and volunteers are saying about impeachment or removal or any other wegner slate of action or political endorsement. But make sure that they don’t use any charity. Resource is in doing so, and that’s really important. Don’t let them use their work email address. Don’t let them use the work. Tell a boat. Don’t let them perform those activities. If they’re, they’re, you know, working on campaigns in the office and the charity’s office. And if they should put their name on with the name of their employer, which is a charity on like an endorsement list of a political candidate. Make sure that there’s some sort of Astra’s back says that the name of their employer is only listed there for identification purposes and doesn’t represent an endorsement by the charity itself.

[00:16:22.14] spk_3:
Okay, Okay. Um and so what? What employees do on there personal time and their personal Facebook Twitter email all all, uh, really of no concern to the to the charity.

[00:16:28.54] spk_5:
Yeah, but social media is actually a good point about hitting that gray area, tony, because you probably follow your twitter, tony. So you

[00:16:37.06] spk_2:
probably follow you

[00:16:42.79] spk_5:
individuals who are on Twitter who have both their name and their charity affiliation like listed?

[00:16:46.34] spk_2:
Yeah, in

[00:16:55.29] spk_5:
their account, it might be in their Twitter handle, or it might be in their short bio underneath. You know, the Twitter handle. And that’s where it becomes kind of tricky. Who does that Twitter handle belong to? Does it belong to the individual or doesn’t belong to the charity And could the chair to get in trouble if there is a political endorsement or a statement of opposition to a candidate for public office?

[00:17:12.21] spk_2:
Yeah, I always

[00:18:04.09] spk_3:
have presumed. Although I’ve never followed upto see whether my presumption is, uh is accurate that someone who has the charity name in there either in their handle or, as you say in their short Twitter bio, has another account that doesn’t talk about the charity, Asai said. I never have investigated to see whether they do or not. I’m following their charity account. Um, so maybe maybe people don’t. But that would seem like the better the better practice. And especially if, I mean, shouldn’t that be in a, ah charities social media policy that if you’re going to use the charity name, you know, there are prohibitions around what you can do with that and then and we encourage you? Or we insist that you have, ah, private well non A non charity Twitter account for all other all other non work purposes.

[00:18:56.44] spk_5:
Yeah, conservatively. You know, I kind of like that type of policy, tony. But for practical purposes, it’s kind of like our president or or Hillary Clinton when she was running, separating their kind of personal accounts from their work account. Um, there they are co mingled all the time, and not just by charities and their employees, but by four profit in their employees, so disclaimers can work outright prohibitions and requirements that they have a separate, Um, a Twitter account or face social media account may be helpful at times, but often times you know they’re just going to combine the two. So, um, just be careful about that one thing about, you know, sort of the election hearing prohibition that you can’t endorse or oppose the political candidate. One thing did note is that the Republican Party platform and President Trump himself said they really don’t like that Prohibition often referred to as the Johnson

[00:19:14.09] spk_3:
and Johnson

[00:19:14.70] spk_5:
talked about that before.

[00:19:16.87] spk_2:
Well, they

[00:19:17.05] spk_5:
want to get rid of it, although most the vast majority of charities. And I think the mast majority of churches. I don’t want to get rid of it because I could turn all charities into these election vehicles for where donors say, You know, I’m not gonna give you this donation unless he said a message to all of your members and donors of, you know, in support of a political candidate, and that would suddenly be okay.

[00:20:05.12] spk_3:
Yeah, that’s we’ve been talking. We talked about that. Probably when it around the time it first became a proposal, or at least well, I guess it’s been in the platform. The party platform, you’re saying. But there was some There was more talk about it, I don’t know. A year and 1/2 for two years ago, and we, you and I discussed the Johnson Amendment. Um, it hasn’t happened. Maybe because of the nonprofit community opposition. What what’s your scent? You were you were monitoring that very closely. What’s your sense of where it stands?

[00:20:57.67] spk_5:
Yeah, you know, I think the non profit community’s opposition was very, very helpful in that there were there were others who were opposing it. A CZ well, with a matter of policy. And I think as people got more educated about it, it became less and less popular. Um, it was a way for dark money. T sort of enter into the political system where we didn’t really know where the sources were in. People were getting tax deductions on top of it. So it’s something that be really bad. But the reason why I brought it up here is because if an organization wasn’t quite sure, it was speaking out on impeachment or removal from office, and you know we may be crossing that line. Well, conservatively, I would say, Yeah, the closer we are to election time, you’ve got to be careful even within the bounds that I said that it might be a lobbying activity and not, uh uh, banned political campaign activity. But closer do you are to election that could turn into what looks like a political campaign activity. If you’ve never spoken about the impeachment itself, and you just never it looks like your charity was never interested in the issue until just like, you know, a few months before the election with the

[00:21:25.32] spk_2:
happened that

[00:21:48.92] spk_5:
looks like this casted election hearing communication. But overall, I’m not sure that the I. R s and the current executive branch is really that interested in enforcing the political prohibition laws because, you know, doesn’t resonate with what their messaging has been. Maybe a little bit risk. And it would have been for four years ago.

[00:21:49.85] spk_2:
Okay? Yeah. You still

[00:21:56.54] spk_3:
want to err on the side of caution, right? I mean, I, you know, because they there could be some exception to their enforcement activity or priorities or something. So but

[00:22:01.99] spk_2:
you’re you’re the

[00:22:11.33] spk_3:
conservative conservative guy, at least in terms of legal legal advice of the legal advice side. You know, um, least that’s Yeah,

[00:22:13.26] spk_2:
that’s always been your You. You’ve always been cautious

[00:22:15.77] spk_3:
about advice you give. Yeah,

[00:22:41.47] spk_5:
Yeah, I think when we have a lot of smaller to medium sized organizations amongst the client, there’s just less risk capital, you know, private foundation with, you know, $10 billion might have a little bit Arjun for taking a risk and maybe fighting it in court if they felt like the I r s sir. Uh, neutrino general not correct in their interpretation of whether a lot was violated. But for most small and medium sized charities, they can’t afford to have that battle.

[00:22:49.70] spk_2:
We’ve been

[00:23:15.61] spk_3:
talking mostly about candidates. You mentioned a little bit about issues, but let’s make issues issues clearer versus candidates. Are you saying that if you’re non profit now, as an organization has has been following an issue for a long time and not just doesn’t just start commenting, you know, 60 or 90 days before an election, then eyes that part of the facts and circumstances test for people who don’t for organizations that don’t take the 501 h election. Is that Is that one factor?

[00:24:01.94] spk_5:
Well, just commenting on issues themselves, it was If it isn’t stating a position on a piece of legislation, you’re free to do that all you want. So if you’re educating the public about a particular issue, whether it be climate change or, um, you know, immigration, um, you couldn’t talk about broader issues and educate the public. You know, if you’re giving material facts and you’re doing it in a non part of objective and fair manner, that that should be sort of a fundamental thing of what you do if it’s gonna help further your mission. But when you start to comment on a particular piece of law or legislation and say, you know, this is either a good piece of legislation or this is a bad piece of legislation

[00:24:11.27] spk_3:
or this

[00:24:11.70] spk_5:
new legislation that we need now you’re entering into the realm of lobbying and subject to those limits that we just discussed the 501 h limits or the the facts and circumstances with

[00:24:26.22] spk_4:
Okay. Okay. Um,

[00:24:28.72] spk_2:
you still there, June? I am okay. Yeah. You

[00:24:41.39] spk_3:
Ah ah, word or a syllable at a time seems to pop out, and then it got quiet. So I I, uh I got concerned. Okay, You’re still with us. All right. Good. Um, thank you for flushing that out.

[00:24:43.22] spk_2:
What else? What else

[00:24:44.49] spk_3:
do you think listeners need to know?

[00:26:06.27] spk_5:
Well, there are all sorts of other things that public charities do around election time. Um, you know, they can’t endorsers support any candidates for public office, But the concert, we engage in voter registration and get out the boat drives. You see that all over the place, and you’re gonna continue to see it over the next year. So a CZ longer again there, you know, conducted in the neutral, non partisan matter without reference to, you know, any of the specific candidates or political parties, you can host a candidate debate or forum. I think many of you have seen those, uh, you know, hosted by a public charity. And again, the purpose of the, uh, debates reform should be for educating the public. So you have to be very careful about not doing it in a partisan man is not with leading questions or a selective choice of topics that that might influence the public one way or the other. Be careful about your selection of moderators and how you comment on the candidate’s response. Yes, I want to be careful about the time allotted to each candidate. You know, it would be very wrong if you allowed just one candidate. If there is, it just came down to the presidential race, for example, and you let one party’s candidates speak for 90% of the time and the other candidates to be 10% of the time. It will be pretty clear where that charity is leaning.

[00:26:28.95] spk_3:
Okay, So to borrow the old Fox News motto, you need to be fair and balanced, but not fair and balanced like they were where a court ruled that they were de facto, not fair and balanced. Need to be really fair and balance. I think

[00:26:29.39] spk_5:
that’s that’s right,

[00:26:30.53] spk_2:
and and

[00:26:35.50] spk_5:
obviously a charity will have its own mission statement to think about. But they’ve got a sort of put it in their back pocket a little bit when they’re designing those type of debates. Reformed Also, voter guides, Kennedy questionnaires, um, also permissible and even candidate appearances. If you’re providing equal opportunity for all candidates, you see that on television is Wow.

[00:27:05.64] spk_3:
Okay. Okay. Um well, we have just about a minute or so left. Uh, what? Ah, what do you want to leave us with for the for the year on this topic?

