Nonprofit Law Update: Pennsylvania Creates Nonprofit LLCs and Benefit Companies

Nonprofit leaders have some new options when it comes to how to organize their business.  Recent changes to Pennsylvania law have paved the way for the easier creation of charitable entities. 

On February 21, 2017, PA Act 170 of 2016 went into effect with the stated purpose modernizing, clarifying, and replacing outdated laws.  Act 170 amends Title 15 (Associations Code) and Title 54 (Names) of the Pennsylvania Consolidated Statutes.  

In general, Act 170 replaces the 1914 version of general partnerships, limited partnerships and limited liability companies with the Uniform Partnership Act (UPA), the Uniform Limited Partnership Act (ULPA) and the Uniform Limited Liability Company Act (ULLCA). These changes create better consistency between an LLC and Corporation, and clarify taxation and owner protection. 

The big news for nonprofit leaders, however are the provisions of Act 170 which are specifically related to nonprofits, namely the creation of Nonprofit LLCs and Benefit Companies.

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Copyright Law & Marching Arts: The School Concert Exemption

Over the past few months, I have had in depth conversations with WGI, DCI and DCA ensemble directors about Copyright Law and how the changing legal landscape is affecting the Marching and Pageantry Arts.   One of the main discussions is about when performing ensembles fit into the School Concert Exemption of the Copyright Act. 

Let's rewind: The Copyright Act (the "Act") is a federal law that regulates the rights of creators and the rights of third parties to use licensed (i.e. copyrighted) content.  The basic rule is that one cannot legally reproduce, perform or distribute the copyrighted work of another person unless: 1) you have obtained a written license from the rights holder to do so, or 2) your particular use fits into one of the exemptions contained in the Act.  

Note: For the purposes of this discussion, we are not going to talk into the Fair Use Doctrine, which is a subject unto itself. 

One of the exemptions contained in the Act is known as the School Concert Exemption. 

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Election Law Update: TLO Scores Another Victory for the Luiz Garcia for Mayor Campaign in PA Commonwealth Court

In an eleven page opinion, which you can read below, The Pennsylvania Commonwealth Court affirmed last week's decision by Lehigh County President Judge Reibman to dismiss the Petition to Set Aside which was filed against TLO Client Luiz Garcia, who is running for the GOP nomination for candidate for Mayor of Allentown.

President Judge Reibman's ruling focused on the Court's lack of jurisdiction to consider the Petitioner's allegations.  The Commonwealth Court opted to decide the appeal on the merits, and noted that "there is no legal authority supporting Objector's petition."

For the full decision, see below:

Election Law Update: TLO Scores Victory for Luiz Garcia, Republican Candidate for Mayor of Allentown

Tuk Law Offices successfully represented the Luiz Garcia for Mayor campaign in the Court of Common Pleas in Lehigh County.   In opposing a petition to set aside Mr. Garcia's nominating petition, Tuk Law Offices successfully argued that the Court was without jurisdiction to consider the Petitioner's allegations.  

The Petitioner, Jessica Pearse, is a 20 year old Muhlenberg College student with no apparent full time job.   Somehow the Petitioner had enough financial resources to hire not one but two large law firms to handle two separate petition challenges in the Allentown Mayor's race.   

The Petitioner's legal argument was not based on the Pennsylvania Election Code, but rather it was a stealth attempt to enforce provisions of the Allentown Home Rule Charter and Administrative Code against Mr. Garcia.  

Petitioner failed to prove any violations of either the Charter or Code, as noted by President Judge Reibman in his Memorandum Opinion which was issued March 27, 2017.  The full text of President Judge Reibman's Opinion in this case can be read below. 

This was a case of first impression in Lehigh County.  President Judge Reibman dismissed the petition with prejudice.  News coverage can be found here. 

Mr. Garcia's campaign for Mayor of Allentown continues. 

Entertainment Law: More SXSW Performers Denied Entry into US

The SXSW Festival in Austin, Texas is one of the largest music festivals in the country, attracting performers from all around the world.  The event that is currently happening this week is the first edition to occur during the Trump Administration and the change to Customs and Border Patrol's scrutiny of foreign visitors.  As a result, some performers who thought they were allowed into the US with the documentation they have are getting surprised when CPB denies them entry into the US.  You can read some of the news coverage here. 

Quick analysis of the SXSW/visa issue:

1. The SXSW organizers are not the arbiters of US immigration law, so when artists "have a letter from SXSW" and attempt to use that as proof with US Customs and Border Patrol, the artists are asking for trouble. That's like telling the police that your friend told you it was OK borrow the car when you get stopped.

2. What the performers are attempting to rely on is either the Visa Waiver program or a tourist visa, the latter of which prohibits any kind of employment. It's pretty simple. A B-2 visa, for example, allows participation by amateurs in musical, sports, or similar events or contests, if not being paid for participating.

3. The artists are getting either no legal advice, or bad legal advice, and that's no defense.

4. The artists should have management & legal counsel in the US that can pave the way for their entry into the US to perform. If the performers obtained the right kind of visa - a P-2 or P-3 visa - they likely would not have this problem, as the P visas authorize holders to perform at entertainment events while they are in the US.

5. The purpose of the visa has to actually be the purpose for entry into the country. Performing at a promotional showcase is arguably a commercial purpose, which is why the performers are being denied entry. Even though the artists aren't getting paid cash, they are receiving value - (the old chestnut of "exposure"), plus the event organizers are certainly making money from the performers' appearances. That touches on another short essay for later about who benefits when artists work for "free".