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Protecting Board Members & Officers
Useful Changes to Tennessee Nonprofit Corporation Act for 2015
Presented by:
William E. Mason, Brittany Brent Smith, Zack R. Gardner
Kennerly, Montgomery & Finley, P.C.
wemason@kmfpc.com
bsmith@kmfpc.com
zgardner@kmfpc.com
Copyright © 2014 Kennerly, Montgomery & Finley, P.C.
Role of Board Members
and Officers in a Nonprofit
Directors make up a nonprofit corporation’s Board of Directors.
Directors work together to oversee the activities of the nonprofit corporation.
Board of Directors appoints the nonprofit corporation’s Officers.
Officers usually consist of, at least, an Executive Director or President, a Secretary, and a Treasurer.
Officers are responsible for the management and day-to-day operations of the nonprofit.
Executive Director or President operates under and reports to the Board.
Other Officers generally report to the Executive Director or President.
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Constituents of a Nonprofit Board
Board
Secretary of State and Attorney General
Members
(if applicable)
IRS
Donors
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Are Directors & Officers Liable
to Nonprofit Corporations?
Generally, a nonprofit's directors and officers are not liable for
the corporation's debts and obligations, including for the
wrongful acts of others involved in the corporation.
However, personal liability may stem from the director's or
officer's breach of its duties to the corporation or other wrongful
acts.
Fortunately, Tennessee law provides for a number of protections
of directors and officers against liability.
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Extension of Protections
to Officers, Employees, and Agents
Tennessee Nonprofit Corporation Act permits
corporation to indemnify and advance expenses to
officers, employees, and agents to the same extent as
directors
Revisions to the Act clarify that Board committee
members who are not directors are entitled to same
protections as directors
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Potential Sources of Liability
Breach of fiduciary duties to nonprofit corporation
Governance
Executive compensation
Wrongful handling of conflicting interest transactions
Failure to protect the nonprofit corporation's charitable assets
Executive compensation
Unlawful distributions
Improper merger, dissolution, sale of assets, etc.
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Breach of Fiduciary Duties - Governance
Directors and officers owe certain fiduciary duties to the nonprofit corporation
Duty to act in good faith, duty of care, duty to act in the best interests of the corporation
Scenario: Director John fails to attend Pleasantville Museum of Art Board meetings regularly, does not review Board materials provided in advance of meetings, and fails to meaningfully participate as a director. John may be in breach of his fiduciary duties to Pleasantville Museum of Art.
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Director Checklist for Proper Governance
Attend Board and committee meetings
Review Board material prior to meetings
Participate in discussions, ask questions
Ensure complete and accurate minutes are taken
Follow the Charter, Bylaws, and other applicable laws
Rely on advice of qualified professionals
Avoid conflicts of interest
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Breach of Fiduciary Duties -
Executive Compensation Issues
Ensuring that the Board has approved reasonable and not excessive
compensation for the nonprofit’s executive director or president is one of the
fiduciary responsibilities of nonprofit boards.
Scenario: Pleasantville Museum of Art needs to hire a new Executive
Director. Directors Ann, John, and Sara did not follow an established process
in choosing a qualified Executive Director and determining the Executive
Director’s reasonable compensation. The Directors hired Executive Director
Mark, John’s Cousin, without consideration of other candidates, agreed to
pay him a high salary without the use of comparability data, and failed to
document their decision-making process. Directors Ann, John, and Sara may
have breached their fiduciary duties to the corporation and put the Museum’s
tax-exempt status in jeopardy.
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Conflicting Interest Transactions
Directors and officers have a duty to disclose potential conflicts of
interest with the nonprofit corporation
Board is required to take specific steps in considering and approving
conflicting interest transactions
Scenario: Pleasantville Museum of Art is considering entering into a
contract with a Acme Consulting Firm, for which Executive Director
Mark’s wife works. If Mark fails to disclose the potential conflict or
the Board fails to properly consider the conflict before approving the
contract, Mark and the Board could be subject to personal liability and
the contract could be rescinded.
Area extensively changed by revisions to the Tennessee Nonprofit
Corporation Act effective January 1, 2015
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Protection of Charitable Assets –
Unlawful Distributions Assets of nonprofits and tax-exempt entities must be used exclusively for
charitable purposes
Improper handling of executive compensation issues constitutes a failure to protect assets and is a basis for liability
Directors’ approval of unlawful distributions of charitable assets is a basis for personal liability
Distribution: a transfer of assets, income, or profit from a nonprofit corporation to its members, directors, or officers
“Unlawful” distribution: a distribution made in violation of the corporate charter or otherwise prohibited by law
Check your charter – Provision imposing liability for unlawful distributions renumbered by revisions to Tennessee Nonprofit Corporation Act.