[00:27:17.93] spk_5:
Well, I think I’ll just say I think people should be really active in their advocacy. In furtherance of their mission. There are a few resources that are out there. Board sources stand for your mission. Campaign has some excellent resource is on the Alliance for Justice gives you more than mechanics of what I’ve been talking about. What type of advocacy, What type of lobbying, what type of political activities public charities could do on. There’s some nuances to all of this. There’s another layer of election law that may be on top of all of the tax law we’ve been talking about. So those resources are good places to go and go ahead and advocate as much as you can for your mission.

[00:27:58.17] spk_3:
Junior. So modest. Another very good source is non profit law blawg, which is at non profit law blogged dot com. And Jeanne, I wish you lots of

[00:28:01.34] spk_2:
let’s of enjoyment, lots of good time.

[00:28:03.07] spk_4:
Uh, I

[00:28:03.64] spk_3:
hope you enjoy your holidays and the New Year

[00:28:07.14] spk_5:
Happy holidays to you and your family. Tony,

[00:28:28.89] spk_3:
thank you very much, Gene. It’s a pleasure. And thank you so much for what you’ve done for 2019 and what we’re looking forward to. In 2020 he’s Jean Takagi, my pleasure, managing attorney of Neo, the non profit and Exempt Organizations Law group. He edits that non profit log log, and he’s at G Tak. Now it’s time for a

[00:28:33.08] spk_2:
break. Cougar Mountain software designed from the bottom up for nonprofits The same nonprofits we’ve been talking about, the ones, the ones we all know. Non profit radio, for God’s sake. What does that mean For you?

[00:29:00.64] spk_3:
That means fund accounting. No more spreadsheets to manage your restricted grant funds. Also fraud prevention and exceptional customer service. You’ve heard all that in the testimonials. Cougar Mountain has a free 60 day trial on the listener landing page at tony-dot-M.A.-slash-Pursuant. Now let’s transition,

[00:29:03.15] spk_4:
uh,

[00:29:03.88] spk_2:
subtly, but ah, but smoothly, uh, suddenly and

[00:29:27.75] spk_3:
smoothly to tony stick to and my thanks for you. Our listener. Listeners in 2019 were the number one podcast for nonprofits. Most listened to, uh, most longest running, most consistently produced, most sponsored just generically. Overall, you can say Number one podcast for nonprofits. And

[00:29:35.00] spk_2:
that’s because we have so many listeners. So I am grateful

[00:29:49.24] spk_3:
to you. Thank you for your listening If you have shared the show. I appreciate that as well. Thank you for that. That’s how we grow the audiences by listeners sharing what? What

[00:29:49.94] spk_2:
they believe is good content. So thank you with you. Listen, live or archive.

[00:29:54.54] spk_4:
It

[00:30:13.47] spk_3:
makes no difference. Thank you very much for listening. If you want to see my thank you wishes from the Chesapeake Bay, then you can view the video at my thank you video. Thank you so much. We

[00:30:13.61] spk_2:
have a B sample ward. We do not have

[00:30:55.80] spk_3:
any sample word. She hasn’t called into the conference line yet. Okay, well, uh, when when we do connect with her, um, we will be talking about save dot org’s. The issue is that the dot org’s domain that we all use I don’t use you all use. I actually don’t use I’m dot com for my for my business. Um, but you all use it. You know how important it is. There’s the potential that it will be managed by, ah company ethos, which is the water, you know, you may know ethos water. Um, that’s the company that may gain control of the dot or domain. And Amy and I will talk about how these things are all managed. Um, we

[00:31:03.55] spk_2:
have Amy as Amy called in yet

[00:31:40.84] spk_3:
means not. Okay, So what we’re gonna do is, um Let’s do the live listener. Love will do that. And if you will give me a nen dull Jin ce for a few seconds, I’m gonna get my phone and share with Emily. Amy sample Ward’s contact info so that Emily can text and call Amy. So hang on while I get my phone. Okay? The dreaded dead airtime.

[00:31:43.74] spk_2:
But I told

[00:32:11.54] spk_3:
you was coming. So, uh, you had you had time to prepare, so it should not have been dreadful. Uh, for you, So I’m getting her in my pulling up in my contacts. Okay, Emily, Here you go. There’s the ways to contact Amy. Sample word. Please Do use my phone actually, or whatever you want to use. All right, so we’ll be talking about dot Organ. There’s a movement. Does The hashtag is saved dot or Ge? Well, I’m only works

[00:32:29.19] spk_2:
on that. Let’s do the lifeless in love and it is extensive. My gosh, Um let’s go abroad first. Tokyo, Japan! Oh, konnichi wa Ramat Gone Israel! Welcome, Live! Listen, love to Israel as well as Japan. Gwangju, South Korea. You’ve

[00:32:35.28] spk_3:
been with us before. Gwangju. Thank you so much. Seoul, South Korea as well. Um

[00:32:41.53] spk_2:
Brazil. Mina Mina Gerais meant Minas Gerais. Jakarta, Indonesia,

[00:32:42.64] spk_3:
Capital of Indonesia, of

[00:33:07.84] spk_2:
course. Live! Listen, love Thio. Each of our foreign listeners and they continue coaching men city in Vietnam. And, uh, well, we see Vietnam from time to time. Thank you. Live low about to Vietnam and touch skin sherry in Uzbekistan. Yeah, it was Pakistan. Not too often, but we’ve heard from you before. So very glad. Very glad you’re with us. Who’s Becca? Stan? Vietnam, Indonesia, Brazil, South Korea, Israel, Japan.

[00:33:20.68] spk_3:
Multiple. South Korea, of course. Want credit that live? Listen, love. After each of those, uh, countries and coming abroad, we’ve got, um Brooklyn, New

[00:33:24.94] spk_2:
York, Cheyney State Park, Kansas. That’s interesting. Cheyney State Park. Are you actually in the state park? You can, uh that’s interesting. You listening from the State Park. Wonderful. I’m a very

[00:33:43.26] spk_3:
big advocate of state parks. Public lands. You got it. You gotta have park. That used to be the motto in New York City, but it applies throughout the country. Doesn’t matter. Of course you gotta have park green space. Um,

[00:33:49.29] spk_2:
Ashburn, Virginia. San Francisco, California, Tampa, Florida, Fairfield, Connecticut. Live love everywhere. We’ve got her. Okay, well, on the heels of the live love Let’s see now we got to make her wait,

[00:33:55.85] spk_3:
because there’s no way that I’m doing a lot of love without the podcast pleasantry. So now she’s gonna

[00:33:59.60] spk_2:
have to wait. She called in late. It’s our own fault. Um, the podcast pleasantries are over 13,000 listeners.

[00:34:06.65] spk_3:
You heard me say it on Tony’s Take Two. But

[00:34:09.17] spk_2:
I’m grateful. Thank you so

[00:34:10.49] spk_3:
much for being a part of our listener audience. The podcast listeners. Thank you.

[00:34:23.20] spk_2:
Any sample Ward. She’s our social media and technology contributor and the CEO of N 10. Her most recent co authored book is social change Anytime, everywhere

[00:34:26.74] spk_3:
about online multi channel engagement. She’s

[00:34:32.63] spk_2:
that amy sample ward dot org’s oh dot org’s. This is considered a potential personal personal threat dot ord and she’s at a me RS ward. Any sample ward. Welcome back.

[00:34:53.87] spk_0:
Thank you. I’m not sure what happened. I’ve been trying since, like, 10 20 to get in. And I assume I always assume user error trying to re dial, and it never let me in.

[00:34:57.38] spk_2:
Okay, Well, we had the same trouble

[00:34:58.91] spk_3:
here, actually trying to connect with Jean Takagi. We saw that he was in the conference system, but we couldn’t get in ourselves to connect with him so on. And so it’s probably not user error times, too. There’s something flunky.

[00:35:12.16] spk_2:
And the reason we’re using

[00:35:21.69] spk_3:
this conference system and rather than having you call the studio directly, which we almost always do, is because there’s some problem with the with

[00:35:21.81] spk_2:
the phone line. Four lines? Yeah.

[00:35:23.94] spk_3:
So we’re using the conference line. Of course, we need the phone line to get the company line, But

[00:35:33.87] spk_2:
anyway, well, you’re a technology technologist, our technology contributor. It’s wonderful until it fails. I mean, I’m almost I’m almost sorry for saying this. I do apologizing. That was gratified that you have trouble with technology too.

[00:35:43.21] spk_0:
Oh, don’t worry. People are always so happy when an 10

[00:35:46.72] spk_2:
says that something

[00:35:48.02] spk_0:
that happened because it’s so validating.

[00:35:51.43] spk_2:
You

[00:36:22.00] spk_0:
know, it happens to all of us, because at the end of the day, all these tools, they’re just tools, right? They’re not perfect systems. Humans built all of them and humans that themselves. They’re not perfect. So things are bound to happen. But I think it’s really interesting the way folks respond when something, you know, technological is happening. That is not what they want. You know, the folks who get really frustrated and upset, and it’s like, Well, sure, But you know, how far is that getting

[00:36:23.35] spk_2:
you

[00:36:24.02] spk_0:
or the folks who are like, Oh, I’m gonna you know, like MacGyver my way around, just like you all did. So good. Good for you for having a productive response,

[00:36:34.73] spk_2:
Thank you very much. And for you as well.

[00:36:36.44] spk_3:
You kept trying. And, uh, I could I could imagine that your frustration was growing as 10 30 Pacific time came and went, which is the time I I was expecting your call. I can imagine your heart rate was rising blood pressure as well. But you

[00:36:51.11] spk_2:
mean I mean,

[00:36:51.78] spk_0:
what could you know? I usually like to dial in early and listen.

[00:36:54.52] spk_3:
Yes.

[00:36:55.08] spk_0:
And so I tried. But

[00:36:57.23] spk_2:
you know, to know about it

[00:37:00.06] spk_0:
anyway, here I am.

