Judith L. Andrews, Of Counsel, Apex Law Group

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Speaker Biographies Judith L. Andrews, Of Counsel, Apex Law Group Judy s practice focuses on nonprofit corporation law and tax-exempt organizations.

1 Speaker Biographies Judith L. Andrews, Of Counsel, Apex Law Group Judy s practice focuses on nonprofit corporation law and tax-exempt organizations. For more than 25 years, she has represented nonprofit organizations on corporate and tax exemption issues including incorporation and determination of tax-exempt status, legal obligations of directors, organizational structure and roles of board and staff, conversion, merger and affiliation issues, and federal tax-exemption issues. In addition, she has worked as bond counsel and underwriter s counsel on many special fund revenue bond and nonrecourse revenue bond financings. Many of these bond issues have involved nonprofit, 501(c)(3) organizations. In 1992, she spearheaded the writing, editing and publishing of the handbook How to Form a Non-Profit Corporation in Washington State, as chair of the Community Involvement Committee of the King County Bar Association Young Lawyers Division. She has served on the editorial committees of the second and third editions of the handbook. Before becoming a lawyer, Judy worked in nonprofit organizations, most recently as Executive Director of Legal Voice, formerly the Northwest Women s Law Center in Seattle, Washington. She is a frequent speaker on nonprofit corporate and federal tax topics. She is an adjunct professor at Seattle University School of Law. She also gives workshops on the formation and maintenance of 501(c)(3) organizations for attorneys and members of the public. She was appointed by the Secretary of State to serve on the Secretary of State s Charities Advisory Council. She helped found and served as the first President of Wayfind, Jessica Breitbarth, Senior Director of Development, Trust Services and Legacy Planning, Seattle Children s Hospital Foundation Jessica H. Breitbarth is the Senior Director of Development, Trust Services and Legacy Planning, for Seattle Children's Hospital Foundation. Prior to her current position, she was the Planned Giving Officer for Seattle Opera. Jessica has also worked for Lord, Bissell and Brook in Chicago, where her practice focused on tax litigation, and a sole practitioner in Poulsbo, Washington, where her practice focused on estate and business succession planning.

2 Jessica received her bachelor s degree from the University of Illinois and her juris doctorate, summa cum laude, from Northern Illinois University, where she was also on law review. She is license to practice in Illinois and Washington. Jessica also holds the designation of Certified Specialist in Planned Giving from the American Institute of Philanthropic Studies at California State University, Long Beach. As a Certified Specialist in Planned Giving, Jessica works with financial and estate planning professionals to design tax-exempt planning strategies that address their clients financial and tax-mitigation needs as well as their multigenerational and philanthropic goals. Jessica is currently a member of the Washington Planned Giving Council Board and the Washington State Bar Association Nonprofit Corporations Subcommittee. Jeanne Marie Clavere, Professional Responsibility Counsel, Washington State Bar Association Jeanne Marie Clavere is a 1987 graduate of the University of Puget Sound School of Law (now Seattle University School of Law). Prior to earning her law degree she received a Master of Business Administration from DePaul University in Chicago. In February, 2010 she joined the staff of the Washington State Bar Association as Professional Responsibility Counsel. After four years with a Seattle law firm, Jeanne Marie began her solo practice in 1992, focusing on estate planning, elder law (including complex guardianships, trusts, and guardian ad litem appointments), and contract based criminal prosecution. As Professional Responsibility Counsel, Jeanne Marie serves as an advisor to members of the bar on the Rules of Professional Conduct as they apply to WSBA Advisory Ethics Opinions, the Rules for Enforcement of Lawyer Conduct, and the ABA Standards for Imposing Lawyer Sanctions. She has been invited to lecture on Professionalism, Civility, and Ethics at all three Washington law schools, for the American Bar Association, and speaks at various local bar CLE s throughout the state. Jeanne Marie is the primary responder on the WSBA Ethics Line and wants every attendee to commit the number to memory and call her first, not after they run into an ethical dilemma. While in private practice Jeanne Marie appeared before a wide range of courts and tribunals, ranging from Ex Parte hearings to trials on guardianship and criminal issues, and served for many years as a Settlement, Litigation, Adoption, Family Law, Incapacity and Probate Guardian ad Litem in King and Snohomish Counties. Jeanne Marie is Past President of the state Washington Women Lawyers, past Chair of the Washington State Bar Association Elder Law Section and served on the executive committee of the King County Bar Association Guardianship and Elder Law Section. She is a member of the American Bar Association, the ABA s Center for Professional Responsibility, the ABA Law Practice Division, and is a Master Member of the William L. Dwyer Inn of Court. Jeanne Marie also serves as a director on the board of the National Conference of Women s Bar Associations.

