General Counsel Law LLC serves as outside general counsel to non-profit organizations throughout New England, nationally, and internationally. Kevin M. Plante, Esq., a Boston attorney, is here to help boards of directors, trustees, executive directors, and senior administrators navigate all the legal challenges tax-exempt organizations face. This includes everything from governance and employment to contracts, making sure you’re up to speed on regulatory compliance and managing risks effectively.
Many non-profits don’t have the resources to hire a full-time legal team, but they still have responsibilities that can be just as demanding as those of much bigger businesses. That’s where General Counsel Law comes in. Clients benefit from having a single attorney who gets to know the organization inside and out, from its goals and values to its people and community. This attorney is always ready to answer everyday questions, just as they are for more important issues.
Mr. Plante brings a combination of experience to this work that is unusual for a lawyer serving non-profit clients. He served as General Counsel at a large private school outside Boston, where he handled all legal affairs of the organization and served as Secretary to the Board of Trustees, advising the board and senior management. He has also served as a trustee, sitting on the board of a Massachusetts private independent school as Chair of an Audit Committee and as a member of the Executive Committee and the Committee on Trustees. He began his career at White & Case LLP in New York handling complex domestic and international commercial and government contracts. He has sat in the boardroom, in the general counsel’s chair, and across the table in negotiation and litigation.
Governance and Board Support
Governance failures often go unnoticed. They quietly accumulate in outdated bylaws, sparse minutes, unenforced conflict-of-interest policies, and committee charters that no longer accurately reflect their current functions.
Governance services encompass drafting and revising articles of organization and bylaws, preparing committee charters, advising on board composition and officer roles, and developing conflict-of-interest, whistleblower, and document-retention policies, as well as trustee confidentiality agreements. Mr. Plante counsels boards on fiduciary duties, the proper use of executive session, the recusal of interested directors, and the preparation of minutes that accurately record decisions without creating unnecessary exposure. He also advises on the review and approval of executive compensation, an area that draws attention from regulators and from the public.
Massachusetts Registration and Annual Reporting
Public charities organized or operating in Massachusetts, and out-of-state charities that solicit funds in the Commonwealth, must register with the Attorney General’s Non-Profit Organizations/Public Charities Division and file an annual Form PC. Filings must be submitted through the AGO’s online Charity Portal, and the annual report is due four and a half months after the close of the organization’s fiscal year.
The financial statement requirements changed as of November 20, 2024. Under G.L. c. 12, section 8F, a CPA review report is now required for organizations with gross support and revenue exceeding $500,000, and audited financial statements are required for amounts exceeding $1,000,000.
Maintaining Federal Tax-Exempt Status
Exemption is easier to obtain than to keep. General Counsel Law advises organizations on the operational requirements that protect 501(c)(3) status, including the prohibitions on private inurement and impermissible private benefit, the excess benefit transaction rules, the limits on lobbying, the absolute bar on political campaign intervention, and the consequences of unrelated business activity. The firm also counsels boards on the annual Form 990 filing obligation and on the automatic revocation that follows three consecutive years of nonfiling. When a matter calls for specialized tax opinion work, Mr. Plante coordinates with the organization’s accountants and tax advisors to ensure the board receives a single, coherent answer rather than three partial ones.
Employment Matters for Non-Profit Employers
Non-profits are employers, and the employment laws do not soften for mission-driven organizations. General Counsel Law prepares employment agreements, independent contractor agreements, employee handbooks, job descriptions, codes of conduct, and separation and release agreements. Our firm is here to help with everything from hiring the right people to handling disciplinary matters and ensuring everyone is paid fairly. We also maintain employee records and assist with terminations. Plus, we’re on the front lines, representing organizations before agencies such as the Massachusetts Commission Against Discrimination, the EEOC, the Department of Labor, and OSHA. See Employment and Advice & Counseling for more.
Contracts and Vendor Relationships
Organizations sign more agreements than they realize. General Counsel Law reviews, drafts, and negotiates vendor contracts, service agreements, facility use and licensing agreements, confidentiality agreements, technology and software contracts, gift agreements, and grant terms.
Risk Management and the Charitable Cap
Massachusetts limits the tort liability of charitable organizations, but the protection is narrower than many boards assume. It only covers torts that happen while the organization is doing its charitable work. It doesn’t apply to activities that are mainly for making money, and you have to bring it up as a defense if you want it to work. General Counsel Law is here to help organizations determine where this protection applies, where it doesn’t, and how to set up insurance, waivers, releases, and operating practices to ensure they’re covered.
Investigations and Disputes
When allegations of misconduct arise, the initial days are crucial. Mr. Plante oversees and conducts internal investigations, advises boards on the scope and direction of inquiries, and provides guidance on reporting obligations and communications with constituents. He also represents organizations in litigation, arbitration, mediation, and administrative proceedings. See Government & Internal Investigations and Commercial and Business Litigation.
Legal Audits and Training
General Counsel Law also offers comprehensive legal audits, risk assessments, and contract audits through its Signature Legal Services, and provides board and staff Trainings tailored to the organization.
Contact a Boston Non-Profit Lawyer
To discuss outside general counsel services for your organization, contact General Counsel Law LLC through the form on this page.