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Megan Grove to participate in Common Good Vermont’s Nonprofit Management Certificate Program

At SRH Law, we know that a strong foundation of legal compliance is essential to our nonprofit clients so that they can focus their efforts on serving the community. Attorney Megan Grove is pleased to participate in Common Good Vermont’s Nonprofit Management Certificate Program, a training program that fosters professional growth for nonprofit leaders in Vermont and Northern New England. Megan will present to the 2025 cohort on the key compliance issues that nonprofit managers need to understand to keep their operations running smoothly.

If you’re interested in applying for Common Good’s Nonprofit Management Program, keep an eye out for the 2026-2027 program application to be released here.

If you are a nonprofit leader or professional and would like to learn more about governance, compliance, or obtaining or protecting tax exemption, contact our Nonprofit team: Vic Westgate, Rachel Seelig, or Megan Grove.

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Fighting the Fight without Jeopardizing your 501(c)(3) Status: Common Good Vermont Nonprofit Summit

Attorneys Vic Westgate, Megan Grove , and Rachel Seelig will present at the second annual Vermont Nonprofit Summit hosted by Common Good Vermont on November 4, 2025, at the DoubleTree in South Burlington. This year’s theme is “Meeting the Moment: Together We Rise.” The 2025 Summit will bring together nonprofit professionals and community members for a day of inspiration, collaboration, and forward-thinking strategy.

SRH’s Nonprofit team will present on how 501(c)(3) organization can permissibly engage in advocacy and lobbying activities. They will explain what activities qualify as lobbying under federal and Vermont law, break down the two legal frameworks for tracking and reporting lobbying to the IRS, explain how to form affiliated 501(c)(4) organizations, and discuss Vermont-specific requirements. Whether you’re a nonprofit executive, a staff member, a board leader, or a volunteer, come connect with peers, gain fresh insights, and equip yourself and your organization with practical tips for responsible advocacy. 

If you’d like to learn more about Nonprofit advocacy, lobbying, or obtaining or protecting tax-exempt status, join us at the Vermont Nonprofit Summit or contact our Nonprofit team: Vic Westgate, Rachel Seelig, or Megan Grove.

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Bay Ridge Neighborhood Grand Opening

Champlain Housing Trust (CHT) is hosting a Grand Opening this week for a new Shelburne, Vermont neighborhood called Bay Ridge. The project includes 94 new permanently affordable homes for Vermont residents, including 26 condominium for-sale units, and 68 affordable apartments for rent developed by CHT and Evernorth, Inc.

The project was made possible through an array of financing sources, including funding from the Vermont Housing Finance Agency, Vermont Housing and Conservation Board, Vermont Community Loan Fund, RBC Community Investments, the Vermont Agency of Commerce and Community Development’s VCDP program and a Congressionally Directed Spending Award secured by Senator Welch’s office.

The Vermont Agency of Commerce & Development has identified that the projected need in Vermont is 172,000 new homes by 2050. That translates to an average of 7,000 new homes needed annually over the next 25 years. The Chittenden County Regional Planning Commission has a housing target of 15,783 – 47,407 new homes in Chittenden County alone by 2050. The Bay Ridge community, along with other affordable housing projects developed by CHT, Evernorth and their partners, helps the State’s efforts to meet this daunting goal.

SRH Law attorneys Drew Kervick, Megan Grove, and Mark Saunders worked with CHT and Evernorth on the development and LIHTC financing of the project. Mark and attorney Rachel Seelig are now working on the sale of the Bay Ridge condominiums to qualifying homeowners. We are thrilled to join CHT and Evernorth in celebrating this milestone.

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Attorney Megan Grove Presents on Community Trusts at the 6th Annual VT Community Leadership Summit

Attorney Megan Grove is presenting at the Vermont Council on Rural Development’s 6th annual VT Community Leadership Summit on August 11th. The Summit will provide an opportunity for community builders across Vermont to gain skills and cultivate connections for a vibrant future.

