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Eileen Morgan Johnson, CAE
PARTNER, CO-CHAIR OF ASSOCIATIONS, NONPROFITS AND POLITICAL ORGANIZATIONS SECTION
FALLS CHURCH
T: 703.280.9271
F: 703.280.8947
WASHINGTON
T: 703.280.9271
F: 703.280.8947
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Co-Chair of the firm’s Associations, Nonprofits and Political Organizations practice, Eileen Johnson has over 30 years of experience serving as general counsel to tax-exempt organizations. Her practice focuses on the full range of legal challenges her clients face – including tax, governance, transactions, employment, intellectual property and fundraising. Her counsel is informed by 20 years of experience as in-house counsel for the National Wildlife Federation.
A Certified Association Executive, Ms. Johnson is a frequent speaker and author on the legal and governance issues that impact tax-exempt organizations. She is a member of ASAE's Finance and Business Operations Professional Advisory Council, a past member of ASAE’s Legal Advisory Council and Innovations Grant Program Committee, Past Chair of ASAE’s Legal Section Council and Past Chair of the Virginia State Bar’s Corporate Counsel Section. She has held numerous volunteer positions with ASAE and other associations for nonprofit executives.
Watch the Law - Association Futures Podcast, Association Activision, August 2024
Developing High Functioning Committees, Princeton Community Works, Webinar, January 2023
Ask Us Anything! What Are the Key Legal Issues I Need to be Aware of as a CEO?, Webinar, January 2023
How to Protect Your Association's Intellectual Property, American Society of Associations Executives Online Seminar Series, October 2022
Ask a Lawyer: Governance, United Methodist Association’s Annual Conference, April 2022
Taking Your Board to the Next Level, The Collaboratory of Virginia on behalf of the Greater Richmond Bar Foundation, January 2022
New Meetings Contracts for a New Era, Associations Now, American Society of Associations Executives, November 2021
UPMIFA, Endowments and Restricted Funds – Making Them Work for Your Organization, Association Trends’ Nonprofit Legal, Finance & Grants Conference, September 2021
Clean Out Your Association’s Governing Documents, ASAE Annual Meeting - Virtual, August 2021
Creating a Safe Environment for AMCs and Clients, Virginia Society of Association Executives, Association Management Company Retreat, July 2021
Creating the Future of Meetings & Events, Virginia Society of Association Executives (VSAE), June 2021
Ask Us Anything! Employees Returning to Work, Webinar, June 2021
Best Practices in Nonprofit Governance, LeadingAge Maryland & DC Conference and Expo, June 2021
Discovering the Legal Issues in Association Management, ASAE Handbook of Professional Practices in Association Management, 4th edition, 2021
Legal Issues for Meetings: Lessons Learned and Planning Ahead, Associations Now, April 2021
Legal Responsibility of Boards, LeadingAge Virginia, Webinar, January 2021
Flight or Fight? Conference Decisions in 2020, National Association of Music Education, August 2020
Compensable Time Provisions, ASAE Virtual Annual Meeting & Exposition, August 2020
The New Normal in Association Management, National Association of Music Education, July 2020
Essentials of Board Governance for Nonprofit Organizations, Two Part Webinar, Virginia CLE - Virginia Law Foundation, June/July 2020
Exempt Organizations 2019 Year in Review and Key Compliance Issues for the 2020 Election Year, Association of Corporate Counsel National Capital Region Webinar, February 2020
Associations Creating Community, ASAE Great Ideas Conference Podcast Series, March 2019
Emergency Succession Planning for Nonprofit Organizations, Association of Corporate Counsel National Capital Region Webinar, June 2018
Becoming a High Performing Board, African Wildlife Foundation, May 2018
Hot Topics in Nonprofit HR and Employment Law, Association of Corporate Counsel National Capital Region Webinar, April 2018
Association Executive Compensation: How to Craft and Defend the Best Contracts Based on the Latest Salary Trends, Association TRENDS Webinar, October 2017
