Forming a 501(c)(3): Bylaws That Match the 2026 State Defaults and Classification That Survives Year Six

Jacob Ferrari, Managing Partner | Apex Law Group

Jacob Ferrari is the managing partner of Apex Law Group in Seattle, where his primary practice serves nonprofit organizations at every stage of growth, from formation and applications for tax exemption to board governance and corporate exit plans. He also advises social enterprises and businesses on transactions and related services.

• Education & Credentials

He earned his J.D. from the University of Washington School of Law in 2016 and his B.A. in American Literature and Culture, cum laude, from the University of California, Los Angeles, in 2013. He was admitted to the Washington State Bar in 2016.

• Recognition & Leadership

Super Lawyers has named Jacob a Washington Rising Star for Nonprofit Organizations (2025–2026). He serves on the board of Communities Rise, where he has volunteered pro bono legal services, and the organization honored him with its Volunteer Appreciation Award in 2021. He is one of Apex Law Group’s managing partners and serves on committees working to improve the regulatory environment for nonprofits. The sources are his Super Lawyers profile for the Rising Star honor and the Communities Rise board page for the board seat. The award is from his Avvo profile, the pro bono work from a Nonprofit Association of Washington speaker bio, and the managing partner title from the Apex Law Group site. The committee line comes from his own Communities Rise bio, which doesn’t name the committees.

• Professional Involvement

He has presented programs on Washington’s Nonprofit Corporation Act, including sessions on youth on boards and on membership (2022), and led the Let’s Go Legal nonprofit training webinar series (2021–2022). He has also guest lectured on forming and maintaining a nonprofit organization at Highline College (Spring 2021 and Spring 2022).

• Experience

He served as lead attorney and consultant on the board governance restructure of a $1 million nonprofit corporation and has guided many organizations through applying for and receiving tax-exempt status from the IRS. He was also lead attorney and drafter for a $5 million church property and asset transfer and for the merger of two Washington churches, and he managed to review several loan transactions with the Washington Department of Commerce and the Washington Public Housing Commission, each over $1 million.

Jason J. Kohout, Partner | Foley & Lardner LLP

Jason J. Kohout is a partner with Foley & Lardner LLP and chair of the firm’s Family Offices Team. He works extensively with nonprofit organizations on formation, governance, fundraising, and tax exemption, and advises families and business owners on tax planning, business succession, and philanthropy.

• Education & Credentials

He earned his J.D. from Harvard Law School in 2007, where he organized the school’s Volunteer Income Tax Assistance Program and received the Sidney I. Roberts Award for the best paper on taxation. He received his A.B., magna cum laude, from Harvard College in 2004, where he was a member of Phi Beta Kappa and received the Hoopes Prize. He is admitted in Wisconsin, Illinois, Michigan, and the District of Columbia.

• Recognition & Leadership

He is an elected Fellow of the American College of Trust and Estate Counsel and has been recognized by Best Lawyers in America for Charities Law and Trusts and Estates (2020–2024). The Greater Milwaukee Foundation gave him its 2015 Herbert J. Mueller Society Award for Outstanding Professional Adviser of the Year, and he has been named to Wisconsin Super Lawyers Rising Stars lists and as a Wisconsin Law Journal “Up and Coming Attorney” (2015). He is a director of the Wisconsin Philanthropy Network and serves as director and treasurer of the Milwaukee Bar Association Foundation.

• Professional Involvement

He wrote the tax issues chapter of the Guide to Wisconsin Nonprofit Law in the Wisconsin Bar Association Desk book (2018) and co-authored a Journal of Taxation article on the regulations for Type III supporting organizations. He has presented “Tax Exempt Organizations from Start to Finish” for the National Business Institute (2016–2018) and “Tax-Exemption and Ethics Issues for Private Foundations” for the Wisconsin Philanthropy Network, and he developed Foley’s Charitable Academy to prepare professionals for nonprofit board service.