[00:37:04.26] spk_2:
Indeed, let’s talk about save dot or ge I While we were waiting

[00:37:06.00] spk_3:
for you, I was introducing the topic. I explained the listeners that there’s the potential that the dot org’s domain could be managed by a private company

[00:37:20.46] spk_2:
ethos My saying that right? Or they are ethos right ethos. Okay, which is the water that they’re also there? I think

[00:37:25.44] spk_3:
they’re best known for water. At least that’s the way I know them. Their social.

[00:37:26.07] spk_2:
No, they’re

[00:37:26.36] spk_0:
brand new, so I don’t think they’re best known for anything.

[00:37:29.42] spk_3:
Oh, listen to the oh, we’re

[00:37:37.08] spk_2:
already getting. They’re already getting some attitude about this subject. All right there, Brandon. E. Hear it? I heard the tone. I know you. I heard that tone. All right, so this is not the ethos water company,

[00:37:42.12] spk_0:
brand new

[00:37:42.83] spk_2:
private

[00:37:43.21] spk_0:
equity firm.

[00:37:43.81] spk_2:
Okay. Oh, brand new

[00:37:45.14] spk_3:
private equity firm. Okay. I didn’t know it was brand new. I just kept seeing equity from All right. So

[00:37:49.39] spk_2:
let’s introduce, I think to get our way into this, we need to understand how

[00:37:54.06] spk_3:
this domain the dot org’s domain is managed. I mean, and I know you’ll be right. I know you’ll be judicious about acronyms because you don’t want to end up in jargon jail S o, I

[00:38:05.01] spk_2:
think. But I think it helps to understand how this

[00:38:07.05] spk_3:
thing this dot org’s is managed.

[00:38:13.47] spk_0:
Right. Okay, so I’m going to try and explain in some somewhat basic terms.

[00:38:18.47] spk_2:
Okay, But then

[00:38:22.62] spk_0:
I will rely on you to interject questions or fast forward or pause, you know, as I go.

[00:38:26.84] spk_3:
Okay.

[00:39:42.59] spk_0:
Okay. So the internet, everyone listening has used it. I’s probably using it to listen even And we know that website, You know, we don’t just write non profit radio. We write non profit radio dot whatever, and the part of the website that comes at the dot whatever follows is called a top level domain. So there cannot. We can’t just go make one up. Those top level domains are managed, and there’s only so many of them. And I can they use the acronym I can as their name, which stands for Internet Corporation for assigned names and numbers. There you can kind of think about them is like the body that’s mento. Organize the Internet, So they’re the ones that say OK, you know, we’re allowed to use dot com and dot or GE and dot I owe and dot. Whatever else, they’re kind of the keepers of the order. So they are involved in olive ist as those keepers of the order. Okay, The next group we need to talk about is the Internet society that is a nonprofit organization, and their mission is essentially to promote a globally connected and trustworthy Internet.

[00:39:48.31] spk_3:
Okay, listeners may see the acronym I s O. C, right. Let’s

[00:39:54.36] spk_2:
have the night knock Internet society yet.

[00:40:31.46] spk_0:
So, almost 20 years ago there, when I can waas working to continue their their work and managing those top level domains, uh, they bid tohave the contract for the dot org’s domain. And there was a lot of conversation about the value of a non profit managing the top level domain that’s essentially four non profit right instead of a four profit domain registrar.

[00:40:36.01] spk_2:
So I can I can is itself a non profit. Yes, okay.

[00:42:38.49] spk_0:
And Internet society is non profit, and they they won the dot or contract, and in the process of that, created another non profit called public interest registry PR, which would be the organization that owned the contract and operationally managed it. But P I. R. Was connected to Internet society, so Internet Society was choosing the board for P i. R. And revenue kickbacks went to Internet society, that kind of thing. So there very closely related as organizations. You No one is like the owner of the other. And for the last, like 18 years or so, PR has managed the dot or domain, and their work has included managing that. Making sure that there’s, um, resource is for non profit. They have they have, you know, everything from sponsoring events to funding training programs, Thio investing in research about, you know, the way non prophecies, the Internet. They’ve done lots of things to kind of re invest the money they make into the use of the Internet by non profit, and everyone kind of thought things were fine. Who write things are moving along just fine, and last month’s just over a month ago from today. All of a sudden, there was an announcement from Andrewsullivan, the executive director of the Internet Society, that they we’re going to sell P. I r to a private equity firm and that it was essentially great news because Internet society would get so much money from the sale that they would create an endowment for themselves. That was kind of position is the only the good news about this was because it would just be so much money for them.

[00:42:44.95] spk_2:
Okay, that was that. That was obviously early day.

[00:42:48.45] spk_3:
That was early day, because I in my research, I didn’t find I didn’t even find that anymore. So that that

[00:42:54.27] spk_2:
must have been that their first position. I’ll tell you what. We got to take our

[00:42:56.90] spk_3:
break, Theo. Only one we need to take. And then you and I can continue to invest the show. Okay. Thank you. Um,

[00:43:04.35] spk_2:
have you ever wondered why some nonprofits

[00:43:13.42] spk_3:
are always mentioned in the news? It’s because they work to build relationships with journalists who matter to them. Turn to communications can help you do just that. They are themselves former journalists. They specialize in helping nonprofits build meaningful media relationships that lead to great coverage.

[00:43:29.45] spk_2:
It’s all about the relationships almost in life. What isn’t There are turn hyphen

[00:43:41.49] spk_3:
to dot ceo, all right. And we have but loads more time for Amy Sample Ward and save dot org’s. Okay, So the initial justification for this well, it’s not really much of a initial rationale. It’s not even it didn’t even didn’t even bother with justification. Just initial rationale was this will be good for I sock will make a lot of money by selling P I R.

[00:43:53.80] spk_0:
Yep.

[00:43:54.31] spk_3:
Okay,

[00:43:59.51] spk_0:
which of course, uh, raise a lot of questions.

[00:44:02.12] spk_2:
A lot of black people.

[00:44:32.91] spk_0:
And now the second piece that we need to talk about happened months before this announcement. So back in the early spring, the contract details for the dot or contract were up for renegotiation with I can and a few things happened in that renegotiation that already have the community kind of in critical response. Those things included some changes to what had, for a long time been part of the contract. One of those was taking away the price cats, so prices could be set at whatever was desired.

[00:44:45.21] spk_2:
The price for

[00:44:47.40] spk_3:
a dot org’s domain is very low, right?

[00:44:50.79] spk_0:
It’s about $10

[00:44:52.71] spk_3:
$10 for the year. Okay,

[00:44:54.88] spk_2:
Okay, you’re more acquainted

[00:44:56.72] spk_3:
with this and I am because I don’t use dot org’s I love Dot or GQ. You know, I make my living at dot org’s, but I don’t I don’t use it personally, All right? So, yeah, it’s $10 a year. Okay, so they’re So the initial conversation about a contract renewal was take away those takeaway a price cap,

[00:45:23.25] spk_0:
take away the price cap, and then some other pieces that essentially made folks feel that it could be organizations with these domains. There’s some vulnerabilities around censorship and that kind of thing.

[00:45:30.91] spk_2:
Okay, So a

[00:45:31.79] spk_0:
number of organizations

[00:45:33.22] spk_2:
and

[00:46:04.28] spk_0:
people had responded to those changes back in the summer and spring saying, you know, Hey, wait a second. This is not right. This does not feel right. This is, you know, longstanding components of the contract. Why’re these Chicken Jane? And despite overwhelming over 3000 responses saying don’t do this, I can. And public interest registry went ahead and the contract gotta prove that way.

[00:46:05.26] spk_3:
Ok, wasn’t I? Sock, actually, isn’t I Sock?

[00:46:09.57] spk_0:
I can

[00:46:10.46] spk_2:
I can. Okay, but I stock

[00:46:12.67] spk_3:
owns public interest registry, right?

[00:46:15.88] spk_0:
Sure. But public interest registry is kind of the manager there. The owner of the contract.

[00:46:21.62] spk_3:
Ok, ok, and they’re the ones who managed the managed. OK, all right, So now

[00:46:43.06] spk_0:
and what is kind of an added so we can think about it as there’s all of these changes happening? And then, isn’t it so convenient that now a private equity firm is willing to pay over a $1,000,000,000 for this contract that no longer includes price caps and includes some vulnerabilities around?

[00:46:50.72] spk_2:
Wait. Oh, I hold on. I didn’t see that. The price tag is over a $1,000,000,000.

[00:46:57.22] spk_0:
$1.12 billion.

[00:47:11.85] spk_2:
Wow. Okay, I did not see that. I was I was wondering, but I hope she’s okay. So All right, so the question All right, So let’s let’s fast forward now. You aren’t

[00:47:20.74] spk_0:
even following who don’t. Maybe you don’t even work in a non profit that has a doubt or domain. You can already see from, like a, you know, business magazine perspective. What? What seems questionable about the situation?

[00:47:29.30] spk_2:
How the hell are they? How the hell is going to make all that money back, right? Yes. On the backs of

[00:47:34.24] spk_3:
America’s 1.3 million charities.

[00:47:37.88] spk_0:
Well, and keep in mind, this is for the entire globe. this is non profit over the entire

[00:47:43.35] spk_2:
world way. Talk

[00:47:49.38] spk_0:
about wanting to have a human rights lens on reviewing this transaction. When we talk about vulnerabilities for censorship, we’re thinking about non profit, not necessarily in the U. S. We’re thinking about non profit in parts of the world where they rely on a dot or domain so that people here in the U. S. No. Oh, this must be a new organization doing good work. I’m willing to donate to them. I’m willing to support them. They’re likely doing work in a geographic region where their government is not in support of what they’re doing right. And having vulnerabilities for censorship means their government could just turn their website off. Right?