How to Train Your Board, ASAE Loudoun County Idea Swap, July 2017
Board Governance – Can It Get Any Better?, LeadingAge Virginia Annual Conference, June 2017
NonProfits and Associations Forum: Gift Acceptance Policies and Practices - What Do You Do With [fill in the blank]?, Association of Corporate Counsel, April 2017
Executive Employment Contracts, Association TRENDS Breakfast, December 2016
Anatomy of an EO Merger, Nonprofit Finance & Accounting Symposium, November 2016
Executive Employment Contracts, Association TRENDS Executive Compensation Breakfast, October 2016
Digital Donation Receipts and Tax Compliance, Goodwill Industries’ 2016 Summer Conference, August 2016
What Happens when your Annual Conference is Cancelled on the First Day, ASAE Center for Association Leadership’s Annual Meeting, August 2016
Nonprofit Mergers, State Hospice Organization Executive Roundtable, July 2016
Governance In Times of Change, LeadingAge Virginia Annual Conference, June 2016
Non-CEO Compensation, Association TRENDS Live, June 2016
Recent Trends in Association Governance, ASAE’s Reston Idea Swap, April 2016
Organizing and Operating Nonprofits, Mandatory Continuing Legal Education (Virginia State Bar), April 2016
Volunteer Management, American National Standards Institute Legal Issues Forum, September 2015
What Boards Want in Their Next CEO: A Cram Course in Moving Up or Out, co-panelist, American Society of Association Executives, August 2015
Nonprofit Compensation Best Practices and Benchmarking, Association TRENDS Webinar, July 2015
Plan Your Exit and Negotiate Your Next Association Position, co-presenter, ASAE Great Ideas Conference, March 2015
Tax Reform Act of 2014, co-presenter, Johnson Lambert webinar, March 2015
Mergers & Acquisitions, co-presenter, AssociationTRENDS webinar, March 2015
Legal Issues Update, co-presenter, Boards Shaping the Future LeadingAge Maryland Governance Symposium, February 2015
Tax Reform Act of 2014, co-presenter, Johnson Lambert webinar, February 2015
Making Good Boards Great, Virginia Association of Nonprofit Homes for the Aging, August 2014
Get Your Governance House in Order, co-presenter, ASAE Annual Meeting, August 2014
Establishing Tax-Exempt Status with the IRS and Liability of Directors and Officers, National Business Institute, July 2014
Nonprofit Salary Trends and Executive Compensation Issues, co-presenter, Association Trends webinar and Trends Live, June 2014 and October 2014
Guidelines for Good Governance for 501(c)(3) Organizations, Lorman, May 2014
Tax-Exempt Organizations in the District of Columbia, Maryland & Virginia, guest lecturer, George Mason University, October 2013
Establishing Tax-Exempt Status with the IRS and Liability of Directors and Officers, National Business Institute, July 2013
Nonprofit Salary Trends and Executive Compensation Issues, co-presenter, Association Trends webinar and Trends Live, June 2013
Legal Issues Impacting Membership, Marketing and Communications: Focus on Intellectual Property and Social Media, co-presenter with Jeff Glassie, ASAE Marketing, Membership & Communications Conference, June 2013
Association and Nonprofit Mergers and Strategic Alliances, co-presenter, Association Trends webinar, May 2013
Finding and Keeping the Best Directors for Your Foundation Board, Virginia Association of Nonprofit Homes for the Aging, February 2013
Board Governance Training and Strategies for Success, co-presenter, United Way of the National Capital Area, February 2013
Tax-Exempt Organizations in the District of Columbia, Maryland and Virginia, Lorman, January 2013
Association and Nonprofit Mergers and Strategic Alliances, Association Trends webinar, November 2012
Mind Games Through Contract Negotiation, Association Superheroes Conference, October 2012
Don’t Forget the Home Front: Legal Issues on the State and Local Level, ASAE Annual Meeting, August 2012
Nonprofit Salary Trends and Executive Compensation Issues, Association Trends Live, June 2012
Launching an Association Foundation, ASAE Great Ideas Conference, March 2012
Social Media and Labor & Employment Law, Maryland State Bar Association Annual Meeting, June 2011
