Matthew Morris

M.G. Morris Law focuses on one thing: helping nonprofits, their donors, and benefit corporations do more good in the world by preventing and solving their legal problems.

I grew up in the Midwest. After college I flew helicopters in the Navy for ten years before going to law school. I served "one weekend a month" for another twenty years. After law school and an appellate clerkship in Indiana, I joined an Indianapolis law firm helping employers navigate employment issues. During an unexpected one-year detour to Afghanistan, I provided advice to the Afghan government on anti-corruption efforts.

After coming home, I served for 11 years as an Assistant United States Attorney, trying cases before juries and arguing appeals. But my favorite part of being a prosecutor was building relationships with my clients, crime victims' advocates, and organizations that advocate for the powerless. After several years of thinking about ways that the legal industry can serve civil society better, I heard the question, "what would you do if you weren't afraid?"

The answer to that question, for me, was to establish a new kind of law firm. M.G. Morris Law, P.C., is a (mostly) virtual and (mostly) paperless firm. We're not small, we're agile: there is no committee that needs to approve taking on new clients or new matters. And using the newest law firm practice management technology, I can scale my efforts in ways that traditional legal practice might not. Inspired by the example of nonprofit lawyers in other states, I have adopted new billing models that move away from the billable hour model and focus on more predictable and cost-effective billing, including subscription services and flat fees, to remove barriers to both value and communication. The billable hour model rewards inefficiency (by me) and discourages communication (by you).

In our personal philanthropic life, my wife Amy and I are involved in animal rescue, blood cancer research, and disaster response.

University of Michigan - Ann Arbor

J.D. (2006)

2003 - 2006

Honors: Cum laude

Georgetown University

B.S.F.S. (1993) | International Politics

1989 - 1993

Founder and Principal

M.G. Morris Law

2022 - Current

I help nonprofits and their donors avoid, minimize, and respond to legal issues so that they can do more good in the world by focusing on their missions.

Assistant United States Attorney

United States Department of Justice

2010 - 2022

Advisor

NATO Training Mission Afghanistan

2009 - 2010

Associate

Baker and Daniels LLP

2007 - 2009

Law clerk to the Hon. Michael S. Kanne

United States Court of Appeals for the Seventh Circuit

2006 - 2007

Treatment by Chiropractors under the Family Medical Leave Act

Indiana Employment Law Letter

2009

Politics and Work, Part 1: Private Employers

2008

Politics and Work, Part 2: Public Employers

Indiana Employment Law Letter

2008

E-verify With Caution

Indiana Employment Law Letter

2007

Hiding Amongst a Crowd and the Illegality of Deceptive Lighting

Naval Law Review

2007

Use of Accomplice Witnesses in Criminal Investigations and Prosecutions, Basic Criminal Trial Advocacy Seminar

2019

United States Department of Justice National Advocacy Center

A survey of the particular difficulties of using criminal accomplices in the investigation and trial of criminal cases.

Effect of Child Pornography Trafficking on Victims, Crimes Against Children, Teens and Women

2016

California State Bar

Employment Document Retention Periods, Employment Records, Retention, Retrieval, and Destruction

2008

Employment Law Institute

Use of Accomplice Witnesses in Criminal Investigations and Prosecutions, Basic Criminal Trial Advocacy Seminar

2018

United States Department of Justice National Advocacy Center

A Night to Honor Service

Federal Bar Association

2016

Indiana State Bar  # 26510-29

Member

Current

Indiana

Indiana Supreme Court

ID Number: 26510-29

Since 2006

7th Circuit

Since 2006

9th Circuit

Since 2010

• Rates, Retainers and Additional Information
  Most services are offered under either a low, predictable monthly subscription for “outside general counsel” services, or flat fees for “outside counsel” services.

Business Law

Business Contracts, Business Dissolution, Business Finance, Business Formation, Mergers & Acquisitions, Partnership & Shareholder Disputes

• Nonprofits and exempt organizations

Q. Can my Non-Profit pay me?

September 6, 2023

A: Your question raises the questions of "private inurement" and "self-dealing." One can be taken care of with careful planning, one could result in major penalties from the IRS.

You mention that you are grant writer, which leads to me believe that your potential nonprofit will be a 501(c)(3). Not all nonprofits are tax-exempt, and not all tax-exempt nonprofits are 501(c)(3) charities. But "grants" to nonprofits are usually given to 501(c)(3), so let's assume that this is what you will have.

The IRS classifies all 501(c)(3)s as either "public charities" or "private foundations." They assume that a 501(c)(3) is a private foundation unless it can demonstrate that it should be treated as a public charity.

If a public charity engages in a financial transaction with one of its founders, the IRS will look at those transactions to be sure that they are not "excess benefit" transaction. Imagine that a charity buys a vehicle from its founder, and pays twice the fair market value of the vehicle. The charity's money has just been funneled into the founder's pockets, and the IRS will penalize the charity, and the founder, and any member of the board of directors who approved that transaction. These are called "intermediate sanctions." You can avoid intermediate sanctions by making sure that the public charity only pays you, the founder, or any other insider the fair market value for your services.

