849 N. 3rd Avenue, Phoenix, Arizona 85003  |  T: (602) 456-0071

Ellis McGehee Carter


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Ellis McGehee Carter exclusively represents, nonprofit, tax-exempt and mission based businesses with respect to corporate and tax matters as well as donors with respect to major gifts. Ellis spent 13 years practicing with large firms, forming Carter Law Group in 2010. Representative experience includes:

  • Assisting affiliated nonprofits to determine their ideal structure, implementing the structure and counseling to ensure ongoing legal and tax compliance;
  • Advising corporate, independent and family private foundations regarding compliance with tax rules and regulations, including those related to self dealing, investments and grant making;
  • Advising family foundations during difficult transitions, particularly following the death of the founders and transitions from one generation to the next;
  • Representing charitable organizations in all aspects of their start-up including formation; state and federal tax exemptions; corporate governance and board fiduciary duties; hiring and compensation of employees and consultants; and charitable solicitation licensing and compliance;
  • Advising conversion foundations regarding post-conversion issues including tax status;
  • Negotiating the terms major gifts, including perpetual naming rights related to educational programs, facilities, faculty positions, etc.;
  • Working with hospitals to ensure compliance with 501(r) including preparing financial assistance and collections policies;
  • Representing nonprofits in various business combinations and reorganizations, including divestitures, asset acquisitions, mergers, and affiliations;
  • Assisting tax-exempt organizations engaged in lobbying including setting up related 501(c)(3) and 501(c)(4) organizations and counseling to ensure ongoing legal and tax compliance;
  • Counseling corporate foundations in all aspects of their management, including governance, tax compliance, matching gift programs and grant agreements;
  • Advising various public charities on issues related to governance, conflicts of interest, fiduciary duties, private inurement and related party  transactions, including best practices to promote compliance and correcting existing violations.

Ellis has particular experience working with private foundations, hospitals and healthcare institutions, charter and private schools, museums and arts organizations.

Education

  • LL.M. in Taxation, University of Washington School of Law, 1998
  • J.D., cum laude, Seattle University School of Law, 1996
  • Certificate in Chinese Law, East Shanghai University of Politics and Law, 1994
  • B.A., cum laude, Northeastern University, 1993

Honors

  • Best Lawyers® 2015 Non-Profit/Charities Law “Lawyer of the Year” in Phoenix, Arizona
  • Champion of Diversity Award, Black Women Lawyer’s Association, 2013
  • Best Lawyers in America/U.S. News and World Reports, Top Tier Law Firm, Non-Profit/Charities Law, 2010-2016
  • Best Lawyers in America, Non-Profit/Charities Law, 2007-2017
  • Rated “AV Preeminent” (the highest rating available), by Martindale Hubbell
  • Phoenix Magazine, Top Lawyers, Nonprofit-Charities Law, 2007
  • Volunteer Lawyers Program, Non-Profit Advocate of the Year, 2002

Community Activities

Professional Activities

  • Member, State Bar of Arizona, 2000 to Present
  • Member, Washington State Bar Association, 1997 to Present
  • Member, Tax Law Section and Committee on Exempt Organizations, American Bar Association, 2000 to Present
  • Member, National Alliance of Public Charter School Attorneys, 2013 to Present