[00:48:28.27] spk_2:
So,

[00:49:21.43] spk_0:
uh, there’s a lot happening that is sure maybe not happening in this moment, but very, very likely could happen, right, because these changes have happened. So, um, what has also been challenging is that in a few of these public forums and 10 held a community call and invited the folks from Internet society and PR to come. And John Nevins said that he asked for those changes to be added into the contract, which kind of further creates this web of questioning about who knew this was happening. And how long was this plan, right? If those changes to the contract are what made the contract worth apparently over a $1,000,000,000 how did all of this happen?

[00:49:23.63] spk_2:
Did you have someone from ethos on the call?

[00:49:30.23] spk_0:
We did Eric Brooks, That Theo.

[00:49:50.31] spk_3:
Okay. And he has, uh, yes, I wanna be. I wanna be balanced here because he has a block post that from December 16th where he answers some of the answers, all the questions that a Mozilla Block post had had asked

[00:49:57.17] spk_0:
Answer some of those questions and I would say responded to them. Did not answer them,

[00:50:29.66] spk_3:
You would say responded. Okay, okay. So, like, for instance, on the pricing, um, what assurances gonna dot Or community have that ethos and p i r will keep their promises regarding price increases. We’re committed to limit increases for dot, or domain registrations prices to no more than 10% per year on average, based on domain prices today, that would equate to an additional $1 per year. We plan to embed these pricing commitments in our public benefit LLC or other corporate governing documents that that doesn’t care. Is that not satisfactory?

[00:50:43.24] spk_0:
No, I mean on average. So that could say, over the next 20 years, the average has been 10%. We all understand that Average doesn’t mean every year has to be.

[00:51:05.50] spk_3:
Yes. Okay. Okay. Now Eric says that they are Ah, they’re going to create a P I R. Stewardship Council. Right now, The Stewardship Council, um, concept behind our proposal is to put in place a dot org’s community advisory board body. The council will seek input from the daughter of community and convey the needs of the data or community to P i R. Management provide advice to p ay, our leadership on key matters impacting the daughter of community. And the leading voice in recommending new service is capabilities to be offered through the dot org’s platform to serve the mission driven community.

[00:51:29.44] spk_0:
Yeah,

[00:51:31.06] spk_3:
okay. What? You know,

[00:52:33.02] spk_0:
they had a, uh webinar. I guess you’d call it yesterday. So did and spoke at more length. It wasn’t a discussion or, you know, they didn’t take live questions or anything like that. But they spoke at more length about the same topics. And what we can understand about this advisory council is that the P. I. R. Board and the folks already working there working within this deal will choose who the council is. The council has no actual authority. Oh, our mechanisms for accountability. And, you know, it’s like a group that they have chosen that they say is able to give be back. So I don’t see how it addresses any of the kind of concerns that rest of the dot or community has for riel accountability.

[00:52:35.39] spk_3:
Okay, so your concern is that it would just be like an advisory board on sort of perfunctory and not not without really thought without authority. The authority would

[00:52:48.12] spk_2:
still be may not

[00:52:52.65] spk_0:
be folks who would have divers or critical views because their hand selected.

[00:52:57.75] spk_2:
Okay, well, hey, did say

[00:53:09.60] spk_3:
again Eric Brooks in his block post. He said that there would be standards for qualifications for membership on the stewardship Council. So

[00:53:10.65] spk_0:
sure,

[00:53:11.40] spk_2:
they would think

[00:53:12.31] spk_0:
that’s a pretty like white, dominant view of saying I’m gonna choose my friends.

[00:53:31.50] spk_3:
Yeah. Okay. Yeah, because, Well, yeah, The question is whether the dot or community would have input into, I guess I guess we’re talking about. Enter the terms of this disagreement between ethos and I saw. Right,

[00:53:32.83] spk_0:
Right. So we’re moving from a world where the dot or contract is managed by a non profit organization who would also managed by a non profit er organization and into a world where the dot or contract is held by a for profit entity owned by a private equity firm.

[00:53:50.69] spk_2:
Do it right. Just the principles

[00:54:02.33] spk_0:
of those organizational set up completely changes the context in which the dot or contract is maintained. Right? We’re going from a non profit entity reinvesting any additional funds back into the sector to two organizations that are really meant to maximize profit. Right?

[00:54:18.87] spk_3:
I understand. I do understand. And this falls into the category of I I’ve noticed this more in the past 10 years or so. We

[00:54:23.50] spk_2:
have to I feel like I have to fight Maur for what I did to keep status quo.

[00:54:28.65] spk_4:
Um

[00:54:29.74] spk_0:
Yep.

[00:54:32.60] spk_3:
So this is something that all

[00:54:32.93] spk_0:
right, let alone progress.

[00:54:37.08] spk_2:
But yeah, I’m just I’m just Internet

[00:54:54.29] spk_0:
society. Didn’t feel that it was sustainable to manage PR PR didn’t feel like it was manageable. Thio sustain the dot or contract there’s a different solution to that than completely, you know, throwing it out.

[00:54:56.36] spk_3:
I understand. All right. I’m

[00:54:57.40] spk_2:
gonna let us go

[00:54:57.93] spk_3:
a little longer. We are. Typically, we would end right about now, but let’s let’s go another few minutes. Not not not 10 minutes. Because listeners are pretty much counting on on our but, you know, really go another 45 minutes.

[00:55:09.79] spk_2:
Do we know how much

[00:55:12.26] spk_3:
revenue P I R earns? I don’t know. Over the

[00:55:16.01] spk_2:
past years, Annual 19 nineties

[00:55:18.24] spk_0:
and that kind of thing.

[00:55:20.44] spk_2:
Okay, what do you know?

[00:55:21.19] spk_0:
It’s like 90 year.

[00:55:24.12] spk_3:
90 year? Okay. And you’re saying that the contract price is 1.1 billion?

[00:55:30.09] spk_0:
Correct.

[00:55:40.30] spk_3:
Okay. It takes a long time at night at the rate of 90 year to earn back 1.1 billion. And then it’s a venture profit. It’s a venture capital firm. Well, Fletcher, profit venture capital firm, which is a which is a profit profit firm,

[00:55:46.59] spk_2:
that it would be a long

[00:55:47.44] spk_0:
time if you had price caps.

[00:56:00.20] spk_3:
Yes, but there may be other methods, you know, we’re not, you know, we’re not venture capitalists, so I guess you know it comes with a healthy dose of suspicion, not just skepticism,

[00:56:02.04] spk_2:
but I mean challenge. There’s

[00:56:04.47] spk_0:
so little information that’s been shared and so

[00:56:06.68] spk_2:
many questions way.

[00:56:29.19] spk_0:
We have asked, you know how in the community Call it and 10 held. We directly asked Capital if they could confirm how long they plan to own the new version of public interest registry, whatever the new or profit is, how long they plan, tone and invest in that company. And they their answer was a really long time in terms of this work. Okay, well, in terms of private equity, I mean, a year could be a long

[00:56:38.39] spk_2:
time, you know,

[00:56:55.20] spk_3:
Right on his block post. Eric Brooks says Ethos has stated on multiple occasions that we are committed to investing. P I R for the long haul. Are investors include families and not profit acquisitions with long term investment horizons. Um, okay, now, but

[00:56:56.08] spk_2:
your concern is that they could resell it and then and then and then we And then it’s then it’s

[00:57:27.76] spk_3:
between 22 Private. Well, even if their public to four profit entities contracting and the outside community has no input into what contracts are between two companies any more than you know any more than we can comment on intends contracts with vendors for NTC, it becomes a matter of private contract in the case of every sale. Okay. All right. What should, uh, what your listeners do. What should we be doing? We gotta we gotta

[00:57:34.50] spk_2:
move on What you’ll do, you really

[00:57:36.45] spk_0:
love? You can

[00:57:37.14] spk_2:
go

[00:58:25.50] spk_0:
to save dot org’s dot org’s s a V e D o t org dot or GE where we have posted the recording of the community call, for example, if you want to be able to hear what the folks from these companies have said, uh, you can see the letter that we’ve sent to them that outlined some of the issues in the contract and what is really important right now. As for organizations to sign on and endorse our request that the sale stop or if you can’t sign on behalf of your organization, sign as a person as an individual. Right now there’s almost 550 organizations who have signed on, and we have almost 19,000 people who signed on those numbers really matter and help demonstrate that this isn’t you know, just in 10 and e f f who have a problem, right? This is a lot of organizations diverse people who understand that this is not in the best interest of a non profit, you know, four good world of the internet.

[00:59:14.24] spk_3:
Okay, Andi, uh, some of the other organizations involved Association of junior leagues. I’m just sampling from from a list of crisis text line do something dot org’s listeners know Aria finger Do something dot or GE ff Electronic Frontier Foundation Girl Scouts of us A Independent Sector Meals on Wheels America, National Council of Nonprofits and 10 Techsoup Volunteer Match Volunteers of America Wicked Media Y M C A of the U. S. A Y W c A U s A. All right, Amy Sample Ward. Thank you very much.

[00:59:22.12] spk_0:
Thank you so much. Tony. I really appreciate you kind of diving into this when I know it can feel a little acronym heavy, but it really will impact every single non profit

[00:59:33.62] spk_3:
Amy Sample word social media and technology contributor and CEO of in 10. You’ll find her at Amy sample ward dot or ge and at a M. E. R. S

[00:59:40.76] spk_2:
board and Aimee. Simple word. Lots of good wishes for your holidays. And for 2020. That’s a good wishes. Radio,

[00:59:47.02] spk_0:
I hope 2020 means we get to see each other in person.

[00:59:51.12] spk_2:
Well, we will it ntc

[00:59:52.47] spk_3:
But we need to go beyond that. Hopefully.

[00:59:54.43] spk_0:
Okay.

[00:59:56.03] spk_3:
Thank you so much, Amy.