• Experience

Jason advises tax-exempt organizations, including health care systems, universities and schools, churches, and social service agencies, on formation, operations, tax compliance, governance, and significant transactions. He drafts specialty governing provisions for bylaws and conflict of interest policies, advises directors on fiduciary duties and excess benefit rules, and provided tax and corporate structuring advice for a for-profit college’s conversion to nonprofit status. He also advised on the merger of two major nonprofit health care organizations, including drafting new bylaws, and serves as counsel and corporate secretary to a donor advised fund making more than $8 million in grants annually.

Emmaline S. Jurgena, Associate | Foley & Lardner LLP

Emmaline S. Jurgena is an associate in Foley & Lardner LLP’s Estate Planning Practice in Milwaukee, with extensive experience in tax-exempt and charitable issues. She counsels tax-exempt organizations on formation, ongoing administration, tax compliance, and IRS audits, and works with high-net-worth individuals and families on estate and tax planning.

• Education & Credentials

She earned her J.D. from The University of Chicago Law School in 2019, where she was a clinical student in the Housing Initiative Transactional Clinic, and her B.A. in Journalism and Political Science, summa cum laude, from Marquette University in 2016, where she was a Diederich Scholar and a member of the Kappa Tau Alpha honors society. She is admitted to Wisconsin.

• Recognition & Leadership

She serves as co-chair of the Milwaukee Association for Women Lawyers and as a board member of the Friends of the Milwaukee Public Library, and she took part in the Greater Milwaukee Foundation’s 2021–2022 Young Professional Adviser Council.

• Professional Involvement

She has co-presented on charitable giving and philanthropy for the Milwaukee Estate Planning Forum, the Planned Giving Council of Eastern Wisconsin, the Association of Corporate Counsel’s Wisconsin Branch, and the Wisconsin Philanthropy Network, including programs on protecting donor intent and succession planning for family foundations. She also volunteers with Wills for Heroes and is a member of the Herbert J. Mueller Society.

• Experience

Her tax-exempt work spans colleges and universities, hospital systems, religious organizations, museums, private foundations, and social welfare organizations, including formation, tax return preparation, IRS audits, and litigation. She helped create and continued to counsel several name, image, and likeness collectives at large colleges, completed a secondment advising one of the nation’s largest tax-exempt social welfare organizations on exemption issues and its related foundation, and assisted with tax planning for a $24 million bequest to a large charity.

SESSION 1 – Drafting Charity Articles and Bylaws Against the 2026 State Nonprofit Act Changes| Jacob Ferrari | 2:30pm – 3:30pm

This hour is for organization-side formation counsel. It teaches how to draft charity articles, bylaws, and the organizational consent against the 2026 changes to the North Carolina, Florida, and Alabama nonprofit corporation acts, with North Carolina’s S.L. 2026-52 as the working text. It also walks through Washington’s Nonprofit Corporation Act as a point of comparison, including its rules for membership organizations and its express allowance for individuals under 18 to serve on a nonprofit’s board, and shows how the same drafting choices play out under it. The hour covers the accidental-member problem, small-board deadlock, the IRS purpose and dissolution clauses, and a live redline of a pre-2026 form bylaw set. Attendees leave with a formation failure checklist and the annotated redline.

BREAK | 3:30pm – 3:40pm

SESSION 2 – Choosing Public Charity Classification for a New 501(c)(3) Under the 2026 Giving Rules | Jason J. Kohout & Emmaline S. Jurgena | 3:40pm – 4:40pm

This hour is for organization-side exempt organizations counsel. It teaches how to choose public charity classification for a new 501(c)(3) now that § 170(p) ties a donor’s deduction to the recipient’s classification. The hour covers the Part II and Part III support computations, the five-year and sixth-year rules and founder-gift planning, the Form 8940 unusual-grant and reclassification tools, the classification requested in the application, and the 27-month and automatic-revocation clocks. Attendees leave with a classification decision tree and information about how to project the outcome of an organization’s five-year support test.