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Director’s Personal Liability
for Unlawful Distribution
If a director votes for, or assents to, an unlawful distribution, then the director may be held personally liable to the corporation for the amount distributed that exceeds the amount that could be lawfully distributed. A director held liable for an unlawful distribution may
receive contribution from other directors who voted or assented to the distribution and each person who received an unlawful distribution up to the amount received.
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Unlawful Distributions (Cont’d)
Scenario: Pleasantville Museum of Art held a rather successful fundraising
event where they raised $10,000 more than they needed to fund their
regular operations. Directors Ann and Sara decide that they’ve done such a
great job that they’re going to distribute that excess money to the Directors
and Executive Director Mark for their contributions to the fundraising
success. Director John votes against the distribution and refuses to take any
of the money. The others happily take the money and quickly spend the
funds.
This would be an unlawful distribution, and Ann and Sara would be
personally liable for the total amount distributed and would have the
right to seek contribution from Mark. John would not be liable.
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Notice to Attorney General of Conversions, Mergers,
Significant Asset Sales, and Dissolutions
Attorney General must be given notice of conversions, mergers,
significant asset sales, and dissolutions
Scenario: Pleasantville Museum of Art dissolves, but the Board
fails to notify its members of the pending dissolution, fails to
submit appropriate documentation to the Attorney General in
advance, and fails to distribute its assets to an appropriate
charitable recipient. This is an area of potential liability.
This is an area extensively changed by the revisions to the
Tennessee Nonprofit Corporation Act effective January 1, 2015
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Options for Protecting Directors & Officers
Elimination of personal liability for breach of
certain fiduciary duties in Charter and Bylaws
Indemnification
Insurance
Advancement of expenses
Immunity
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Elimination of Personal Liability
in Charter and Bylaws
Charter may eliminate or limit personal liability of director to the
corporation or its members for monetary damages for breach of fiduciary
duty
Charter shall not eliminate/limit liability for:
Breach of duty of loyalty
Acts/omissions not in good faith or involving intentional misconduct
or violation of law
Approval of unlawful distribution
Similar provision in Bylaws can extend protection to Officers,
employees, and agents
Check your Charter and Bylaws for this provision
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Indemnification
Effective January 1, 2015, Charter may permit or make obligatory
indemnification of a director for liability to any person for any action taken
or failure to take any action as a director
Charter shall not provide indemnification for:
Receipt of a financial benefit to which director is not entitled
Intentional infliction of harm
Approving unlawful distributions
Intentional violation of criminal law
Similar provision in Bylaws can extend protection to Officers, employees,
and agents
Check your Charter and Bylaws for this new provision
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Indemnification (Cont’d)
Tennessee Nonprofit Corporation Act also provides for mandatory and
permissive indemnification of directors.
Mandatory Indemnification: Unless limited by its Charter, a
corporation is required to indemnify a director to the extent the
director is successful (or immune from suit) in the defense of any
proceeding in which the director is a party
This is a change effective January 1, 2015 from prior law
requiring the director to be "wholly successful"
Nonprofit is required to extend mandatory indemnification protection
to its Officers to the same extent as Directors.
A corporation may choose to indemnify its employees and agents, as
well.
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Indemnification (Cont’d)
Permissive Indemnification: A corporation may choose to indemnify a
director if the director acted in good faith and believed the director’s actions
were in the best interests of the corporation
However, the corporation may not choose to indemnify:
if the proceeding was brought by the corporation and the director was
adjudged liable;
where the director was adjudged liable for receiving an improper
personal benefit;
for the director’s breach of his or her duty of loyalty to the corporation or
its members;
for acts or omissions not in good faith, or which involve intentional
misconduct or a knowing violation of law; or
for approval of an unlawful distribution
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Insurance and Advancement of Expenses
Corporation may purchase and maintain insurance on behalf of a director, officer, employee, or agent of the corporation, regardless of whether the corporation would have the power to indemnify the individual
Corporation may pay for or reimburse reasonable expenses incurred by a director, officer, employee, or agent who is a party to a proceeding in advance of final disposition of the proceeding if the individual provides the required documentation to the corporation
Check your Charter or Bylaws for these provisions
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Immunity
Under Tennessee law, directors, trustees, and members of governing bodies of nonprofit corporations that are exempt from federal income taxation under Internal Revenue Code section 501(c)(3) are immune from suit arising from the conduct or affairs of the corporation
No immunity where conduct amounts to willful, wanton, or gross negligence
Immunity does not extend to officers, employees, and agents who are not directors, trustees, or governing body members
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Conflicts of Interest and Disclosure Requirements
Both Tennessee and Federal law impose a number of
rules and restrictions upon nonprofit and tax-exempt
corporations
These rules and restrictions can vary depending on
whether the corporation in question is only a state-
registered nonprofit or is also a federally-recognized
tax-exempt entity
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Tennessee Nonprofit Corporations
Tennessee law imposes a number of duties on directors,
officers, and members of nonprofit corporations
T.C.A. § 48-58-301 states that directors must discharge
their duties in good faith, with the care of an ordinarily
prudent person, and in furtherance of the best interests
of the corporation
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Director’s Duty to Disclose
New rule
In discharging his or her duties, a director must disclose to the other board members any information that the director knows to be material to the discharge of the board’s decision-making or oversight functions.