If a private foundation engages in a financial transaction with one of its founders, the IRS will call that an act of "self-dealing." There is no such things as a fair market value for self-dealing. Even if the charity pays you the fair market value for your services, this is an action that will result in severe penalties from the IRS and could cause the IRS to revoke the charity's tax-exempt status.

Talk with a lawyer who works with nonprofits to try to avoid private inurement or self-dealing. ... Read More

Q. Can you help me find an attorney who specializes in nonprofit organizations? There is no state association in Arkansas.

August 21, 2023

A: Here are some options for you to find a nonprofit organization attorney who might be able to help.

First, you might refine your Google technique. Try specifically searching for a "nonprofit organization attorney." That might filter out some of the criminal lawyers and family lawyers. You might need to scroll down past the first several results (advertisements) to find some options -- there are some lawyers who pay for Google to run their ads any time somebody near them searches for "attorney," without narrowing down the search to only reach people who are looking for their type of lawyer. So you might need to go down past the results that are advertisements.

Second, it is likely that the largest law firms in your area probably have a nonprofit organization practice. Unfortunately, those large "downtown" law firms are sometimes very expensive, and it sounds like your organization is just getting off the ground. But even if they don't fit your budget, they might also be able to refer you to a smaller firm or solo attorney nearby who might be a better match for you.

Another option in Arkansas is to check with the University of Arkansas School of Law. They have a business transaction clinic that focuses on helping nonprofits. If they take you on as a client, law students (always working under the supervision of a licensed lawyer and law school professor) will work on your legal issues. They say that they work with nonprofits all over the state, not just up in Fayetteville. And if they cannot help you, they might have a list of Arkansas attorneys who focus their practice on nonprofits.

Most of the "find an attorney" websites do not do a great job of separating out nonprofit organization attorneys from other business law attorneys. For those of us who focus our practice exclusively on advising nonprofits, it is a bit frustrating.

Some of the types of legal questions that you have probably do not need to be answered by an Arkansas attorney. Quite a bit of your legal questions probably involve matters of federal law (tax exemption, compliance with IRS rules and regulations, etc.) Any lawyer who is competent to advise you on those matters can do so, regardless of where they are located, because they are questions of federal law. In the legal field, this is sometimes referred to as "multi-jurisdictional" practice of law. How much they can advise you above and beyond the federal questions will depend on what types of issues you have. In Arkansas, an out-of-state attorney is allowed to advise you on issues that "arise out of or are reasonably related to" those federal matters. So a multijurisdictional nonprofit attorney who is licensed in another state MIGHT be a good solution for you.

Finally, the American Bar Association has a nonprofit organizations committee that is part of the business law section. The list of members is not searchable by the public, but a member of the committee can search that list by location and might be able to refer you to an Arkansas member of the committee. ... Read More

Q. If HOA Board resigns en masse, effective immediately, can they rescind resignations without homeowners approving?

July 24, 2023

A: You probably need to look at a couple documents and a couple provisions of the law to know what legal effect the mass resignation caused.

First, find copies of your governing documents. If your HOA is a corporation (most are), you are looking for your Articles of Incorporation and your Bylaws. One of those documents might have a clause that describes director resignations. For example, I often include the following provision for nonprofit corporations when I help draft their bylaws: "No Director may resign when the Corporation would then be left without a duly elected Director or Directors in charge of its affairs." Or, it might read, "No Director may resign if the resignation would leave the Corporation without the minimum number of directors required by law." You would want to look at the Articles and Bylaws to see if there are restrictions on how or when a director can resign, or if there is a provision that says a resignation would not be permitted if it left the HOA without a functioning board. (Note, also, that there is a fair question here about whether any individual director has breached their fiduciary duty to the HOA. If a director takes action that leaves the HOA with no functioning governance body, that is arguable a breach of the duty of loyalty.)

Assuming that the resignations of any particular director was made in accordance with the bylaws, you will also want to look at the way that the resignation was communicated and when. Note that "the board" really can't resign as a whole unit. It's probably more accurate here to say that every individual member of the board has (attempted to) resign. In general, under Indiana law, a resignation of an HOA director becomes effective "when it is communicated" (if the resignation was made orally) or "when it was received" (if given in writing.)

As to any particular director, IF the resignation was permissible under the articles or bylaws, and IF the resignation was received, then that particular director probably has no authority to "rescind" the resignation. The director has given up the position and it falls either to the directors or to the members to choose a replacement.

So, that brings a final a call to get your hands on a copy of the articles and bylaws and see what rules are included for who gets to fill a vacancy on the board. Is it the members? If so, then for any director who successfully resigned, the question of whether that director can be elected to re-fill their seat lies with the members. Or does the board of directors have the authority to fill vacancies on the board?

These are a handful of general thoughts based on incomplete facts. There may be other issues involved, and you should explore those other issues with a lawyer who works on these types of questions. ... Read More