3 Byron Dailey, M &A Partner, Lane Powell PC Byron Dailey is a corporate, securities and M&A partner in the Seattle office of Lane Powell PC. He leads the firm s private investment funds practice, co-leads the firm s nonprofit practice and is a leader of the firm s impact investment practice. In Byron s nonprofit and impact investment practice, he has advised many nonprofits on formation, governance, tax exemption, commercial and structuring matters, including structuring for international operations and fundraising. Byron has significant experience advising nonprofits on their forprofit, commercial activities, including structuring investment activities, designing technology transfer operations and entering into commercial collaborations with for-profit corporate parties. Byron is well versed in legal and business issues faced by for-profit social and environmental impact companies, including benefit corporations and B Corporations, and advising impact investment funds on their structuring, fund-raising and investments. Byron co-founded Lane Powell s nonprofit practice group, which is a coordinated, multidisciplinary team of lawyers across all of the firm s practice areas focused on addressing all the legal needs of nonprofit organizations in one stop and within the framework of their missions. Byron practiced for several years in the New York City office of Skadden, Arps, Slate, Meagher & Flom and was a partner in DLA Piper s Seattle office before joining Lane Powell. Byron has been named for the past several years as a Washington Super Lawyer by Super Lawyers magazine for his M&A practice. Howard Donkin CPA, Tax Partner, Jacobson Jarvis Howard Donkin brings more than 20 years of experience serving the not-for-profit community, and is nationally recognized for his work with not-for-profit organizations in the areas of tax, accounting, consulting and software. Howard also has considerable experience working with the IRS Tax Exempt Entities Division, helping charities resolve tax problems involving filing issues, determination letters, public support tests and penalty abatement. He is a frequent speaker and writer on matters concerning the not-for-profit community. He enjoys working with all types of charitable organizations, but particularly enjoys working with educational and arts organizations. My mission is to help nonprofit leaders navigate the murky waters of exempt organization tax compliance. Lorri A. Dunsmore, Partner, Perkins Coie LLP Lorri Dunsmore graduated from the University of Nebraska Law School with high distinction. Lorri is a partner at the law firm of Perkins Coie LLP. For over 30 years, Lorri has counseled individuals, businesses and tax-exempt organizations on an array of charitable, wealth transfer, business succession and federal tax matters. Lorri regularly works with individuals and tax-exempt organizations to address a wide variety of tax and state law issues impacting charitable giving, formation of nonprofits and addressing the specialized needs of tax-exempt organizations including private foundation excise taxes, excess benefit transactions, lobbying restrictions, fundraising law compliance, commercial coventures and joint ventures. Lorri has spoken and written about numerous issues