However, if the director has some other positive duty not to disclose, then the director is not required to do so.
For example, an attorney has a duty not to disclose confidential client information
It is also important to include this disclosure in the written meeting minutes of the board.
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Director’s Duties to Disclose (Cont’d)
Information “material” to the discharge of a board’s functions
include information which might affect an objective reasonable
director’s decision on a matter
EXAMPLE 1:
Alvin, Bob, and Charlie are directors of a nonprofit corporation,
Community Outreach, Inc. The corporation is deciding whether it
should use the services of ABC Catering Co. for a fundraising
event. Alvin knows from personal experience that ABC Catering
has a history of poor service and unreasonably high prices
compared to other catering companies in the area. This is
information that might affect an objective reasonable director’s
decision. Therefore, Alvin should disclose this information.
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Director’s Duties to Disclose (Cont’d)
EXAMPLE 2:
Same basic facts as Example 1, except instead of deciding whether to hire ABC Catering Co., the Directors are deciding whether to approve a long-term contract for supplies with Acme Paper Co., a publicly-traded entity. Charlie indirectly owns a small number of shares of stock in Acme Paper Co. through his interest in a mutual fund. Charlie would not need to disclose this fact because the fact that he owns a small amount of stock probably would not affect an objective reasonable director’s decision on whether to order paper supplies from Acme Paper Co.
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Directors May Rely Upon Third Parties
In discharging their duties, directors may rely upon
information, opinions, reports, or statements if prepared or
presented by:
employees or officers of the corporation that the director reasonably believes to
be reliable and competent in the matters presented;
legal counsel, accountants, and other experts; and
a committee of the board of directors of which the director is not a member if
the director reasonably believes the committee merits confidence. T.C.A. § 48-
58-301(b)
However, if a director has knowledge concerning a matter in
question that makes reliance on third persons unwarranted, then
the director will be found to have acted in bad faith. Id. at (c).
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Officers’ Duties
Officers, such as presidents, vice presidents, etc., also have
duties imposed upon them by Tennessee law. Officers with
authority to act on behalf of the corporation in any transaction
must discharge all duties under that authority
in good faith,
with the care of an ordinarily prudent person, and
in the manner the officer reasonably believes to be in the best
interests of the corporation.
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Officers May Rely Upon Third Parties
Similar to directors, officers may rely upon third
persons. Specifically, officers may rely upon
information, opinions, reports, or statements if
prepared or presented by:
one or more officers or employees of the corporation whom the
officer reasonably believes to be reliable and competent in the
matters presented; or
counsel, accountants, or other professionals
No provision for reliance on committees
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Officers’ Duty to Inform
A director’s duty is to disclose material information to other directors, officers have a duty to inform certain persons of information known to the officer. This duty refers to two types of information:
Information regarding the affairs of the nonprofit corporation known to the officer that are within the scope of the officer’s functions and are known by the officer to be material to the person the officer is informing; and
Information related to any action or probable (a) material violation of law involving the corporation or (b) material breach of duty to the corporation by an officer, employee, or agent of the corporation
Note: Directors’ duty to disclose refers to information that may be material to the board in carrying out its functions, while officers’ duty to inform encompasses the two categories above.
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Whom Must Officers Inform?
Persons whom officers must inform are:
superior officers to whom the officer reports;
the board of directors or a committee thereof to which the officer reports; or
another appropriate person or group within the nonprofit corporation, including legal counsel, other professionals, and members of the corporation.
EXAMPLE 3:
Daphne is the vice president of Community Outreach, Inc. and has discovered that the head equipment and supplies manager, Ellen, has been overstating the costs of paper and other products and pocketing the difference. Daphne must inform her superior officer, the president, of these facts because Ellen’s actions constitute a material breach of duty to the corporation by an employee of the corporation.