[00:59:59.01] spk_2:
Next week and the week after, there are no shows. I hope you enjoy. Enjoy the hell

[01:00:24.21] spk_3:
out of your holidays. Take time for yourself. Disconnect off grid. You know what all that means? I don’t need to flush it out. I hope you do it. I hope you do it for yourself. Friends, Family. Do it. Take the time you need. You need to take time for yourself because you’re in a giving profession. So no show for two weeks. If you missed any part of today’s show, I beseech you, find it on tony-martignetti dot com

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Hello and welcome to Tony Martignetti non-profit radio Big non-profit ideas for the other ninety five percent on your aptly named host. Oh, I’m glad you’re with me. I’d be hit with like Oper diagnosis if you made me breathe in the idea that you missed today’s show. D I and governance, diversity, equity and inclusion run deeper than having folks of color on your board. Are you managing treatment, access and opportunity for non white males? Jean Takagi and I talk through the issues, goals and methods. He’s our legal contributor and principal at Neo Non-profit and Exempt Organizations Law Group on Tony Steak, too planned giving one piece at a time. We’re sponsored by pursuing full service fund-raising data driven and technology enabled Tony dahna slash pursuant but Wagner CPS guiding you Beyond the numbers. Wagner cps dot com Bye. Tell US Attorney credit card processing into your passive revenue stream. Tony dahna slash Tony Tell us and by text to give mole donations made easy text. NPR to four four four nine nine nine Always a genuine pleasure to welcome Jean Takagi back to the show. He’s managing attorney of Neo, the Non-profit and exempt Organizations Law group in San Francisco. He edits the wildly popular non-profit law blogged dot com and he’s the American Bar Association’s twenty sixteen, outstanding non-profit lawyer. He’s at G Tak. You know, it means Gene. Gene, the law machine. Welcome back, Jean Takagi. Thanks, Tony. How are you? It’s a pleasure to have you. I’m well, thank you. Happy New Year. Happy New Year to you as well. Thank you. I think maybe this is just the first shot misses. And you’ve been on before? Yeah. You have been on to the new year. No, I haven’t. I think this might be the first one was the first buyer, and this is February fifteen thousand. Alright, well, so we wish you a happy New year anyway, on DH and I I hear you wishing it back. So thank you very much. It’s never too late. Never too late to say pleasant things to each other. Um all right. So diversity, diversity, equity and include vision. I feel like we should first identify our terms. That is that is that everybody knows that diversity, equity and inclusion are not the same thing. This is not like, what’s the law, you know, aiding and abetting. You know the law, he says. The synonyms mean the exact same thing. Break and enter or, you know, a dahna bet this’s not this is not that this is not that. So what? What? How would you define diversity? Arika? Well, I think you know, it’s a great point that that it’s not a belt and suspenders approach these three different terms, meaning three different things. So diversity, I think, is the range in way people different people differ, and it’s used often in reference to race, ethnicity, gender, age, national origin is big, and the news now religion, disability, sexual identity and orientation, socioeconomic status, marital status, language, physical appearance and just a number of other characteristics. So it’s just reflects the way that we’re all different from one another. Equity is the quality of being there, I think, with respect her rights and treatment, and access and opportunity and advancement for all people. It’s kind of the constitutional principles that we think of equal protections of the law and all of us having the right toe. Life, liberty and justice and persons and organizations that work towards a more equitable society focus on understanding the root causes of the inequities, and they’re looking to identify and eliminate barriers and, of course, increase justice and fairness, both on a micro level on on a macro level and that final term Tony inclusion is really the state of creating or maintaining environments in which any individual or group Khun B and feel welcomed, respected, supported and valley to fully participate, embracing differences among different people. So diversity gets us one part of the way. But without inclusion, diversity may mean very little. Yeah, on organization could be diverse. But that doesn’t mean that it’s inclusive because divers is just a photograph of ah, multi racial, multi ethnic, multi gender aboard. But that doesn’t mean that that that that board is inclusive on DH, creating the right kinds of environments like you’re talking about. Yeah, absolutely right. So if we you know, we might approach that that topic and in a bit. But if we just bring in people of marginalized communities like certain minority groups or certain gender groups or all of the other categories we talked about and they’re just tokens but not given any authority, and they just make for the good picture that you were talking about. Well, that’s not inclusive. Or and that’s not equitable at all. That’s just having diversity for diversity. Stake? Yeah. Yeah, for a good photograph and a like a check box or something. All right. So is this. Ah, well, this is an area that non-profits are, uh, working on. I mean, it’s an area that our whole countries working on. It’s it’s in our culture with black lives, matter and metoo and, uh, marriage, marital equality. So it’s this is not certainly certainly not unique to non-profits, but but our our national consciousness has been raised. Um, how do you feel? Or how are non-profits faring? I mean, and what do you see among the groups that you work with? Two? Sure. I mean, it’s a great point, Tony, that this is in our national conscience. And, uh, there are a lot of tension and controversies where these what I will think our our moral issues are at play, and we’re looking at legal solutions on sometimes opposites sides of what some people will consider moral and Justin, others might say, are not a matter of morality but my position. And I think the position of most of the organizations we’ve worked within. And I’ll note that we do work in San Francisco, and we work with them non-profits in New York as well. And those air, certainly, um, uh, centers that that might be seen as more liberal than other areas. But, uh, there are, I think, these basic beliefs that, you know, some people are born with certain advantages or disadvantages, no choice of their own. Some people are born with certain characteristics or abilities, and some are not have no choice of their own. And many of us believe that we should work TTO help assure that all people have equal rights, equal protection, equal opportunities. And that’s sort of the moral case for saying, you know, diversity, equity and inclusion in our non-profits really matters because if we’re not leading in these areas is a nonprofit sector there’s there’s a question about that’s not a core value, really, is what the work we’re doing just focused on benefiting certain groups and maintaining status quo and improving the status quote for certain people with power and privilege. So that’s that’s kind of where I stand on that. Yeah, um, we may as well just call this right out. I mean, I feel an obligation to do that, You know, when we say certain people, some people no fault of their own, whenever you know, born with privilege and power and status. I think talking well, We’re talking about white males. There’s a There’s a white male supremacy culture in the country. And, um, that’s what creates structures that are oppressive, you know, day to day to people who don’t enjoy that power and have that that perceived status and and you know it. It creates a lack of opportunity and oppression and, ah, difficulty and just like day to day struggle, that it’s hard. It’s hard to. It’s hard for others for me to appreciate. I try, but it’s hard to understand the full the full impact of it. And I appreciate that, Tony. It’s I mean, it’s a different I mean obviously a complex and difficult to discuss subject. It makes us all uncomfortable, which is part of the reason we need to have these discussions on the board level and on a broader organizational level. Let me sort of make one sort of caveat to all of this. In America, with white male culture can be seen is, you know, the dominant color alter with the power and privilege very fairly in various duitz. Observe that, and that’s obviously a very informed opinion that you have with others and I’ll even say it’s not an opinion. It really is a fact. But marginalization goes beyond race to, you know, and and gender. It goes to sexual identity and orientation. Religion, nationality, wealth. Wealth is a big one. I think age now disabilities, um and I don’t necessarily, you know, have the capacity to understand all of those aspects, and nobody really has the capacity to ask, Understand the aspects of marginalization for all the different groups that we may have. And we do categorize people on a number of different levels and have to recognize that these are off often overlapping and interdependent zsystems um, that that involved discrimination and disadvantage, and some people refer to this is intersectionality. But it is something that we’re all dealing with this country and the one that you raise. Maybe it’s the one that’s primarily on her, uh, our attention right now. And that’s kind of the white male dominated, uh, power and privileged class of individuals and how our institutions have developed over our history with that perspective on informed by that group on how difficult it is to change on recognize the problems that we have if we just continue to go down that path and try to make little incremental changes to the system to make it a little bit fair rather than to think about rethinking some of these and re imagining how how more equitable systems could take their place. But the white male power structure, though I that’s the that’s the root of all of it. It it seems, you know, the more I read and think that’s that’s the foundation of it. Of all the all the inequities, I myself apologize. We’ve got to take a break, but we’re coming right back to this gene. Stay right there. But I have to take care of our sponsors, too, Pursuing their newest free book, The Art of First Impressions. It’s all acquisition. To attract, acquire new donors, you have to make a smashing first impression. They re book has the six guiding principles of ineffective acquisition strategy. How to identify your unique value, plus creative tips. You’ll find it on the listener landing page at Tony dahna slash Pursuant Capital P for please. Now let’s go back, Tio, My conversation with Gene and D. I and governance. All right, So Jean, you know, and so I think that’s the route is the white male supremacy, Um, and you know, And so you and I have to have a safe, you know, safe space for conversation. And it so happens there thirteen thousand people who are going to listen to this. But, you know, you and I, we know each other. So we I for the first time in, like, eight and a half years, I’m feeling a little awkward, but, um, I think if I say that, then that helps me. Teo, we’ll give it voice and just recognize it and say that’s that’s how I’m feeling. But we have to, you know, we’re two people who have known each other for for those eight and a half years, we’ve had lots of conversations where? Thirteen thousand people? Well, years ago, it was only fifteen hundred. But now it’s thirteen thousand. Have listened, and we’ve always been fine. So you know, you’re in a safe space. I’m in a safe space way. Have we have good heads when we have good judgment and, you know, just we have to just, ah, acknowledge there’s a little There was a little attention. At least I was feeling it you know, and just have toe. Okay. You know, these are just the’s air manageable topics. Fair enough. That sounds okay. Absolutely. Tony. And I’m appreciate you having you know, this conversation. It’s obviously one again that’s super sensitive, and I’m sort of, um, the beneficiary of certain powers and privileges myself, so I can appreciate. While I’m of Asian American descent and I have dealt with certain inequities because of that, I can certainly appreciate the many powers and privileges of I’ve had because of my background, including being a male and including living in AA community, where Asian American males are not that uncommon. So it’s a difficult discussion tohave, and everybody’s gonna have a different perspective on this, but I think again, making sure that people do have this discussion at every