Along with community leaders across the state, Megan will discuss community trust organizations and how these groups can support historic preservation, economic revitalization, and community building. The panel will discuss how to form a community trust, the types of activities that qualify for exemption under Section 501(c)(3), and what it takes to maintain success in the long term.

The session will be live streamed, so if you’re unable to attend the conference in person, register here.

If you have questions about community trusts and want to know if this type of organization could support the revitalization of your community, reach out to our Nonprofit team or contact attorneys Megan Grove, Vic Westgate, or Rachel Seelig.

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Should your Nonprofits Merge? Key Legal Considerations and Options for Affiliation

Have questions about a nonprofit merger or affiliation? Join attorney Megan Grove at Common Good Vermont’s Open Office Hours on Nonprofit Mergers and Consolidations this Wednesday, July 23 from 1:00 – 2:30 pm. Register here.

Nonprofits are under increasing pressure to do more with less, and finding smart, efficient ways to collaborate is more essential than ever. Mergers can be an impactful way for nonprofits to combine forces while maintaining their missions.

A statutory merger between two nonprofit corporations is a formal legal process where one organization (the “merging organization”) becomes part of the other (the “surviving organization”). After the merger, only the surviving organization remains—it assumes all assets, liabilities, and legal obligations of the merging organization.

The Merger Process

  • Initial discussions and negotiations: The organizations must determine which will be the surviving organization and plan how the surviving organization will take over the assets, liabilities, and obligations of the other. The commitment to merge is often documented in a memorandum of understanding.
  • Due diligence: Both organizations need to fully understand the legal, financial, and operational status of the other to give each organization—especially the surviving one—a clear picture of the consequences of a merger and the obligations it is taking on. Diligence helps identify risks, uncover red flags, avoid surprises, and allows the organizations to make the informed decision that merging is in their best interests.
  • Corporate governance and approvals: The Board of Directors of each organization must approve the merger. If either organization has members, they must also approve. If any third party requires notice or consent, these must also be addressed in advance.
  • State notice and filings: Notice of the merger is provided to the Vermont Attorney General’s Office, and final merger documents are filed with the Vermont Secretary of State.

Alternatives to Merger

Mergers aren’t the only way to combine forces. Here are other pathways that may work better for your organization’s goals:

  • Strategic Collaborations: Before committing to a formal merger, organizations may choose to collaborate through contractual arrangements that allow them to align operations, test compatibility, and build trust over time while maintaining separate identities.
  • On the programmatic side, organizations can enter into a Joint Venture Agreement to collaborate on a project or initiative and share resources, responsibilities, and outcomes. Joint ventures are especially useful when organizations want to collaborate on a time-limited or mission-specific effort.
  • On the administrative side, a Shared Services Agreement allows nonprofit organizations to collaborate by sharing staff, office space, administrative functions, or other back-office services.

        These arrangements allow organizations to test out partnership, share expertise, and amplify their impact without the permanence of a merger. A strategic collaboration offers flexibility and can pave the way for deeper or permanent integration down the line.

        • Parent-Subsidiary Affiliation: Instead of merging, one organization can become the parent organization of another. This creates a legally affiliated relationship while preserving separate corporate identities. The parent organization usually controls a majority of the subsidiary’s board, and the two organizations can share a public-facing name or administrative functions like HR or accounting. This approach can be simpler and less costly than a merger, but it doesn’t create the same level of integration.
        • Asset Transfer and Dissolution: Another option is for one nonprofit organization to transfer its assets to another, then dissolve the transferring organization. This gives the organizations more control over which assets and liabilities move, but it involves more transactional complexity than a merger and may not fully eliminate liability concerns.

        Choosing the Right Path

        Our Nonprofits team at SRH Law is here to guide you through the options and help you choose the right structure for your mission. We support our clients through the process, from initial discussions to final filings, to ensure a smooth and compliant transition.

        If you have questions about merger or affiliation, please reach out to Megan Grove, Victoria Westgate, or Drew Kervick in our nonprofits practice group.

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        Businesses Supporting Charity: Are you a Commercial Coventurer?