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Conflicting Interest Transactions
New rule
A “director’s or officer’s conflicting interest transaction” is a transaction effected or proposed to be effected by the corporation (or by an entity controlled by the corporation):
to which the director or officer is a party;
respecting which the officer or director had knowledge and a “material financial interest” known to the director; or
respecting which the director or officer knew that a “related person” was a party or had a material financial interest
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Conflicting Interest Transactions (Cont’d)
A “material financial interest” is a financial interest that would reasonably be
expected to impair the objectivity of a director or officer when deciding
whether to authorize a transaction. TCA § 48-58-701(4)
A “related person” includes:
directors’ and officers’ spouses, children, step-children, grandchildren,
parents, stepparents, grandparents, siblings, step-siblings, half-siblings,
nieces, nephews, and aunts and uncles;
individuals living in the same home as a director or officer;
and an entity controlled by the director or officer
an entity “controlled by” a director or officer is an entity in which the
officer or director has the ability to elect or remove a majority of the
members of the board.
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Conflicting Interest Transactions (Cont’d)
Conflicting interest transactions may subject the corporation, its directors, and its officers to equitable relief and give rise to money damages. TCA § 48-58-702(a)-(b).
Equitable relief includes rescission of contracts, injunctions, removal of directors, and other corrective actions.
However, if proper steps are taken, a transaction which might normally be considered a conflicting interest transaction may be authorized.
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Avoiding Conflicting Interest Transactions
A conflicting interest transaction may still be authorized
without giving rise to corporate or personal liability if:
The majority of qualified directors approve the transaction; or
The majority of qualified members of the corporation approve the
transaction; or
The transaction is found by a court to be to be “fair” under the
circumstances; or
Either the attorney general or court of record approves the transaction
A “qualified” director or member is a director or member whom does not (1)
have material financial interests in the transaction or (2) have familial,
financial, professional, employment, or other interests which might impair
the directors’ objectivity.
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Conflicting Interest Transactions
EXAMPLE 4:
Same basic facts as Example 1, however at the monthly meeting
of the board of directors, Alvin suggests that they use his wife’s
catering company, Pam’s Catering Co., for their upcoming event.
Alvin makes sure to tell them that his wife is the president and
majority shareholder of the company. Alvin takes part in the
discussion and votes on the resolution authorizing the hiring of
Pam’s Catering. The board then takes up unrelated business and
adjourns the meeting.
This is presumed to be an invalid transaction because Alvin is not
a qualified director; he participated in the discussion of whether to
hire his wife’s company, and voted on the resolution.
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Example 4 (Cont’d)
This decision may, however, be ratified by a vote of the two
qualified directors, Bob, and Charlie. To do this, Bob, and
Charlie will need to meet again, discuss the issue, and vote
without any input from Alvin.
Additionally, if a lawsuit is brought and a court finds that the
transaction is “fair” under the circumstances, no director will
have liability due to the conflict of interest.
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Federal Tax-exempt Entities: Conflicts of Interest
Conflict of interest transactions are handled somewhat more
stringently at the federal level for tax-exempt corporations.
§ 501(c)(3) Tax-exempt corporations (i.e., public charities and
private foundations organized and operated to further exempt
purposes including charitable, educational, scientific, and
literary purposes, among others) are prohibited from allowing
more than an “insubstantial” benefit to private individuals or
organizations.
This restriction is in place to ensure that public interests, not
private, are served by the § 501(c)(3) tax-exempt entity.
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Federal Tax-exempt “Conflict Of Interest Policy”
The IRS strongly suggests that each § 501(c)(3) have a “conflict
of interest policy” in place. While not mandatory, the conflict of
interest policy aids tax-exempt organizations in following
procedures which assure that excess benefit transactions and
other private inurement issues do not jeopardize tax-exempt
status.
The IRS provides a Sample Conflict of Interest Policy that
entities may base their policies on. In the sample policy, the
IRS creates requirements similar to those found in Tennessee
law regarding disclosure of financial interests.
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Conflict of Interest Policy (Cont’d)
Like Tennessee’s disclosure requirements, directors, officers,
and members are required to disclose whether the person has a
financial interest in a transaction, directly or indirectly, through
business, investment, or family.
Unlike under Tennessee law, the policy suggested by the IRS
does not set general rules for determining whether a conflict of
interest exists.
Just because there is a financial interest involved, does not mean
there is a conflict of interest. Instead, the IRS Sample Conflict of
Interest Policy allows the directors without a financial interest to
meet and decide whether a conflict of interest exists.