4 related to nonprofit governance and compliance matters and has worked with a variety of tax-exempt organizations to provide training for board members and officers. Edna D. Garrett, Assistant General Counsel, Bill & Melinda Gates Foundation Edna D. Garrett is an Assistant General Counsel at the Bill & Melinda Gates Foundation and supports domestic and global program areas related to grants, program-related investments, advocacy and compliance with domestic and foreign laws applicable to private foundations and their activities. Prior to joining the foundation, Edna was an associate at Arent Fox LLP in Washington, D.C. where she focused on municipal finance and representation of nonprofit organizations. Edna also has more than 13 years of previous experience in financial analysis and cost accounting. Edna currently serves as a member of the Board of Directors of the United Way of the Quad Cities Area. Edna received her J.D. from Duke University School of Law and her B.S. in Economics from Virginia Polytechnic Institute and State University. Also, Edna received her M.B.A. from North Carolina Central University. Bernel Goldberg, General Counsel, Seattle Symphony Bernel Goldberg serves as General Counsel to the magnificent Seattle Symphony Orchestra and its affiliates, and has served as General Counsel to Seattle Art Museum and Northwest Center. A graduate of Georgetown Law, Bernel worked in private practice in Washington D.C., Jerusalem, Tel Aviv and Seattle, then transitioned to in-house service in the nonprofit world. Bernel is Chair of the Nonprofit Committee of WSBA s Corporate Counsel Section, and founder of the Nonprofit Law Institute. Bob Heller, Shareholder, Clark Nuber Bob is a Shareholder and leader of Clark Nuber s State and Local Tax Group. Bob has extensive experience in Washington State, multi-state, and state tax controversy client matters. He previously served as Senior Assistant Director for Tax Policy at the Washington Department of Revenue and worked as State Tax Manager for a large internet retailer. Bob earned his J.D. from the University of Idaho College of Law and his LL.M. from New York University School of Law. David Lawson, Associate, Davis Wright Tremaine David Lawson advises clients on matters related to tax exemption and charitable giving. He represents tax-exempt organizations, their donors, and businesses seeking to contribute to their communities. His areas of focus include acquisition and maintenance of tax-exempt status; corporate governance, including executive compensation issues; compliance with rules governing private foundations and donor-advised funds; cause marketing, including commercial coventure regulation; corporate giving programs; unrelated business income tax issues; and IRS examinations. His clients include major health care and educational organizations; corporations engaged in charitable giving and cause

5 marketing; corporate, family, and community foundations; trade associations; and major social service providers. Ken Miller, Associate General Counsel, Global Health, Bill & Melinda Gates Foundation Ken Miller is an Associate General Counsel, Global Health at the Bill & Melinda Gates Foundation where he structures and negotiates agreements for innovative charitable investments, including grants, contracts, and program-related investments to develop and deliver vaccines, drugs, and diagnostics to people most in need. Before that, Ken was a partner in the Technology Transactions and Privacy Group at Perkins Coie in Seattle. At Perkins Coie, Ken represented leading-edge technology companies in complex IP and commercial transactions. Ken is a graduate of Seattle University School of Law (1994). Jodi Nishioka, Executive Director, Wayfind Jodi Nishioka joined Wayfind in She has worked for over 20 years on behalf of low-income communities, particularly women, children and immigrant/refugee communities. She started her career as an attorney advocating for battered immigrant women and single mothers fighting for child support in legal aid organizations in Boston and Honolulu. Jodi continued her work on behalf of disenfranchised communities within state and city governments in Hawaii and Seattle and later with grassroots nonprofit organizations. Currently, Jodi enjoys her work at Wayfind because it combines her legal skills with her dedication to improving the status of low-income communities. Jodi is also on the Board of Directors of the Women s Funding Alliance. Marcus S. Ownes, Partner, Loeb & Loeb, LLP Marc is a partner in the Washington, DC, office of the law firm, Loeb & Loeb, LLP, where he specializes in federal tax issues relating to tax-exempt organizations, including charities and issue advocacy groups. Prior to joining Loeb & Loeb, he spent 15 years in private practice and 25 years with the US Internal Revenue Service, including serving as Director of the Exempt Organizations Division from 1990 until As Director of the Exempt Organizations Division, he was responsible for the design and implementation of federal tax rulings and enforcement programs for charities and other tax-exempt organizations. He is a member of the District of Columbia and Florida Bars and he is a member of the Board of Directors of the Pemsel Case Foundation, a Canadian foundation focusing on the development of the law of charity. He is also co-chair of the Subcommittee on Audits and Appeals of the Exempt Organizations Committee of the American Bar Association Tax Section. Chambers USA ranked him as a Top Lawyer in ; he is also named to Best Lawyers of America for Nonprofit/Charities Law and Tax Law for Thomson Reuters identified him as a Washington, DC Super Lawyer in ; and The Legal 500 US named him as a Leading Lawyer in Nonprofit and Tax Exempt Organizations.