        Many Vermont businesses are dedicated to social responsibility and put these values into practice by running a charitable sales promotion in support of local charities, especially during the holiday season. When the promotion involves donations that are driven by a purchase of goods or services (such as donating a certain sum per item purchased or donating an item for each purchased item), these campaigns trigger certain legal requirements that vary by state.

        Are you running a charitable sales promotion?

        A “charitable sales promotion,” also known as “cause related marketing,” is a campaign where a person or business represents that a certain portion of the price of a good or service sold will be donated to a charity or benefit a charitable purpose, usually for a temporary period of time. For example, your local brewery might donate $1 per drink sold during the month of December to a charity. A charitable sales promotion does not include the following circumstances:

        • When 100% of the amount paid for the good or service is donated to charity;
        • The business selling the product does not generate a net profit; or
        • The promotion does not involve the sale or lease of goods or services.

        Are you a commercial coventurer?

        A for profit business that runs a charitable sales promotion is a “commercial coventurer,” such as the local brewery in the example above.

        What are the legal requirements for a commercial coventurer to run a charitable sales promotion in Vermont?

        Each state regulates commercial coventurers and charitable sales promotions a little differently.  If you are running a charitable promotion that applies to goods purchased outside of Vermont or online, you could be subject to other state rules. 

        For promotions in Vermont, commercial coventurers need to ensure that consumers who might be enticed to purchase because of the promotion understand the key terms of the promotion.  Any place or time that the business it makes a representation that a purchase will trigger a donation to charity, it must include the following information somewhere close by  under Vermont law:

        • The name of the charity or charitable purpose that is to benefit.
        • The amount per goods or services purchased or used that will benefit the charity, usually expressed either as a dollar amount or the percentage of the amount paid.
        • The maximum amount that will be donated to the charity or cause (e.g., up to $1,000).
        • Although not specifically required under statute, it’s always a good idea to include the dates of the promotion so consumers are aware of when the promotion starts and ends. 

        The business also needs to keep records to show that it has complied with these requirements. It’s generally a good idea to have an agreement with the charity you are supporting to make sure you have permission to use their name and that both you and the charity are clear on the amount of proceeds that are going to the charity and when you plan to donate the total amount raised. 

        The requirements for charitable sales promotions in Vermont are less onerous than many other states. For example, several states require contracts with charitable partners and specific registration of commercial coventurers as well as pre-registration and reporting on each promotion. If you are a business that wants to run a charitable sales promotion in Vermont or online, or have questions about compliance, please reach out to Victoria Westgate or Megan Grove in our advertising and consumer protection practice group.

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        Attorneys Geoff Hand and Megan Grove Present at the 10th Annual Vermont Development Conference

        Attorneys Geoff Hand and Megan Grove are presenting at White & Burke’s 10th Annual Vermont Development Conference. This event allows opportunity to connect and network with industry leaders, fellow professionals and developers.

        Megan will moderate a panel addressing the opportunities and challenges of redeveloping brownfields to build new housing in Vermont. Panelists will provide insight into their experiences navigating the legal and economic challenges associated with brownfields redevelopment, and how to tap into existing state resources.

        Geoff will be speaking on a panel addressing the future land use regulation based on the passage of Act 181. This law significantly amended Act 250, Vermont’s statewide land use planning law, and will affect state, municipal and regional land use processes. Panelists will highlight changes in the law and the role and work of the newly created Land Use Review Board.

        The 10th Annual Vermont Development Conference will be held on November 20 and you can register for conference here.

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        Attorneys Geoff Hand and Megan Grove Present at 2024 Vermont Conservation Conference

        Attorneys Geoff Hand and Megan Grove are presenting at the 2024 Vermont Conservation Conference held at the Vermont State University, Randolph campus. The conference is held for the conservation community across Vermont to meet and share resources to foster discussions regarding collaborative, strategic and informed conservation work and planning.

        Geoff and Megan will present with Attorney Dave Gurtman, of Dinse, P.C., on the issue of private benefit for 501(c)(3) non-profit organizations that hold conservation easements. The panelists will provide an overview of the private benefit doctrine, discuss common scenarios where private benefit concerns arise, and explain when it is appropriate to seek experienced legal counsel to analyze the risk of private benefit.