table. So at the board table, at the dinner table with your family, I think these are important discussions and, um way only benefit by talking about this. Even if there are disagreements. And even if there are attentions and a certain level of uncomfortable feeling that I get generated by them on get’s, you know, we challenge ourselves. I mean, you know, you have your own business. You’ve you’ve broken out. You’ve you’ve challenged yourself in lots of ways. I have my own business. I have a show that, you know, half years ago didn’t exist, you know, So we’re open to challenge, and so we shouldn’t fear another challenge. We’re just taking on another challenge. I gets a sensitive topic, but that doesn’t mean it’s insurmountable by any by any stretch we’re both accustomed to challenge. So we’re challenging ourselves. I mean, you spent twenty minutes on Twitter, hominy, hominy, uh, you know, postings the seasons, challenge yourself and break outside. And those who don’t think differently think, think like everybody else. And where would we be if we all were of that sort? You know, I mean, you see that stuff on Twitter and Facebook all the time, And so now we’re, you know, I mean, you and I live it, Ah, lot, because we have our own businesses. But now we’re doing it in a a different way. A different arena, but still the same thing. It’s the same concept. It’s a it’s a challenge. And it’s ah, it’s overcome oppcoll I agree? Absolutely. Absolutely. If you don’t have the difficult discussions, then you’re probably not advancing a zoo, group or organization. Very well, right? And if you don’t challenge yourself, you’re not. You’re not advancing and growing as a person. That’s because that’s what I was getting to absolutely agree. So All right, so what if you’re on a board and you feel you’ve, you feel like, uh, the board does not reflect or the leadership of the organization. Let’s even bring in the CEO of senior leadership. But you’re a boardmember because we’re talking about defying governance. Um, and you don’t feel like the that that leadership, as I defined it, represents the the people that you’re serving doesn’t represent the communities that you’re serving. What do you think you should do? Hyre It’s a fantastic question, and I think that’s the one that everybody is asking right now, Tony. And partly because we keep getting these results, uh, that show that the nonprofit sector has really not been leading by example in terms of diversity on its board of directors or diversity in its leadership. I think the first thing we need to do is acknowledge that is that we’ve been doing pretty much a terrible job is a nonprofit sector in terms of getting diversity on our boards and diversity in an inclusive way, of course, so I wanted to raise. There was a survey by board source in two thousand seventeen called Leading with intent, and it found that ninety percent of CEOs and board chairs were white. Eighty four percent of board members were white, and twenty seven percent of non-profit boards were entirely wait. And these are bear improvements over a similar survey that they conducted more than twenty years ago. So, yeah, ah ah, highly disproportionate group and we were talking about power and privilege. Um, a really disproportionate number of Non-profit non-profit leaders in governance and CEO rolls are white. And when we talk about this in terms of larger organizations on and sort of the hyre paying CEO position, the gender differences come out as well, where a lot of white males again are dominating on those boards. And in those CEO position, Um, somewhat reflective of, you know, for-profit Fortune five hundred company CEOs and boards where there’s been actual movement, Teo increase att least on a gender basis. Some diversity on their boards. But Non-profits so far have been just doing the terrible drops, I think. Acknowledging that and saying whatever we’ve been doing so far, his not been very good. I think that’s the first place to start. Okay, So you could say, you know, our board is not unique. Our leadership. Sorry of the way. Our seven. Our leadership is not unique. You know, here’s the statistics. The trend is awful. The numbers compared to the twenty years ago, it’s either flat or just our bare improvement there or it’s a walk back. So we’re not unique, but we But we can be leaders on DH. It doesn’t make me comfortable, Teo to be on a to be a part of this organization, that it doesn’t reflect the people we’re serving. Um, first thing I suppose you are a boardmember. Er I don’t Should you? What would you What would you suggest in terms of bringing it up? Would you bring it up in a board meeting now? Probably not mean, you should. You want to have ah, a couple of back channel discussions first, right before you before you make this a, uh ah, ah, anew. What’s it called on agendas? You do boardmember is all the time A new Your business new business before you bring it up is there are lots of hard work that hard work for me to find. If you have a five minute discussion at the end of the board meeting about this topic, it’s not really gonna go. Yeah, you’re very far not introduce it as an issue and put it really on the back burner, if that’s how you’re going to raise it. So I agree some back channel discussions among some of the board leadership and bringing in the CEO to say, You know, this has been a problem in the sector. Let’s take a look at our own board and lets see, do we have this issue as well? And there’s a little bit of, you know, something that’s been called in the racial context. White fragility about being very defensive about about this and think, you know, Yeah, the sector is awful at diversity and equity on board. But you know what? Our boards really different. Even though you know, our composition might exactly make up our community. We’ve got a few people you know who are persons of color, or we’ve got a few people who were women or however you wantto look a diverse. But do they have to testify that you’re being very defensive? Very defenses? I think, having open discussions about, well, what would this organization’s board look like? Ideally, in an ideal world, what would this board be composed of? What different perspectives can we bring in? And why would we want diversity on our board, Our specific board? We know it’s a problem across the sector. We know that maybe on an organizational level, we haven’t always done the best job. But we feel like we have our hearts in the right place. Well, what would this ideally look like? And I think maybe that’s the starting point of discussion to say, Why do we want diversity? What tack of diversity do we want? And ideally, what would that bring out our organization? Why would that make us on it further our mission in a more effective and efficient way. Why would that make our organization be more sustainable over the long run? And maybe after that sort of sort of going for the positive first, maybe after that going? Well, what happens if we don’t do anything about it? Are we going to still be relevant? Are we still going to be around in ten or twenty years? Are we going to still be able to serve our populations as well? If we don’t do anything about these things. So I think those are the questions you ask. Maybe start with the positive and then go to the alternatives. What if we don’t do anything? I’m feeling like Tio. If the board is goingto have, uh, focus on this and have meetings around this and that a professional facilitator could be really valuable because, you know, because of the things that that I talked about and you you seem to feel too, you know, ten minutes ago, and that’s just two of us who know each other very well. You know, but I can imagine a board of eight or ten people, and the defensiveness starts coming up. I could see where a professional facilitator could be really valuable. Absolutely, Tony. And one who has experience dealing with DEA issues. Right, Because they they are particularly sensitive. Just a strategic management consultant who doesn’t deal with this and who might be a member of a powered and privileged class might not have the same perspectives and sensitivities to be ableto bring in the discussion than the understandings of the board members. Teo, be able to move this discussion forward in a way that will actually promote inclusiveness and equity in the organization. Just when would you just said d? I was just thinking this is a really It’s a good thing they don’t call it, uh, equity inclusion and diversity. That would be I’d improvised explosive device. And this this stuff can be really explosive. So if you’re not so I think I just if you’re not careful, you could you could you? If you’re not careful, you could die from the i e d of D I Yeah, that’s absolutely all sorts of possible acronyms. And I hear E. D. I is a frequent acronym on this issue as well. But, yeah, put the put the letters together in the wrong order, and those are the bad things that can happen. You could die from the from the explosiveness of deeds of I of d I. So All right, So what are some of the positives? And, you know, we were going to take inventory. The positives. Then we’re going to take inventory of the negatives to the fear the change. Some people gonna lose their board slot over years. This is obviously not gonna happen in six months. It’s not even happening. One board cycle. But if it’s going to if the organization will be committed to it, you know, there’s going to be costs and benefits. But so what? What? What? Can we identify some of the benefits of having a board that does represent Ah, leadership? Sorry, I keep saying board, but leadership that does reflect the community that we’re serving. What We know someone we know, some advantages. I mean, I because I could spitball a couple, but what do you What do you think? Well, I I think maybe the common sense advantage that we can all probably think about say, that makes sense is that when you got diverse perspectives and diverse backgrounds, it’s going to result in. Mohr informed better decision making because it’s not a bunch of people with the same experiences on the same backgrounds in the same kind of understandings of certain things. You’ve got more, more different thoughts, a different thought. Leadership in there and diverse leadership attracts broader community support. It also leads to greater equities because you’re now thinking about well how to our programs or how our services effect not only just sort of people in general, but segments of our communities. How are we doing with our African American communities or with our Latin next communities or with our Asian American communities with our LGBT communities? And you know those air things that we can all sort of bring in more diverse boards in an inclusive, diversity. Inclusive manner, of course, brings more different perspectives. Beings Mohr leadership that’s informed by different ideas and different backgrounds on DH that really helps out on, you know, also different networks. You’re opening up the opportunities for for for networking and who could be brought to the organization by having a more representative, diverse and inclusive board just absolutely latto napor networks and I think thunders now are starting to become very interested in this area’s well. So in terms of attracting the funders, if you rely, at least in part, on having grants coming from foundations, um, there’s trying to become more and more interested in this space. And part of the reason why is because there has been a lot of backlash against Thunder’s not taking into account DEA in the past, on their being called out and there have been different books. I’m not sure if you’ve been sort of talking with people about these areas, but on and had your argast has been, he wrote Winners Take all, which was on The New York Times top one hundred books list and that talks about sort of power and privilege and philanthropy and how, it seems, you know, serves to perpetuate inequities. Well, foundations are sensitive to that, and I know there are some foundations like the Ford Foundation, that are actually really moving, um, to address some of the inequities that have been caused by by foundations. There’s rob racial Stanford, who just wrote just e-giving who talks about tax policy and how wealth and philanthropic giving like that by maybe like somebody like Jeff Bezos who pledged two billion dollars to charity is really something that deserves not our gratitude but our scrutiny because of his ability to shape policy. You hung that money, influence things going forward and again in a way that a white male sees importance but not addressing it with a broader community. So I think the philanthropic sector is more interested in funding in these areas now, as they’ve been called out on it. Uh, and so if you’re a charity