In the News

Articles and Recent Presentations

  • Co-Presenter, “Six Degrees of Separation: Sr. Staff Employment Contracts & Separation Agreements”, Organization of Nonprofit ExecutivesJune 15, 2016.
  • Co-Presenter, “Arizona Benefit Corporations – Imagining Relevant Litigation Issues,” Arizona State Bar Convention, June 25, 2015.
  • Presenter, “Must Have Policies (And What Can Happen When You Don’t),”  Planned Giving Roundtable, Arizona Planned Giving Conference, June 3, 2015.
  • Co-Presenter, “So You Want to Start a Nonprofit,” Arizona Community Foundation’s Professional Education Series, February 26, 2015.
  • Presenter, “Why Should You Consider Forming An Affiliated Entity,” Henry and Horne CPA’s Annual Conference, January 28, 2015.
  • Presenter, “Top 10 Legal Risks for Nonprofits,” CBIZ CPA’s annual conference, December 8, 2014.
  • Presenter, “Top 10 Mistakes in Nonprofit Board Governance,” Experience Matters Arizona’s Encore Fellowship Program, Native American Connections, September 22, 2014.
  • Co-Presenter, Starting a Nonprofit, Hive@Central, Burton Bar Library, June 26, 2014.
  • Presenter,“Is it Time for a Legal Audit,” Clifton Larsen Allen Annual Nonprofit Conference, Desert Willow Conference Center, May 20, 2014.
  • Live Chat Expert, How to Choose a Fiscal Sponsor, Foundation Center Live Chat, January 30, 2014.
  • Panelist, Small Charities – Problems and Solutions, American Bar Association Exempt Organizations Committee of the Section of Taxation, 2014 Mid-Year Meeting, Phoenix, Arizona, January 24, 2014.
  • Panelist, Social Entrepreneurship Conference, Phoenix College, October 10, 2013.
  • Presenter, “Nonprofit Board Service 101,” Business on Board Program, sponsored by Alliance of Arizona Nonprofits, APS Corporate Campus, September 23, 2013.
  • Presenter, “Top 15 Mistakes in Nonprofit Board Governance,” Experience Matters Arizona’s Encore Fellowship Program, New Pathways for Youth, August 15, 2013.
  • Presenter, “Nonprofit Board Service 101,” Business on Board Program, sponsored by Alliance of Arizona Nonprofits, Petsmart Corporate Campus, May 8, 2013.
  • Presenter, “Maintaining Tax-Exempt Status, Legal & Governance Summit,” Sponsored by the Arizona Charter School Association, April 30, 2013.
  • Presenter, “Nonprofit Law 101,” Accounting and Financial Women’s Alliance, Arizona Country Club, April 18, 2013.
  • Presenter, “Top 15 Mistakes in Nonprofit Board Governance,” Experience Matters Arizona’s Encore Fellowship Program, Franciscan Renewal Center, January 10, 2013.
  • Co-Presenter, “Good Gifts Gone Bad – Case Studies in Charitable Gift Planning,” co-hosted by Planned Giving Roundtable of Southern Arizona and The Center for Planned Giving of the Community Foundation for Southern Arizona, October 18, 2012.
  • Presenter, “Social Enterprise – Emerging Structures, Planned Giving Roundtable of Arizona’s 18th Annual Summer Forum,” Phoenix Country Club, July 13, 2012.
  • Co-Presenter, “Charter Management Contracts – The Do’s and Don’ts of Charter Management and Nonprofit Law,” Sponsored by the Arizona Charter School Association, May 1, 2012.
  • Presenter, “Top 15 Mistakes in Nonprofit Board Governance,” Experience Matters Arizona’s Encore Fellowship Program, Virginia Piper Trust, April 19, 2012.
  • Presenter, “Nonprofit Law 101,” Jewish Technical Assistance Center (“JTAC”), Ina Levine Jewish Community Campus, March 29, 2012.
  • Presenter, “Social Enterprise – Emerging Legal Structures,” Henry and Horne CPA’s Lunch and Learn event, February 16, 2012.
  • Presenter, “Social Enterprise – Emerging Legal Structures,” Presentation to the Shea Group, May 20, 2011.
  • Presenter, “Private Foundations, Supporting Organizations and Donor Advised Funds – A Comparison,” Valley Estate Planners, April 21, 2011.
  • Co-Presenter, “Charter School Legal Concerns, Arizona Charter School Association Charter Starter Program,” April 2, 2011, Phoenix, Arizona.
  • Co-Presenter, “Social Media and Your Organization, Organization of Nonprofit Executives,” February 16, 2011, Phoenix, Arizona.
  • Guest, “Hot Topics Panel,” American Humanics class at ASU, November 8, 2010, Phoenix, Arizona.
  • Co-Presenter, “Legal Considerations of Governing Boards, Arizona Charter School Association Charterology Conference,” November 11, 2010, Glendale, Arizona.
  • Presenter, “Nonprofit Law 101,” Make-A-Wish Foundation of America’s 30th Anniversary Conference, October 21, 2010, Orlando, Florida.
  • Co-Presenter, “Best Practices in Committee Charters,” Southwest Conference of Foundations, September 30, 2010, Vail, Colorado.
  • Co-Presenter, “What’s New with Form 990?,” TAP Talk sponsored by St. Luke’s Health Initiatives, September 21, 2010.
  • Presenter, “Private Foundations, Supporting Organizations and Donor Advised Funds – A Comparison,” Yuma Summer Forum sponsored by the Yuma Community Foundation, June 23, 2010.
  • Co-Presenter and Panelist, “Legal and Practical Considerations for Board Service & Recent Developments in Nonprofit Governance,” Arizona Bar Convention, June 8, 2010.
  • Panelist, “Not-for-profit Best Practices Roundtable,” sponsored by the Arizona Society of Certified Public Accountants, May 5, 2010.
  • Co-Presenter, “Advising Nonprofits 101,” national teleconference sponsored by National Business Institute, February 19, 2010.
  • Co-Instructor, “ASU Lodestar Center’s course on Non-profit Law,” Winter 2010.
  • Co-Presenter, “So You Want to Start A Charter School,” webinar sponsored by Arizona Charter School Association as part of their Charter Starter program; January 15, 2010.
  • Co-Presenter, “Obtaining and Maintaining Tax-Exempt Status,” The American Humanics Management/Leadership Institute Conference; Phoenix, Arizona; January 3, 2010.
  • Co-Presenter, “Nonprofit Fundraising Law 101,” national teleconference sponsored by NBI, November 12, 2009.
  • Co-Instructor, “ASU Lodestar Center’s course on Non-profit Law,” Summer 2009.
  • Presenter, “Association of Scholarship Tuition Organizations,” Maintaining Tax-Exempt Status, June 5, 2009.
  • Co-Presenter, “The New IRS Guidelines for Good Governance for 501(c)(3) Organizations,” national teleconference sponsored by Lorman, May 6, 2009.
  • Co-Presenter, “Best Practices in Charter School Governance, Arizona Charter School Association Board Retreat,” April 18, 2009.
  • Co-Author, “Non-profit Update: New Law Permits Increased Flexibility in Expending and Managing Charitable Funds;” March 20, 2009.
  • Presenter, “Legal Issues for Professionals Serving on Non-profit Boards, Business on Board Program,” sponsored by Arts & Business Council, Blue Cross Blue Shield of Arizona, March 4, 2009.
  • Co-Presenter, “Obtaining and Sustaining Tax-Exempt Status,” national teleconference sponsored by Lorman, February 18, 2009.
  • Co-Instructor, “ASU Lodestar Center’s course on Non-profit Law,” Spring 2009.
  • Panelist, “Conversions: Where to we Stand?,” American Bar Association Exempt Organizations Committee of the Section of Taxation, 2009 Mid-Year Meeting, New Orleans, Louisiana January 9, 2009.