Can an Employee Be Disciplined for Tweeting?, Nonprofit Human Resources Conference, October 2011
Joined at the Hip or Split at the Seams (Mergers & Consolidations), Risk Management & Finance Summit for Nonprofits, Nonprofit Risk Management Center, September 2011
Social Media and New Technology: The Rewards - and Legal Risks - for Associations, co-presenter, ASAE Annual Association Law Symposium, September 2011
New Developments on Nondues Revenue Legal and Tax Issues, co-presenter, ASAE Annual Meeting, August 2011
Governance & Fiduciary Responsibilities, Music Education Week in Washington, June 2011
Secrets Every New CEO Should Know, co-presenter, ASAE Great Ideas Conference, March 2011
Making Good Boards Great, Association Foundation Group, October 2010
Emerging Trends in Nonprofit Governance, co-presenter, ASAE Association Law Symposium, September 2010
Organizational Assessment and Restructuring, co-presenter, ASAE Annual Meeting, August 2010
Accountability in Action: Enforcing Board Member Responsibilities, co-presenter, ASAE Annual Meeting, August 2010
Social Media in the Workplace: Pitfalls and Policies, Social Media Legal Conference, March 2010
Form 990: It's Not Just a Tax Return, It's a Marketing Tool Too, Nonprofit Forum of Northern Virginia, January 2010
Nonprofit Directors as Fiduciaries, The Georgetown Group, Morgan Stanley Smith Barney LLC, January 2010
Top 10 Potholes on the Internet Highway, co-presenter, ASAE Annual Meeting, August 2009
UBIT Revisited: An Update on the Unrelated Business Income Tax, Exempt Organization Institute, The Maryland Institute for Continuing Professional Education of Lawyers, June 2009
Legal Issues in the Current Economic Climate, Association Foundation Group, March 2009
Legal Issues, panelist, ASAE International Conference, March 2009
Using Your 990 as a Marketing Tool, co-presenter, ASAE Great Ideas Conference, February 2009
Nonprofit Tax Law and Corporate Governance/Administration, panelist, ASAE Association Law Symposium, September 2008
Legal Issues Overview, Maryland Nonprofits, September 2008
Putting Your 990 to Work for Your Organization, Association Foundation Group, May 2008
Where's the Shredder?, co-presenter, Finance and Administration Roundtable, February 2008
The Hats You Wear! Membership, Finance and Law, co-presenter, American Society for Association Executives, November 2007
Legal Responsibilities of Nonprofit Directors, West Virginia Bar Association Annual Meeting, September 2007
How to Use Your 990 as a Marketing Tool, co-presenter, Reznick Group and Whiteford Taylor & Preston, September 2006 and January 2007
Charitable Solicitations in Maryland, Lorman, November 2006
Articles
"Legal Issues for Meetings: Lessons Learned and Planning Ahead," ASAE website, April 2021.
"The Basics of Board Committee Structure," ASAE website, April 2020.
"Legal Friction Points in Component Relations," ASAE website, October 2016.
"Employment Agreements – Beyond the Basics," Association Trends, May 2016.
“Human Resources and Legal Affairs: the Power of Working Together,” co-authored with Rhonda Lees, Associations Now, January 2015.
"Ex-Officio Directors Get Voting Rights in California," Whiteford Nonprofit Report, December 2014
“Contract Do’s and Don’ts,” Associations Now Guide to Consulting Services, December 2014.
“Advice on Making Corporate Governance Changes,” ASAE Annual Meeting session handout, August 2014.
“Is Retirement in Your Future?,” Association Trends, June 2014.
“Are Your Membership Benefits Cutting It?,” Association Trends, May 2014.
“New IRS Form 8822-B,” Whiteford Non Profit Report, February 2014.
“Innovation and Reengineering the Association,” Association Trends, January 2014.
“Why You Need a Legal Audit,” Associations Now, November/December 2013.
“"Old Act" DC Corporations Under the New Act,” Whiteford Non Profit Report, August 2013.
“Top 7 Social Media Issues for Associations,” Association Trends, August and September 2013.
“Trends in Meetings Contracts,” Association Trends, May 2013.
“New Rules for Association Foundations from the IRS,” Association Law & Policy, June 2013.