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Excess Benefit Transactions
Insiders, such as directors, officers, and organizations which
may have substantial influence over the corporation’s affairs,
must be sure not to engage in “excess benefit transactions.”
Treas. Reg. § 1.501(c)(3)-1(f)(2)
Excess benefit transactions are those in which the tax-exempt
corporation provided an economic benefit to any person, such as
those described above, which exceeds the fair market value of
any goods or services received in exchange for the economic
benefit provided.
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Excess Benefit Transactions (Cont’d)
An example of an excess benefit transaction would include a
situation where an insider, such as a director, owns a business
that is hired to perform services for the tax-exempt organization
but the price paid to the director-owned business is
unreasonable.
Example: Children’s Book Charity, Inc. hires Director Ben’s
company, Ben’s Trucking Co., to ship books to schools around the
country. The usual price charged for comparable services works
out to be around $50-60 for every 100 books shipped depending
on fuel costs. Ben’s company charges a rate of $75-85 for 100
books shipped. This would be unreasonable.
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Excess Benefit Transactions (Cont’d)
Example 5:
Acme Development Corporation is a Tennessee non-profit, federal tax-exempt corporation. Its board of directors, Alice, Bradley, Chuck, and Dianne oversee the corporation’s general operations on a part-time basis. The board decides to pay each director an annual salary of $100,000. The fair market value for similar services is much less—around $20,000.
This would be considered an excess benefit transaction because the board of directors—all insiders—were provided with an economic benefit which far exceeded the fair market value of the services provided. This may subject them to civil liability under Tennessee law, and it may jeopardize the corporation’s federal tax-exempt status.
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Excess Benefit Transactions (Cont’d)
If a tax-exempt organization engages in a substantial amount
of excess benefit transactions, the IRS may revoke the
organization’s tax-exempt status. Treas. Reg. § 501(c)(3)-1(a)-
(f).
If an entity engages in an excess benefit transaction with an
insider, they must report the transaction to the IRS using a
Form 990 or Form 990-EZ.
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Information on the Firm
Kennerly Montgomery is a general practice law firm that has provided legal
advice to clients for almost 100 years. KM attorneys practice in a variety of
areas, representing public, private, and municipal clients, including nonprofit
and tax-exempt entities, public and private employers, local governments,
agencies and public utilities.
Bill Mason, Brittany Brent Smith, and Zack Gardner practice extensively in the
firm’s corporate law practice area, representing numerous nonprofit and tax-
exempt entities. The attorneys practicing in this area routinely guide nonprofit
and tax-exempt entities through various issues concerning formation, operations,
governance, employment, and financing under various applicable federal, state,
and local laws.
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A Little About Your Presenters
Bill Mason received his JD from Harvard Law School in 1974, and has been practicing law for 40 years, most
of that time in employee benefits for governments. He worked for the Tennessee Valley Authority from 1974 –
1986, Wagner Myers & Sanger PC, from 1986 – 1988, and William E. Mason PC from 1988 – 2009. Bill joined
Kennerly Montgomery in 2009. He is the Chair of the Hillcrest Healthcare Board of Directors.
Brittany Brent Smith is an associate with Kennerly Montgomery focusing in the areas of corporate law and tech
transfer and commercialization. Brittany assists business and corporate clients with a range of business
planning and operations services, including establishing, organizing, and maintaining their entities. She
routinely assists non-profit and tax-exempt entities with forming their organizations and obtaining and
maintaining their non-profit and tax-exempt statuses. Brittany counsels public entities and private companies,
senior management, boards of directors, and board committees on a broad range of corporate governance and
compliance matters, including governance structure, governance materials, conflicts of interest, and general
functioning. She serves as a member of the Board of Trust of the Appalachian Ballet Company.
Zack Gardner joined Kennerly Montgomery as an associate in July of 2014. He works primarily in the firm’s
business & corporate law practices. He graduated cum laude from the University of Tennessee with a
Concentration in Business Transactions in 2013 and also earned a Bachelor of Arts in Political Science and
History, summa cum laude, from the University of Tennessee in 2010. He also serves on the Knox Bar
Association’s Minorities Opportunities Committee.
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Bill Mason: wemason@kmfpc.com
Brittany Brent Smith: bsmith@kmfpc.com
Zack Gardner: zgardner@kmfpc.com
KENNERLY, MONTGOMERY & FINLEY, P.C.
550 MAIN STREET, FOURTH FLOOR | KNOXVILLE, TN 37902
P.O. BOX 442 | KNOXVILLE, TN 37901
PH (865) 546-7311 | FX (865) 524-1773 | WWW.KMFPC.COM
Copyright © 2014 Kennerly, Montgomery & Finley, P.C.
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