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.

• Nonprofits and exempt organizations

Q. PA registration for a nonprofit bringing in less than $25k annually in contributions.

February 15, 2024

A: There are two things going on here, and because Pennsylvania deals with them a bit differently than California does, it is a change to what you are used to.

All states have some form of keeping track of the corporations and other business entities that are based in their state. That applies to for-profit corporations, nonprofit corporations (which are called not-for-profit corporations in some states), limited liability companies (LLCs), and maybe some others (like partnerships) depending on the state. In Pennsylvania, the office that cares about keeping track of all the corporations is the Department of State, specifically the Bureau of Corporations and Charitable Organizations. It was the Secretary of State that played this role when you were in California.

Most states have additional state regulations to keep track of what charities are doing in their state. (Not all "nonprofits" are "charities," but that is a different topic.) In Pennsylvania the Charities Section of the Bureau of Corporations and Charitable Organizations keeps tabs on what charities are doing in the state. Like many states, Pennsylvania only requires charities to register with that section once they reach a certain size or do certain things. It sounds like you are not there yet. Back when you were in California, the equivalent state office was the Attorney General's Registry of Charitable Trusts. Unlike Pennsylvania, the California AG's office requires charities to register with the RCT within thirty days of receiving their first dollar of charitable donations.

It sounds like what you heard from the Department of State was about the requirement to be regulated by the Charities Section. Your organization is still required to register as a nonprofit corporation with the Department of State, just as any corporation (for profit or nonprofit) must do. ... Read More

Q. If a CA nonprofit has filed its statement of domestication with PA, dies it need to file new articles of incorporation?

February 7, 2024

A: Depending on the specifics of your case, it would probably be advisable to draw up amended articles of incorporation and new bylaws for the Pennsylvania nonprofit. This is because Pennsylvania's laws and California's nonprofit laws are not identical, and it is likely that when your organization was formed in California the person who drafted the articles of incorporation and the bylaws likely did that with an eye toward satisfying California law.

Here is just one example: in California the Chair (or president) cannot be the same person as the Treasurer. Your California bylaws probably have a provision in there ensuring that the same person does not serve as the President and the Treasurer. In Pennsylvania, the law does not require that. Another example: in California you are required to have no more than 49 percent of your directors as "interested persons." Your bylaws probably reference that requirement, which will not be a requirement in Pennsylvania. These are just a couple of differences, but the point is that your existing California articles and your California bylaws were written with an eye toward California law, not Pennsylvania law.

I would note, in addition, that although Pennsylvania recognizes the process of domesticating a nonprofit into the state, California does not recognize domesticating outbound from that state for nonprofit corporations. You will still "exist" in the eyes of California unless you formally wind up operations in California and obtain the approval of the state government (the Attorney General, Secretary of State, and Franchise Tax Board) to transfer the nonprofit's operations and assets out of the state. ... Read More

Q. Can my nonprofit give to my small business if they are related?

December 29, 2023

A: Probably not. I assume from your description of the nonprofit's mission that this is a 501(c)(3) and is incorporated in California as a charitable public benefit organization.

This is an example of what the IRS would call "private inurement." An organization can only be a 501(c)(3) if "no part of the net earnings" of the organization "inures to the benefit of any private shareholder or individual." Private inurement occurs when the assets of a nonprofit are given to a small business owned by somebody who is involved in running the nonprofit. The State of California also takes the position that any assets of a charity are held in trust for the charitable purpose of the charity, and giving those funds to an insider's business would likely cause troubles for the organization.

If the organization is a "public charity" as opposed to a private foundation, the charity can pay reasonable compensation to you for your services running the charity. If, however, the nonprofit is considered by the IRS to be a private foundation, then any payment of compensation to you as an insider would also be a legal problem called "self-dealing," which can result in significant penalties for you and for the nonprofit. ... Read More