just dependent upon it, it’s gonna really be important out to your funders, many of them and increasingly, mohr that you’ve got a diverse board that has taken into account different populations that it may serve. Are we gonna take a break? Someone we did have on this show just just a few weeks of December. Edgar Villanueva, Uh, the author of the book de Colonizing Wealth and his thesis that use money as as healing For all the past inequities over centuries, Edgar is excellent. Also. Jean, When we come back, let’s let’s talk some about some of the downsides, the fears that we’re going to have to categorise and and list and deal with also among the leadership for this change. Andi, let’s talk some about token ization, too. Weinger CPAs anew Archive Webinar foryou. Accounting update. What has changed that Wagner knows intimately. If you can get intimate with accounting, you shouldn’t get into it with accountants. But but that’s hard. We’re talking about the topics that they know intimately, and you just need to know them a little bit so you don’t need to be intimate with them like the accounting update. New requirements for financial statements. You find this at regular cps dot com. Click Resource is then Webinars. Now time for Tony Steak, too. Take your plan. Giving one piece at a time. I was watching a tree get cut down in my father’s yard like Abraham like, uh, and I was thinking about planned giving. I did not think about honesty. I was thinking about No, wait, That was, Who was the tree? That was George Washington, not Abraham Lincoln, right? Cutting this tree down. That was George Washington. Um, but I wasn’t thinking about either of those Anyway, I was thinking about plans e-giving there’s a guy up in in the bucket and he throws a rope around a branch so that it doesn’t fall uncontrolled after he cuts it. And that’s just like you need to have a couple things in place. Simple things. Just simple rope, that’s all. Nothing elaborate but simple rope thrown over another branch. You need to have a couple things in place before you start your plan giving like, you want to know who your prospects are going to be. We’re gonna be promoting this, too. You wanna have some? Ah, simple plan for going ahead. And then you can go ahead and start your promotion. The cutting. And that would be, of course. You start with bequest. Just take it one piece at a time. Just the way I watched this guy cut this tree down One branch of the time it took ah, full eight hour day and including all the clean up. So you take it one step at a time. And, of course, I’ve got clips of ah, thiss tree surgery, all as part of my video at tony martignetti dot com. Now let’s go back, Teo. Gene on DH talk about D I. Diversity, equity and inclusion and governance. So, Jean, some of the some of the negatives that we’re going to have to deal with, um what what do you fear of change? I mean, I’ll throw a fear of change. Like I said earlier, some boardmember is going to lose their seats. I don’t know that hands are going to be going up and saying, OK, I’ll surrender my seat, even though I’ve got I’ve got two terms left because our by-laws called for three times. But I’ll give up my last two terms for there to be a person of color in my seat. I don’t think that’s gonna happen. So what are what are some of the negatives were going to deal with? Sure. So, you know, in addition to the one that you mentioned about, well, you know, does that mean I have to go was a boardmember because I’m a white male and be replaced by somebody else? That’s not necessarily the case, but that is certainly one of the fears that comes up more. General fear is maybe that Hey, we’ve got some great board members here, but they happen to be white. Does that mean we have to let them go? So that’s one of this year’s They’re stuck on a government structure that says, okay, maybe we were goingto have at nine boardmember Zohra ratio of four to ten, and you have ten board members and nine happened to be white. And you think they’re all great people? You don’t want to lose any of them, so the side as well, we can’t make our board more diverse without losing good people. And that’s a difficult discussion. Tohave One solution maybe increased the size of your board. You go. It’s not It’s not an either or, you know, good, bad. Kind of No, that’s a center in institutional structure. Way. Have to sacrifice some loose, um, good white people so we can get people of color on know just what you suggested. How about we just expand the size of the board? Yeah, but in some cases, it might be good for some people to step aside. And I say that with respect to age as well, because, well, we haven’t talked about it very much. Ah, Non-profit boards tend to be kind of older to Tony as you may know, uh, and young people, particularly millennials. Andi, even some Jen acts are just not getting onto boards. And they’re losing interest because nobody’s recruiting them. So people stepping aside to let in younger generations new thoughts, new ideas, new backgrounds and bring them onto the board, I think is just incredibly important as well. Yeah. You know something? I’m I’m thinking, um, you know, any of these solutions or methods? I really I don’t want to call a solution a method of process that we’re talking about. Jean, you know, may or may not work for aboard, but I guess what my goal for this show is just to encourage the conversations. You need to figure out what’s gonna work best for your organization. Um, you you know? So yeah, you need to You need to tailor these ideas of just But but think about it, you know, be introspective. And if there’s if there’s some If there’s angst, you know, talk about it and give it voice and think about a way a way forward of making the situation better. I could not agree any more with you, Tonia. Absolutely right. I did want to address some of the other challenges, a swell that you raised about having these discussions. Because while it’s great to say, you should have these difficult discussions, there are these barriers to them. And so I think it’s okay to acknowledge that there barriers, including this fear of losing good board members or maybe getting kicked off the board yourself. But, you know, in addition to that, you know, people are thinking about well, in our mission really isn’t about diversity on, and it isn’t about racial equity. Our mission is about something else. It’s to increase, huh? Education in the sciences or it’s tio promote the art or to do something something else doesn’t Apparently, att leased the surface level have, ah, racial lens on it. So people think, Well, it’s working, invest and to do this right, Tony, you talked about bringing it consultant. The board has got to be prepared to invest money and time. You’ve got to do it on the budgeting process and you’ve got to say, diversity, equity inclusion. This is one of our core values, and we are going to invest as if it is a core values, and that is another barrier it’s going to cost money, it’s going to take time. It’s going to take time out of your board meetings because this is a difficult discussion that you’re not goingto have in fifteen minutes. Uh, it’s going to take time, and it’s going to be probably something that goes on forever. So these aren’t short term solutions that solved a particular initiative. These are ongoing discussions that aboard needs tto have to mean make sure that it continues to promote and observe its core values. And I would say that board members, individually you talked about the board of the whole thing, that this is the rule to have these discussions Well, I’m going to argue that a boardmember individually has a fiduciary duty. If D. IE is a core value of the organization to bring it up, Teo, talk with first, you know, private conversations with individual more members. But make sure that that goes to the full board, because if acting in the best interests of the organization is your fiduciary duty, which it is, and G I is a core, value the organization while doing things that further your mission and are consistent with your core values. That is your legal duty. And while you might not get into any legal liability situation for not observing him, it’s still your legal duty to do it. So I would say it’s really imperative upon individual board members who have identified D. I as in core Valley of their organization to make sure that it gets stated that way. And that discussion goes to the board and that investments are made on decisions are made, which will cost something. So to make investment means you’ve got to take money and time out of something else and put it towards this. It’s now time to start doing that for a great many organizations, take money from something else, or find right, raise more money. Correct. There may be sources of money that, uh, that will support this kind of work. Um, I don’t know, but but it’s again it’s not an either or thank you, that’s that’s excellent the way you explained Gene the individual responsibility, because if yeah, because if we all just looked to the if we all just looked to the collective and the collective never raises it, I mean, the collective is just a the collective just a bunch of people. And so if the collective never acts, then that none of the people are. If none of the people are acting, then the collective will never act. That’s why I’m trying to say it sticks me in the circle. Curious way of getting to things. But so, you know, if if every individual’s waiting for every other one, it’s never gonna happen. Um, okay. Uh, all right. When we come back, I got taking a break. When we come back, let’s talk some about organization, Gene. Tell us can use more money. You need a new revenue source. You get a long stream of passive revenue When cos you refer process their credit card transactions through Tello’s. It’s that simple. You give fifty percent of each individual fee and those things add up. That’s the long stream. Month after month after month. Watch the video. Then send your potential companies to watch the video. You’ll find the video at Tony that m a slash Tony Tello’s Let’s do the live listener love. Um it’s ah goes out wherever you might be from Guten Dog which would be Germany to Ni hao, which would be China two Konnichi wa which would be Korea. Um konnichi wa is what konnichi wa is Japan. I’m sorry on genes on Kenichi while Japan, of course. Because Korea is Anya Haserot. That’s right. Yes. Uh, So the live love goes out and that’s for the listeners abroad. But the live love goes to the domestic listeners. Nonetheless, sometimes I do abroad first. Sometimes I do domestic first. So this time I’m doing their broad first But the domestic listeners throughout their fifty states because it’s not only the continental United States we’ll bring in Alaska and Hawaii also, of course, the live love goes out there. So wherever you are listening, live love out to you and the podcast pleasantries, too are vast podcast audience. I’m grateful that you are with us been subscribing the numbers keep rising pleasantries to our pod cast audience. Okay, Jeanne, Um so organization. What? What does that look like? When people of color, uh, or other, uh, other classes are brought in as tokens. What? What does that look like? What that looks like Tony is it’s awful. Well, let’s use the person of color a CZ example. You have, ah, vast majority of the the current board composition being white, and that board decides what we need. Toe add a person of color onto our board. Um, so they bring in one person of color, maybe an African American individual. They bring them on the board, and then they take the picture that we talked about at the beginning of this show. It makes for a better picture than it wass before. Um, but that individual boardmember is really not given any additional power or duties. They’re not asked for their different perspectives that they bring onto the board. There’s no plan to incorporate that person’s background in knowledge to influence what mate be done with the organization’s planning efforts or its future board governance structures. So that person is just brought in there for the good looking photo that shows a more diverse board than it wass on DH by excluding such person from from riel positions of influence and power. Yeah, that’s really just making them a token. And that’s what we’re talking. There’s the key. Yeah, they have. No, they have no power in the organization. There’s no plan for rewarding sharing the power. Um, yeah, the power center isn’t changing. And if it’s one person that that’s probably that to me, that would be a red flag has to be a pretty small board for one person, too, to make a difference and to be incorporated into power structures adequately, Um, and you know the kind of something you know, sometimes you’ll see the diversity