"When is an Association Liable for Chapter Activities?," Association Law & Policy, February 2013.
“Five “Musts” for Employment Agreements,” Associations Now, December 2012.
“Is Your Organization Required to Pay DC Use Tax?,” Non Profit Report, November 2012.
“Do Your Volunteers Own Your Association’s IP Content?,” September 2012.
"Consulting Contract Do's and Don'ts," Associations Now Guide to Consulting Services, November 2011.
"What Your Association Needs to Know About Job Boards," Associations Now, July 2011.
"Four Golden Rules for Committees," Associations Now, January 2011.
"Social Media in the Workplace," Maryland Employment Law Letter, Part I - November 2010, Part II - December 2010.
"Help Your Association Stay the Course With Its Own Rules," Consultants Connection, February 2010.
“Consider Residential Energy Tax Credits,” Community Association Update, January 2010.
"Contracting With Outside Consultants," Associations Now, January 2010.
"What Happens When Your Client Goes Out of Business?," Consultants Connection, August 2009.
"Corral Your Contracts," Associations Now, June 2009.
"When is a Merger a Good Idea?" Associations Now, March 2009.
"When and Why Do You Need Legal Advice?," Consultants Connection, November 2008.
"Governance Issues Related to Components & Chapters," Association Law & Policy, January 2008.
"Succession Planning for Nonprofit Organizations," ASAE website, November 2007.
"Time to Review the Board Committee Structure," Associations Now, September 2007.
"Immigration-related Employment Compliance: An Overview," co-authored with Sharvari Dalal-Dheini, 21 VLW 166, February 26, 2007.
"Elements of a Good Nonprofit Leader Succession Plan," ASAE website, January 2007.
"Does Your Organization Need a Compensation Committee," The Business Monthly, January 2007.
"The Pension Protection Act of 2006 and Nonprofit Reforms," ASAE website, January 2007.
"Volunteer Management: Improving the Volunteer Experience and Reducing Risk," ASAE website, January 2007.
"Board Committee Structure," ASAE website, January 2007.
"Regulating Charitable Fundraising in the 21st Century," ASAE website, January 2007.
"Executive Compensation for Exempt Organizations," ASAE website, January 2007.
"Look Before You Leap: What You Need to Know About Nonprofit Board Service," Corporate Counsel News, Virginia State Bar, 2006.
Miscellaneous short articles in a question and answer format for the Baltimore Business Journal, 2006-2008.
The Protecting Americans from Tax Hikes Act of 2015 (the PATH Act) created the new IRS section 506. This section requires social welfare organizations (those claiming exemption under § 501(c)(4)) to provide notice to the IRS of their existence no later than 60 days after their formation.
The PATH Act requires social welfare organizations that were in existence on or before December 18, 2015 to notify the IRS of their existence by June 15, 2016 unless they had submitted an IRS Form 1024 or Form 990 prior to December 18, 2015.
From standing and ad hoc committees to task forces and advisory councils, a board accomplishes its work through a variety of smaller groups. Associations need to regularly evaluate their existing committee structure and be ready to adjust it based on the organization’s changing governance needs.
Most associations have at least one board committee that oversees the association’s money. Some associations have divided the oversight duties and assigned them to multiple committees. A single association could have a budget committee, an investment committee, a finance committee and an audit committee. Each committee would then be given a discrete charge and committee members would focus on the work required to meet that charge.
It’s not uncommon for an association’s corporate governance to become stale, a relic of the past, perhaps from the days of the association’s founding or from the last time the governance was overhauled two or three decades ago. The governance structure that was perfect for the association in the 1950’s or 1970’s is not necessarily the right one for 2014 or 2020. And yet many association leaders are reluctant to tackle corporate governance issues.
Beginning January 1, 2015, a nonprofit organization that was incorporated in California will no longer be able to have ex officio directors who do not have voting rights.
Probably the vast majority of association membership benefits are the traditional ones – a publication of some sort, access to the association’s “members only” website, discounts on conference fees and purchases, access to group insurance programs, etc. While these benefits retain their popularity with some segments of association members, are they really useful – or even interesting – to your younger members?