        The Vermont Conservation Conference will be held on October 7 and you can register for conference here.

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        Outright Vermont Acquires Camp Sunrise for an LGBTQ+ Youth Summer Camp

        Outright Vermont (“Outright”), a statewide nonprofit that supports LGBTQ+ youth, acquired Camp Sunrise, a 146-acre lakefront property in Vermont, from the Green Mountain Council of the Scouting America.  This property in southern Vermont had operated as a summer camp for Scouting America for more or less a century. The property will be the new home of Camp Outright and will allow Outright to expand their overnight summer camp to more LBGTQ+ youth from Vermont and beyond. In partnership with the Vermont Land Trust (“VLT”) and the Vermont Housing and Conservation Board (“VHCB”), Outright has permanently conserved nearly 120 acres of forest and wetlands consisting of many vital habitats and natural resources. The realization of this important milestone by Outright was made possible by the collaborative efforts of Scouting America, VLT, and VHCB.

        Outright Vermont Executive Director, Dana Kaplan stated “As summer approaches, many LBGTQ+ youth in Vermont and across the nation lack access to summer camp experiences where they can feel safe, seen, and truly celebrated.  This acquisition brings to life the power of radical hope for LGBTQ+ youth, telling them they are worthy of an experience designed for them where they are safe and celebrated.”

        Attorneys Drew Kervick and Megan Noonan assisted Outright Vermont in the acquisition of Camp Sunrise, along with the conservation of the protected portions of the property.

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        “Clean” Beauty in the Eyes of the National Advertising Division and Federal Courts

        “Clean” claims are ubiquitous in the beauty industry, as the National Advertising Division (NAD) recently recognized, but there is no single definition of what it means to be a “clean” product. Some companies have been challenged for their “clean” claims, and two recent decisions by the NAD and a federal court have shed some light on what a company needs to support a “clean” claim.

        First, the NAD itself challenged Amyris Clean Beauty, the manufacturer of Biossance skincare products, as to whether the company could support its claim that its products contain “Clean ingredients and clean formulas—we ban over 2000 ingredients that are known to be toxic to you and the environment.”  Because there is no single meaning of “clean,” the NAD explained that the context of the claim is key. Here, the NAD understood the claim to convey that Amyris products are “clean” because they do not contain thousands of ingredients that are toxic to humans and the environment. However, the company’s prohibited ingredients list included a large number of ingredients that aren’t normally used in cosmetics. That can be misleading under the FTC Green Guides, which provide that an otherwise truthful claim that a product does not contain a substance can still be deceptive if that substance is not normally used in or associated with that category of products. The NAD recommended that Amyris modify the claim to only reflect the ingredients banned that are normally used in beauty products.

        Second, a federal district court in New York ruled in favor of Sephora, dismissing a complaint on behalf of a potential class of customers that the company’s “Clean at Sephora” label was false and misleading. Sephora describes its label on its website as meaning that the products are “formulated without parabens, sulfates SLS and SLES, phthalates, mineral oil, formaldehyde, and more.” The plaintiff argued that the label conveys the meaning that products with the label do not contain any synthetic ingredients or ingredients that could cause physical harm or irritation. The court rejected this argument, holding that plaintiffs failed to explain how reasonable consumers could mistake the label to mean that the products didn’t contain any synthetic or harmful ingredients beyond the list specified by Sephora. Since plaintiff also failed to show that products labeled “Clean at Sephora” contained any of the ingredients that Sephora claimed they did not, the court ultimately dismissed the suit.

        Using terms that lack a regulatory definition such as “clean” or “natural” can often come with risk because of the potential for a wide array of meanings to consumers. These two cases helpfully suggest that if a company clearly and prominently defines what “clean” means in the context of the claim and ensures that all products labeled “clean” meet that definition, they may have a strong defense to consumers who interpret “clean” differently. In other words, don’t make a mess of your clean claims by failing to properly qualify them!

        If you have questions about consumer protection and green marketing claims, contact Vic Westgate and Megan Noonan, our Advertising & Marketing attorneys.

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