Contact

Telephone:
415-238-1804

Email:
skawala@mac.com

LinkedIn:
linkedin.com/in/susan-kawala

ORION EXECUTIVE CONSULTANTS SPECIALIZES IN:

Bringing your nonprofit into regulatory compliance
Updating governance protocols to preempt regulatory scrutiny
Responding to regulatory subpoenas/audit notices
Board training

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WE WORK WITH BOARDS TO UPGRADE GOVERNANCE PROTOCOLS

We work with your board and staff to upgrade governance protocols so that your nonprofit will be in full compliance with all applicable regulations. This can be achieved proactively before contact from regulators, or in response to their inquiries/demands.

Our first objective is to help avoid potential governmental intervention and/or enforcement actions. This can often be achieved by reviewing the following to determine if any amendments, additions, or new filings are necessary:

Organizing documents (articles of incorporation and bylaws)
Current regulatory filings (state registry)
Current federal and state tax filings (Form 990s)
Board meeting minutes
Conflict-of-interest statements
Fiscal sponsorship agreements

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WE ASSIST WITH RESPONDING TO SUBPOENAS/AUDIT NOTICES

If your nonprofit has already received a regulatory subpoena or audit notice, we will guide your board through the process of responding and producing documents.

Nonprofit boards and executive teams are often unaware that they are not complying with local, state and/or federal nonprofit regulations until they are served with a notice of non-compliance. If a nonprofit board receives a non-compliance notice or subpoena, their initial reaction is frequently one of panic and confusion.

These notices/subpoenas usually have:

Short response-time limits
Broad scopes of inquiry
Accompanying document requests and/or an audit demand

The board has a very limited amount of time to decide how to respond and, if necessary, whom to hire to assist them with complying.

We will work with your board to:

Make initial contact with regulatory agencies to limit the scope, duration, and cost of the subpoena/audit
Interact with regulatory authorities throughout the audit/subpoena process
Review documents to determine what needs to be produced and how your response can best be positioned

We have successfully guided executive teams and boards of directors through complex regulatory investigations and audits related to governance and compliance issues.

We have worked with a vast array of enterprises, including small to medium-size nonprofits as well as large foundations, universities, and hospitals.

Our principal consultant has also worked alongside law enforcement agencies including the Attorney General’s Office, the IRS, the FBI, and both local and federal prosecutors.

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WE PROVIDE BOARD TRAINING

We also offer board training to nonprofits, regardless of their size. For new or experienced directors, this type of training allows them stay abreast of applicable disclosure and reporting requirements, which change over time.

Services

Our Services

Orion is well-positioned to advise nonprofit clients that have, or may develop, significant regulatory exposure. We assist with:

Upgrading or developing governance protocols
Reviewing financial documents, as well as tax and regulatory filings, to determine if additional actions are necessary
Implementing a plan to anticipate or deter regulatory scrutiny
Preparing for regulatory audits or responding to inquiries should they arise
Making initial contact with regulatory agencies to limit the scope, duration, and cost of the audit
Interacting with regulatory authorities to manage ongoing audits
Managing public relations setbacks due to perceived regulatory violations or governance issues
Board training for nonprofit directors and officers

Governance

Governance Evaluations and Upgrades

Orion Executive Consultants works with nonprofit directors and officers to proactively correct potential regulatory deficiencies by:

Developing or upgrading governance and compensation protocols: We will meet with you to review your present protocols and evaluate whether they could result in a corrective action by any regulatory agencies. We will also determine whether any issues can be easily resolved or if additional action is necessary.
Complying with applicable administrative requirements including tax filings, regulatory filings, and mandatory distributions, if applicable: We will review your most recent filings to ensure that all required disclosures have been made. If not, we will assist you in amending those filings to be fully compliant.
Reviewing board meeting minutes to ensure that they accurately reflect board decisions and regulatory requirements: We will review your nonprofit’s board minutes and unanimous consents to determine if board actions have been properly documented. If not, we will advise the board on how to make future minutes more effective. We will also assist with drafting minutes to document past board actions and approve them retroactively.
Evaluating restricted funds and determining whether the stated restrictions can be judicially amended to reflect current charitable needs: We will review your nonprofit’s documents relating to any restricted funds. We will determine the scope of the restrictions and whether or not the nonprofit has complied with those restrictions. We will then help you review the restrictions to ensure that they are consistent with current charitable needs. If not, we will assist you in seeking court approval to reclassify those restricted funds.
Providing advice concerning fiduciary duties and potential conflicts of interest: We will review your conflict-of-interest statements to ensure that your policies are up to date and contain all necessary requirements and disclaimers. We will also meet with your board to determine if any conflicts have gone undetected. If conflicts exist, we will work with your team to remedy those conflicts and to file disclosures with applicable regulatory agencies. We will also attempt to mitigate any fines or subsequent remedial actions.
Reviewing fiscal sponsorship agreements to ensure that sponsored projects are being managed appropriately and have sufficient oversight mechanisms in place: We will review your nonprofit’s fiscal sponsorship agreements to determine if they are drafted in a manner that assures proper oversight and control of the sponsored projects. If we believe the contracts should be amended, we will assist you with that process. If it appears that a sponsored project could expose you to an audit or a corrective action by any regulatory agency, we will guide you in taking the appropriate course of action.

Audits & Subpoenas

Regulatory Audit and Subpoena Response

If your board anticipates responding to a subpoena or undergoing a complex financial investigation and/or government audit, Orion Executive Consultants assists directors and officers with:

Preparing initial responses to audit and/or other regulatory notice requests, including document review: If your nonprofit has been served with an audit notice from any relevant regulatory body, we will assist the board in preparing for the subsequent audit. We will also assist you in gathering responsive documents and drafting initial responses.
Interfacing with regulatory and law enforcement agencies such as the Attorney General’s Office or the IRS: We will attend meetings with regulators to help the board understand the nature and scope of the audit and/or regulatory action. If possible, we will also help the board negotiate with the regulatory body to potentially narrow the scope of the audit or number of documents sought.
Working with the client’s auditors and attorneys in reviewing and evaluating documents prior to providing them to regulatory authorities: We will review the nonprofit’s documents to help officers and directors understand perceived deficiencies. We will also work with the client’s attorneys to evaluate the scope of the regulatory request/subpoena, and to determine whether any other documents might provide exculpatory evidence.
Proposing possible remedial courses of action to bring the enterprise into compliance with state and federal laws/regulations: If any violations are discovered, we will work with the board to propose corrective actions that might decrease any fines or penalties.

About

Our lead principal, Susan Kawala, is an accomplished attorney with 25 years of experience in the nonprofit and government sectors.

A substantial portion of Ms. Kawala’s career has involved actively working with boards and executive teams to improve their compliance protocols. She has an extensive history of preparing and guiding executive teams/boards of directors through complex regulatory investigations and audits related to governance/compliance issues.

Ms. Kawala was a Deputy Attorney General in the Charitable Trusts Section of the California Attorney General’s Office for 9 years. The Charitable Trusts Section regulates nonprofit entities including university foundations, community foundations, family foundations, as well as small and mid-sized nonprofits and other public charitable trusts. Ms. Kawala’s duties included auditing nonprofits to ensure regulatory compliance. She also advised directors and officers on how to improve governance structures, comply with tax and regulatory filing requirements, comply with administrative procedures, and comply with mandatory distribution requirements, if applicable. Ms. Kawala also worked in concert with the IRS, the FBI, and local and federal prosecutors.

In addition, Ms. Kawala worked for the City Attorneys of Los Angeles and San Francisco. She specialized in public sector litigation, including police defense, medical malpractice, and federal/state constitutional actions. Her private sector experience included construction defect and general business/real estate matters, having worked for firms including Pillsbury Winthrop, LLP.

Ms. Kawala graduated from the University of California, Los Angeles with a Bachelor of Arts in International Economics, and holds a Juris Doctor degree from Golden Gate University Law School.

In 2019, Ms. Kawala completed a board training and certification program at UCLA Anderson School of Management.