Baby boomers filling association C-suite offices have begun to retire. We can expect an increasing wave of retirements in the next 10 years as boomers trade board meetings for club meetings and move on to the next phase of their lives. Is your association ready?
Association executives should be aware of potential legal risks social media can pose for their associations.
DC nonprofit corporations formed prior to 1963 have a choice to remain under DC's old nonprofit corporation act or to come under the new act. If the entity wants clearer guidance on structure, then electing to come under the new act would be an appropriate decision. But if it prefers to stay under the old act, it must be careful to follow some new regulations or it will end up coming under the New Act.
Every association holds meetings, whether a small board meeting or a convention for thousands. Association executives responsible for meeting planning should be aware of some of the latest trends in negotiating hotel and convention contracts to protect their associations.
Associations with related foundations that are considered to be “supporting organizations” under Internal Revenue Code section 509(a)(3) should pay attention to a recent decision by the Internal Revenue Service. The IRS published the final and proposed regulations for supporting organizations on December 28, 2012 in T.D. 9605 - Payout Requirements for Type III Supporting Organizations That Are Not Functionally Integrated.
The top 5 issues to address in an employment agreement will differ depending on whether you are the employee or the employer and the level of the employee within the organization.
We have been contacted by clients who are confused by the new District of Columbia 2013 Budget Support Act and its requirement that DC employers file an annual use tax return if they are not currently filing a sales tax return. This article is intended to answer some of the questions your organization might have about the DC use tax.
“Intellectual property (IP), in the form of copyrights, trademarks, lists of members, attendees, exhibitors, and others are often an association’s most valuable property. And in this modern internet era, everything is electronic, so understanding and implementing the rules, best practices, and protections for IP of nonprofit organizations and associations is critical. We thought it was timely to help associations protect their IP by giving them a clear, concrete reference book to turn to,” says the co-author of the just published Intellectual Property for Nonprofit Organizations and Associations, Jefferson Glassie.
Jeff and his co-authors Eileen Johnson and Dana Lynch are attorneys with the boutique law firm, Whiteford, Taylor, and Preston, in Washington, DC.
When working with a consultant, always hope and plan for the best but prepare for the worst by drafting a solid consulting contract. A good contract will clearly set forth the expectations of each party, milestones, payments and expenses, and other significant terms. The following do’s and don’ts for drafting consulting contracts will improve the likelihood that you will have a good working relationship with your consultant and that the results of the collaboration will meet your association’s needs.
My association is considering launching a job board. What potential legal issues should I be concerned about?
Every year the IRS publishes its work plan for the following year. The work plans contain continuing and new projects and provide insight into the issues that are top of mind for the Service.
This is the second of two articles on the potential legal issues that can arise from the use and misuse of social media in the workplace. Part 1 covered the use of social media in the pre-employment setting. Part 2 covers the use of social media in employment and post-employment situations.
Managing your association's contracts is like herding cats. Just when you think you have it all under control, one gets away from you. What can you do to round them up into a comprehensive contract management program?
This is the first of two articles on the potential legal issues that can arise from the use of social media in the workplace. The articles will cover the use of social media in pre-employment, employment and post-employment situations.
Condominium associations that made improvements to their common areas or common elements in 2009 should consider whether those improvements qualify for either the Non-business Energy Property Credit or the Residential Energy Efficient Property Credit.
Unlike a tax deduction, a tax credit is a dollar-for-dollar credit against any federal income tax owed. For example, a $200 tax credit is deducted from the tax owed, reducing the taxpayer's liability by $200.
Homeowners who made improvements to their homes in 2009 should check to see whether those improvements qualify for either the Nonbusiness Energy Property Credit or the Residential Energy Efficient Property Credit.
As published in the ASAE and the Center for Association Leadership June 2009 Association Now magazine.
This resource is provided for informational and reference purposes only and should not be construed as legal advice. Specific legal questions regarding this information should be addressed by your organization’s legal counsel.
Although a compensation committee or the executive committee may be delegated the authority to set the CEO's compensation, the entire board should be involved in the CEO's annual review. A consultant can be helpful in determining what questions to ask and in gathering the responses and facilitating communication between the board and the CEO.