committee, right? And so the so the people of color, the lgbtq, you folks, whatever three older folks they’re put on the diversity committee, and that’s it. She really just be called the Divers committee. We have a committee that’s diverse, That’s it. That’s what they do. That’s their structure. That’s their charge to be diverse. Okay, we have a diverse committee, you know, Um, you know, it’s it’s it’s insulting on its It’s also counterproductive because people know when they’re tokens when when they’re not given the levers of power or access to them. People know that, you know, they feel it, and it’s just going toe. It’s gonna create resentment and animosity. It’s It’s counterproductive to have ah, a diverse committee. I agree. Chun hee. So in there, lots of stories where persons of color who get invited onto boards find themselves being the only, UH, person of color on that board and being appointed to a diversity committee. Um, and that gets to be a routine. They join other boards with similar sort of bored compositions, and again, they’re asked to be part of a diversity committee. And, well, if that diversity committees actually given enough power and influence to effect change so that diversity, in an inclusive way is really strengthened in the organization and its governance. Well, that’s one thing. But if that diversity committee, year after year, is just for the photo op, uh, and just for the Grant proposal that says we have one, well, that’s really classic token ization. And and that’s something that is counterproductive in the incredibly you’d be better off not having that individual joined the board. That will be a terrible board experience for that person as well. Let’s talk about how this is a e-giving deviating from what I was thinking, but it is important. How do you share the levers of power? A. CZ. So if the leadership is, is all white what? What do they do? What do they need to do? Latto give real power, too. The their newly new people of color, etcetera. They’re newly diverse board members. What does that look like? Sharing the levers of power. What? You know, I need you to talk a little bit so I can think about it cause I just thought of it myself. How do you do that? How do you start to share power? Great question. And that would be kind of one of those generative questions that board should have. Ah, long discussion about once identified D. E A. Is something they want to prioritise and adopted the core values, and I think they’re a few ways to do it. The first way is to decide well, the first thing to do is recognize every boardmember actually has no interference. Individual power. Every boardmember individually has no power unless it’s delegated to them individually. While they have no power. Collectively, as the board, they’re the ultimate power of the board of the organization. So collectively they have power individually, they have no power. So bringing on one person, colored just to be an individual boardmember not delegating any authority to that individual is classic. Token is but you have officers. So you have a chairman of the board. You may have a vice chair, you may have a CEO. You may have a development director, some of these air staff positions in all volunteer organizations that may all be volunteer positions. And there may be mixes, obviously, but their officers who do have individual authority and that where you have to think about is, is our diversity in an inclusive manner being affected through our officer positions there. Maybe committee positions that have power as well. Where they’re delegated with the authority to do things on behalf of the board and executive committee would be, you know, a typical committee that’s often asked to sort of take over Mohr of the day to day oversight. Then the full board would be and is a person of color, or whatever marginalized group that you’re trying to increase. The first report is that person, or are those people representative on those committees that have important power? And then, beyond that, maybe the other way to think about it is influence. So while I said each individual boardmember has no power different board members have considerable influence. And if you have a board meeting that’s, you know two hours long if you’ve got a board of, like, fifteen people, there’s only so much that each person Khun say and allow everybody to participate right, And that’s often controlled by the chair of the board, sometimes by the executives who run the board meetings, which isn’t always a great way to do it. But somebody is facilitating and latto presiding over the board and the board meetings. And to do that in a way that recognizes that persons from marginalized groups the person that you asked to be on the board, to represent some of those ideas and perspectives and thoughts, well, that might be unfair to say, you know, you’re brought on to represent every person who’s you know in that group. Yeah, that’s on. So just yeah, just to bring those people just to get at least their individual perspectives coming from that background or characterization, that can be important. But if the board members just don’t acknowledge that, you know, and just give them five minutes to speak at a you know to our board meeting because everybody else needs there five minutes. That’s not going to do much to effect change, either, You know, So so. But promotion, um, get mentoring access to the leadership Onda leadership that that hears them. I’d also welcoming challenges to the leadership, you know, not mutiny. But there’s a lot between silence and mutiny. There’s a broad spectrum there, and so welcoming challenges to the authority and even even in public. If you know if something comes up in public and it seems wrong that the challenge to that shouldn’t be defensiveness, marginalization and rebuking, it should be acknowledgment. I’m trying to listen and learn. You know? What is that? What’s the What’s the What’s the source of the conflict that’s been pointed out? Mean those air? Those are things that that I was thinking of. Two as a cz ways of sharing power and e-giving e-giving voice. I got to take our last break. Gene Hoexter give. Can you use more money? Need a new revenue source? Here’s a second way mobile giving. You can learn about it with text to gives five part email mini course. Fiv e mails won the day and you will know no more about text e-giving mobile giving than you did six days earlier. I did it, and I learned it’s easy to get started. It’s cheaper. It’s easy for your donors. It’s cheap for you to get started. There’s just a couple of lessons that come out of this many course to get the email many course Text NPR to four, four, four, nine, nine nine. And thankfully, we’ve got several more minutes, but probably not enough, uh, for D I and governance. Anything else you want to add? Jean, too. I threw something out that I took a break, because that was that was that unfair exercise of power? I’m sorry, E. I got it. I got to take care of the sponsors. I didn’t mean to do it that way. So anything you want, toe, respond to what I just said. I’m going to echo actually what you said because avoiding conflict going for consensus based decision making on boards, I think is really, um, enhances the white supremacy culture or a majority or power privileged supremacy culture. So I think embracing some sort of conflict is important. Having a long term focus and not just a short return focus is really important not to looking to just better perfect the status quo when you recognize that the status quo was largely designed by one group for their own benefit is also another important factor. Now I’ll just leave you with a few. Resource is so bored. Source has got some excellent subject matters, particularly those written by Veneta Walker, who used to be their vice president and now engaged in consulting. And I’m going to have a chance to talk with Brunetta about four diversity on a webinar coming up in March. So just plug that a little bit and say, look for her readings because she’s a really leader in this space and you can learn a lot. Okay? And now you’re going to be on this Webinar in March, which I’m sure you’re going to promote at the non-profit. Law blogged dot com, right? Absolutely. Okay, so people need to be subscribing to that. You’ve heard my admonition hundreds of times, subscribed to non-profit law blob dot com and you’ll you’ll find out info about Jean and on the Web in our with Veneta, we still have some time left. Jean What? What do you want to talk about? Well, I’m going to say a few more things than what one is that I was going to mention Edgar Villanueva’s Well, because his book, It’s remarkable de colonizing wealth, and I really appreciated your show with that girl. That was such an interesting show. He’s excellent. He’s excellent. Yeah, the next thing is, maybe once you figured out what you want to do in terms of Why are you bringing diversity on? And how is it going to help your organization pursue or an advance its mission in a better way. That’s the time to start to now, reach out to communities of color on DH. You’re gonna have to go through different ways because the traditional way of bringing in boards for most non-profits that have self perpetuating board, we just ask our friends or we asked our contacts and very much, you know, and I think there’s an evolutionary biology principle of affiliating with, you know, people who are of our similar characteristics, all to do with the selfish gene and and all of that and so that that’s our comfort zone. That’s what we may be predisposed to because it had sametz solutionary advantage in the past just sort of congregate with one another that we’re very much alike. But we’ve got a break out of that. And if you want diversity, you got to reach out and go beyond that. Acknowledge that you may have those those predispositions, but you’ve got to reach out. Consider Boardmember Ching Services, identity based professional affinity groups, colleges, community leaders reach out and be uncomfortable. As you said, Tony, be uncomfortable, get to know new people and get your organization to know new people and new groups and figure out how to do it right. If you’re really open and honest about it, these people are going to want to help us. Well, yeah. Go into the communities that you are under represented by that you’re under representing, uh, set up some meetings. Um, you know, maybe it’s Maybe it’s among your benefit community, The people you’re helping talk to them or uh, but as you said, Gene, you know, goingto community’s going to networks that you haven’t been in. People take a meeting, they’ll take a meeting. And if your genuine and sincere they’re going to hear that, they’re going to hear that and they’re going, They’re going to want to help you. All right, Gene hears. I don’t know if we covered this adequately again. My goal was just to get people consciousness raised and get them thinking about and talking about these things. But I want I want each of us to listen back to this, and you and I’ll decide together whether we should say some more on this or we feel like we’ve we’ve done enough. Not that now that we’ve covered the whole topic. But have we, uh, Have we met the goal? Okay, but then you know what? I set the goal. So I’m open to a different goal to see, see that white powers creeping in and set the goal. And then I’m saying that we’re going to judge it by the goal that I said, So it’s bad. So you and I will collaborate together, and we’ll decide if we’re going together. If we’re going to do this topic some more sound good. I love to do with you and love to actually talk about how you can implement some of these ideas in by-laws and governing documents from illegal angle. There’s your record to it. Okay, It’s up to you if it’s upto us together, if we want to do some more. All right. So he’s Jean Takagi non-profit law block dot com. You got to subscribe to that and follow him. He’s at G tak Gene. Thank you so much for real. Genuine and could have been even tougher. But but it wasn’t as tough as it could have been. So I thank you for that conversation. Thanks so much. Really Appreciate it. Tony. Have a great day. Thanks, Gene, next week. I don’t know if you missed any part of today’s show. I beseech you. Find it on tony martignetti dot com were sponsored by pursuing online tools for small and midsize non-profits data driven and technology enabled. Tony dahna slash Pursuing Capital P by Wagner. CPS Guiding you Beyond the numbers regular cps dot com by tell us credit card payment processing your passive revenue stream, Tony dahna slash Tony Tello’s and by text to give mobile donations made easy text. NPR to four four four nine nine nine are creative producers Claire Meyerhoff. Family Blitzes. 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