Practice Focus

Eleanor Evans has over 25 years’ experience representing nonprofit and for-profit organizations in a diverse range of legal, governance and compliance matters. She provides practical advice to public charities, private foundations, and other tax-exempt organizations on strategic initiatives and day-to-day operations.

Drawing from extensive experience in senior legal and management roles within nonprofit organizations, Eleanor understands the unique opportunities and challenges her clients encounter. She works collaboratively with clients to help them achieve their objectives, with an eye to managing risk and assuring compliance. Her clients range in size and complexity from modest to some of the largest nonprofit entities in the region, including colleges and universities, religious organizations, as well as private foundations and charitable trusts.

Prior to joining Hemenway & Barnes, Eleanor served as General Counsel of Action for Boston Community Development, Inc. (ABCD), one of the largest nonprofit human services providers in New England. She also served as Executive Director and General Counsel of Community Action Program Legal Services, Inc. (CAPLAW), a nonprofit providing legal assistance and training to a national network of approximately 1,000 antipoverty organizations known as Community Action Agencies. Previously, she represented for-profit and nonprofit entities in corporate, tax, employee benefits and executive compensation matters at a prominent Boston law firm.

Representative Experience

Formation, Transactions and Tax-Exempt Planning

• Forming nonprofit corporations and charitable trusts, obtaining their federal tax-exempt status, and applying to the IRS for reinstatement in cases of automatic revocation of 501(c)(3) status.
• Handling transactions and corporate matters – including mergers, acquisitions, spin-offs, program-related investments, and dissolutions – for 501(c)(3) public charities, private foundations and supporting organizations, 501(c)(4) social welfare organizations, 501(c)(6) trade and professional associations, 501(c)(7) social clubs, and 501(c)(2) title-holding organizations.
• Converting taxable social clubs to tax-exempt 501(c)(7) organizations.
• Counseling nonprofits on tax-exempt organizations law, including: fiscal sponsorship; foreign grantmaking and “Friends of” organizations; private foundation grantmaking and tax compliance; lobbying and political campaign activity; transactions with for-profits; unrelated business income tax (UBIT); intermediate sanctions; public charity vs. private foundation status; and federal and state reporting (IRS Form 990 and Massachusetts Form PC).

Charitable Giving

• Preparing gift agreements, fund instruments and gift acceptance policies for nonprofits.
• Advising individual donors on charitable giving options and gift agreements.

Governance and Compliance

• Drafting and updating articles of organization, bylaws and committee charters.
• Advising nonprofit boards of directors and their committees on governance matters including: board roles and responsibilities, fulfillment of fiduciary duties, board member recruitment and engagement, navigating the board-staff relationship, and implementation of conflict of interest and other board policies.
• Advising clients on other federal and state regulatory compliance matters.
• Preparing nonprofits for monitoring and audits by government agencies, and responding to monitoring and audit findings, disallowances, funding reductions and terminations.
• Serving as an expert witness on and helping nonprofits comply with federal and state grant and contract requirements – including the OMB Uniform Guidance and rules for specific programs, such as Head Start, the Community Services Block Grant (CSBG), and Workforce Innovation and Opportunity Act (WIOA) and Corporation for National and Community Service programs.
• Drafting legislation and comments on proposed regulations.

General Counsel and Employment

• Reviewing, drafting and negotiating contracts, grants and subgrants, and fiscal sponsorship agreements.
• Drafting and negotiating employment offer letters and employment, severance, consulting, and nondisclosure agreements.
• Counseling management on individual personnel matters and employment law compliance.
• Preparing and updating personnel policies and employee handbooks.
• Developing and updating conflict of interest, whistleblower, record retention, travel and expense reimbursement, procurement, financial, personnel and other organizational policies.
• Advising on information privacy and security matters and on responding to subpoenas and other record requests.