This tool can be used to assess current strengths and weaknesses of an existing board or used to evaluate a pool of potential board candidates. With some modification, it can also be used as a tool to track the experience and diversity of existing board members on an individual basis.
This checklist is designed to assist boards in reviewing their activities to ensure that they are focusing on governance and not management.
This resource is provided for informational and reference purposes only and should not be construed as legal advice. Specific legal questions regarding this information should be addressed by your organization's legal counsel.
This resource is provided for informational and reference purposes only and should not be construed as legal advice. Specific legal questions regarding this information should be addressed by your organization's legal counsel.
This resource is provided for informational and reference purposes only and should not be construed as legal advice. Specific legal questions regarding this information should be addressed by your organization's legal counsel.
Often board members find themselves on a nonprofit board of directors with no guidance as to what their role is or the organization's expectations of them. This "job description" is actually advice for new board members of nonprofit organizations. Following this advice can lead to a more successful board, a more successful organization and a more enjoyable experience for the new board member.
This resource is provided for informational and reference purposes only and should not be construed as legal advice. Specific legal questions regarding this information should be addressed by your organization's legal counsel.
This resource is provided for informational and reference purposes only and should not be construed as legal advice. Specific legal questions regarding this information should be addressed by your organization's legal counsel.
Volunteers are an important part of the nonprofit community. Almost all organizations started with an idea and the hard work of one or two people. Many organizations operate solely with volunteers. Others use volunteers to expand their programming efforts. The vast majority of nonprofit board members are volunteers. Savvy managers realize volunteers can pose risks to an organization if they are not well managed in the areas of recruitment, training and supervision.
Celebrating Asian American Pacific Islander Heritage Month
Unexpected Tax Consequences of Remote Workers
Association Community in the Age of COVID
Legal Issues for Meetings: Lessons Learned and Planning Ahead
Meet the Team - Dorothy Deng
Can Your Association Adopt a COVID-19 Vaccine Requirement?
"Ask Us Anything!" Series - Upcoming Programs
ASAE has announced that Eileen Morgan Johnson, Partner at Whiteford, Taylor & Preston LLP has earned the Certified Association Executive (CAE®) designation. The CAE is the highest professional credential in the association industry.
Whiteford, Taylor & Preston lawyers have written a new book titled Intellectual Property for Nonprofit Organizations and Associations, which is now the definitive publication in the field.
Jeff Glassie, Eileen Morgan Johnson, and Dana Lynch, partners with WTP, are co-editors of the new book, published by the American Society of Association Executives and released at the ASAE convention in Dallas, August 11-15, 2012.
Whiteford, Taylor & Preston is delighted to announce that Thomas J. Francella, Jr., Eileen Morgan Johnson, and Dennis M. Robinson, Jr. have been named Partners of the firm, effective as of January 1, 2011.
The firm's managing partner, Martin T. Fletcher, commented, "It is a privilege to welcome such fine attorneys into their new and expanded roles within the firm. They are each making tremendous contributions to the growth of our multistate offices and our expanding client base."
Whiteford, Taylor & Preston LLP (WTP) has expanded its Falls Church office - by increasing the number of attorneys and enlarging its office space. Glenn R. Bonard, Eileen Morgan Johnson, Thomas Mugavero, Christy Richardson, and Andrew J. Terrell have joined Raymond J. Diaz, Michael Gartner, Christopher A. Jones, Katherine McCarthy, Edward J. O'Connell, and Eric A. Vendt in WTP's offices at 3190 Fairview Park Drive, Suite 300, Falls Church, VA 22042.
Whiteford, Taylor & Preston (WTP) attorney is pleased to announce that Eileen Morgan Johnson, Esq. has been named to the Legal Section Council of the American Society of Association Executives (ASAE) & The Center of Association Leadership, effective July 1, 2007. Johnson is an attorney within the firm’s Nonprofit Organizations Group.
Whiteford, Taylor & Preston (WTP) is pleased to announce that Eileen Morgan Johnson has joined the firm as Counsel in the Nonprofit Organizations Group. Ms. Johnson will be based in the D.C. office.
