Nonprofits today increasingly operate as well-run businesses. Boards demand it. Funders require it. At the same time, nonprofits face tougher legal expectations in such areas as corporate governance, employee relations and tax. Moreover, they now venture into once unfamiliar areas such as mergers and acquisitions and real estate.

The Challenge
Indeed, the range of legal issues facing nonprofits is increasingly as complicated as those facing for-profit businesses. Nonprofits, however, exist at the complex intersection of business law and their special status as tax-exempt organizations each with an important community mission.

However, like many smaller for-profit companies, nonprofits usually do not have in-house legal expertise to provide the counsel and direction they need.

The Solution
In response to this changing and challenging legal environment, Ulmer & Berne, which represents more than 100 nonprofits throughout Ohio, has brought together its attorneys and practice areas who have long served nonprofits into a statewide nonprofit group.

The group’s clients range from social service agencies and arts groups, to health organizations, philanthropic foundations, schools, governmental entities and neighborhood development corporations.

Because of our broad experience in business law and management issues, we use our combined legal expertise for whatever legal matter may come up — from licensing intellectual property and developing land, to merging with another agency, negotiating with a county or state agency, or resolving tax matters.

Ulmer & Berne LLP is pleased to announce Patricia A. Shlonsky, Cleveland Partner-in-Charge and Chair of the firm’s Employee Benefits and Tax Practice Groups, was recently inducted as a Fellow of The American College of Employee Benefits Counsel (ACEBC), a nonprofit dedicated to elevating the standards and advancing public understanding of...

Representative Experience

   Corporate Governance

  • Assisting an education-focused 501(c) (3) organization in re-examining and revising its organizational documents to conform to its operational practices.
  • Assisting a social service agency with compliance with legal requirements related to executive compensation, documenting efforts to ensure compliance with rules governing excess benefit transactions.
  • Counseling several charitable institutions regarding legislative developments targeted toward increasing best practices in corporate governance.
  • Counseling all nonprofit clients as to legislative developments at the federal and state level focused on ensuring accountability and implementing best practices in nonprofit corporate governance, and as to the overall implications for nonprofits flowing from the Sarbanes-Oxley Act.
  • Providing training workshops to board members of a variety of nonprofit organizations on the fiduciary duties of board members and board member qualifications, including financial literacy.

Employment and Labor

  • Representing a large mental health-provider in connection with employment discrimination related claims.
  • Providing ongoing employment counseling to a variety of nonprofit employers on a range of employment related issues; terminations, discipline, benefits, Family and Medical Leave Act policies, Employee Handbooks, Non-Competition and Confidentiality Agreements, ADA programs, policies related to discrimination and harassment and the like.
  • Defending a large school district in connection with alleged civil rights violations, whistleblower and wrongful discharge claims.
  • Defending governmental institutions in connection with a variety of employment discrimination lawsuits, involving age, race, disability and sexual harassment claims.
  • Serving as Special Counsel to several colleges and universities, defending these governmental employers as against a variety of employment discrimination claims.
  • Serving as Special Counsel to a large state agency defending workers compensation cases.

Business, Tax and Real Estate

  • Representing a behavioral health organization on issues related to a proposed merger with a similar agency and documenting the transaction.
  • Representing a number of tax-exempt clients in connection with compliance with regulations governing private inurement, tax-exempt activities and preserving exempt status.
  • Representing an education-based tax-exempt organization in connection with a restructuring proposal involving a spin-off of programming and operations and affiliation with related entities.
  • Representing a private school provider in connection with an expansion of facilities through various leasing arrangements.
  • Representing a number of community development corporations on tax-exempt financing projects to fund the acquisition, development and construction of new facilities, and documenting the transactions.
  • Preparing, reviewing and negotiating a variety of contractual agreements for client operations, licensing agreements, leases, and the like.
  • Representing a large local community college in several major real estate acquisitions and construction projects, including its west technology center and Corporate College in Westlake, Ohio.
  • Representing a community college in Southern Ohio in connection with an energy conservation project involving the installation of improvements, preparation and negotiation of the requisite contractor agreements and documentation of the financing transaction for the project.
  • Representing nonprofit real estate developers in connection with i) proposed medical arts building, ii) residential housing projects in the Fairfax and Mt. Pleasant neighborhoods.


  • Defending various nonprofit entities (social services providers, municipal corporations, and political subdivisions) against a variety of liability claims (premises, wrongful death, employment, etc.).