6 Madhu K. Singh, Foundry Law Group Madhu K. Singh is the founder and chief legal officer at Foundry Law Group. Madhu and her team enjoy growing the firm by empowering businesses and nonprofits to get organized and protect their assets and intellectual property. Madhu believes in building strong relationships with her clients by acting as a resource and being active within the local business community. She volunteers regularly with Wayfind by speaking at CLEs, providing legal consults at micro-enterprise clinics, working probono with wayfind clients, and supervising a cohort of attorneys new to advising nonprofits. Madhu also sits on several board including the Women's Business Exchange. In 2014 she was named the Woman Business Owner of the year by the Small Business Administration and has been named a 'rising star' by Superlawyers for the past three years. In addition to her practice, she is in her sixth year as an Adjunct Faculty at the Community Development and Entrepreneurship Clinic at Seattle University School of Law. She holds a JD and MBA from the University of Kansas. Peter J. Smith, Apex Law Managing Partner Peter s practice includes corporate transactions and business dispute resolution. Specifically, Peter focuses on providing enterprises with counsel and advice for the entirety of their corporate life: from business start-up, to licensing, to dissolution or acquisition. His experience includes advising nonprofits, for-profits, and the especially interesting formation of businesses seeking to make a social impact like those operating or forming social purpose corporations, benefit corporations, or certified b-corps. Before joining Apex Law, Peter represented both public and private clients in a variety of jurisdictions including federal and state courts, local administrative proceedings, and state hearings boards. This breadth of experience including his litigation background puts Peter in a unique position to help entrepreneurs understand the difference between housing their business idea in a nonprofit or for-profit business structure, and how to raise funds under each. Peter speaks and writes about a number of corporate law issues including taxexemption, nonprofit and for-profit governance, and the legal considerations facing social entrepreneurs. Peter has donated his time by lecturing for Wayfind, a Washington state nonprofit organization that provides legal support for community based nonprofits, and advocating for low-income tenants through for the Housing Justice Project.

7 Thank You To Our Sponsors. Acknowledgements WSBA Corporate Counsel Section and Wayfind thanks our generous sponsors. Our sponsors have supported the Nonprofit Law Institute with their time, expertise, outreach and financial support. Clark Nuber PS Marcus Owens and Loeb & Loeb LLP Bill & Melinda Gates Foundation Lane Powell PC Association of Corporate Counsel, Washington Chapter WSBA Business Law Section Wayfind Aero Law Group Thank You To Our Planning Committee. We also want to acknowledge the Nonprofit Law Institute 2017 Planning Committee for sharing their time and wisdom in helping to plan this event. Bernel Goldberg, Seattle Symphony, WSBA Corporate Counsel Section Chair Jodi Nishioka, Wayfind Vice Chair Cheryl Kringle, Aero Law Group Judy Andrews, Apex Law Group, WSBA Business Law Section Joanna Plichta Boisen, Foster Pepper Mari Horita, ArtsFund Maja Larson, Allen Institute Karena Rahall, Seattle University Access to Justice Institute Monica Reinmiller, Association of Corporate Counsel Washington Chapter Bryan Vasey, World Vision

8 Host Organizations. The WSBA Corporate Counsel Section, in collaboration with Wayfind, are proud to host the Nonprofit Law Institute The Institute is the brainchild of Bernel Goldberg, General Counsel for the Seattle Symphony, and member of the WSBA Corporate Counsel Section. The WSBA Corporate Counsel Section, in partnership with Wayfind, collaborate to bring this event to life. We are honored to annually bring together attorneys for a day of nonprofit learning and networking. Wayfind provides all the programming and logistical support to put on the event, with the help of volunteer attorney Cheryl Kringle, Aero Law Group. Special thank you to Cheryl Kringle, Pamela Hardy, and the Aero Law Group for providing for bono administrative and logistical support for the Nonprofit Law Institute 2017.

Judith L. Andrews, Of Counsel, Apex Law Group Jermiah Centrella, General Counsel, Mercy Corps

Speaker Biographies Judith L. Andrews, Of Counsel, Apex Law Group Judy Andrew s practice focuses on nonprofit corporation law and tax-exempt organizations. For more than 25 years, she has represented nonprofit