JANICE RODGERS - Quarles & Brady LLP

Janice E. Rodgers’ legal career took a hairpin
turn when her children were young and she left
an estate planning practice at a top Chicago
firm to teach law part-time at Loyola University.
Rodgers studied tax law at Harvard after
becoming a CPA, so putting together the
technical pieces of legal puzzles intrigued her.
Rodgers’ first semester estate planning
seminar at Loyola came naturally. Because
she wanted to teach another class the next
semester, Rodgers proposed and designed a
charitable organizations course. She had been
lucky enough to gain charitable giving
experience in her law firm stint.
“Then I was an expert because I had taught
it,” she says with a laugh. Rodgers went on
to join the law firm that represented the
incipient John D. and Catherine T. MacArthur
Foundation. The rest was history.
The real fun of her practice at Quarles &
Brady LLP is not just the technical challenges.
It’s sharing indirectly in the creative
philanthropy of private foundations and public
charities. “I have very interesting, smart, and
involved clients,” Rodgers says, “and while I’m
a step removed from actually doing their work,
I can help them accomplish it.”
Rodgers, 58, leads Quarles & Brady’s taxexempt
organizations team, one of the largest
and most sophisticated of its kind in Chicago—
and nationally. Three partners, three associates,
and a paralegal exclusively handle matters for
tax-exempts in Chicago, although more than
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JANICE RODGERS
15 lawyers across the firm have some strong
nexus to the group. Among those are wellknown
Leading Lawyers Network members
Thomas E. Chomicz and John P. Vail. Vail also
heads the firm’s investor services team.
The clients of the tax-exempt organizations
team come in all sizes. The tradition of Quarles
& Brady and its predecessor firms draws many
large public charities and private foundations.
But the team also represents startups and
smaller organizations, often because of its pro
bono commitment.
“It’s also good experience to work with
startups, even if they’re small and may not have
much money,” Rodgers explains. Analyzing their
legal issues can be complicated, whether it’s
determining how they can become tax-exempt,
judging if a good cause qualifies as being
charitable under tax law, or finding ways to
express legitimate charitable purposes clearly.
Most of Rodgers’ clients are charitable
entities or educational organizations. She
represents the Chicago-based John D. and
Catherine T. MacArthur Foundation, the
Chicago-based Robert R. McCormick
Foundation, the Oregon-based Lemelson
Foundation, educational entities such as
colleges and museums, and many others. Her
firm counts other tax-exempt organizations
among its clients including associations, social
clubs and hospitals. Rodgers’ clients describe
her as delightful and a great listener with a
low-key but strong personality.
Counseling Charities is the
Foundation of Her Practice
by Keith D. Picher
What Tax-Exempts Need
Although the Madoff scandal devastated
many charities, the due diligence Quarles &
Brady’s clients had in place prevented any
major losses. Still, the economy has crimped
endowments. The team addresses such issues,
sets up new not-for-profit corporations,
structures and restructures organizations, and
assists clients with other legal needs in areas
varying from real estate to intellectual property.
Judgments involving the tax code and
governance account for most of Rodgers’
practice. Although Rodgers offers legal advice
to individuals who donate to tax-exempt
organizations, she represents entities more
than 90 percent of the time. The legal issues
are often the same, however. “It’s useful to
have had the experience on both sides of an
issue because it’s easier to see from the other
side,” Rodgers says.
For example, when Rodgers works with a
donor, she can consider whether a gift would
work for a charitable institution or whether it
would tend to cause problems eventually.
“What a restriction on a gift today will look like
50 years from now comes up all the time for
many of our clients,” she says.
Many federal tax-related issues arise in her
practice. Does an organization generate
unrelated business income? Is the goal of the
entity considered charitable? Can a grant or
loan to a for-profit business be justified? Does a
private foundation’s advocacy activity fall within
an exception to the general ban on lobbying?
Does a public charity’s grass-roots advocacy
avoid a specific call to action? Do organizations
aim to educate voters or do they engage in
prohibited political campaign intervention?
Making the right call can mean gaining and
losing tax-exempt status. Sometimes taxexempt
organizations must pay penalty taxes
for inadvertent violations.
Joshua J. Mintz, the general counsel and
vice president of the John D. and Catherine T.
MacArthur Foundation, has worked with
Rodgers since the mid-1990s. “I use Janice
frequently to test my own judgment when I
think I know where I’m going with a particular
problem. I’ve analyzed it, and I think I’ve got
the right analysis. I call her to say, ‘Is there
something I’m missing here?’
“I have confidence in her judgment when
she says, ‘Look, that’s a pretty risky position
you’re taking.’ It’s important to know that sort

of thing and to know when a position is not
risky. She’s willing to give me the straight
scoop, and most importantly, the kinds of
countervailing considerations. Ultimately, it’s
my judgment, but I want to test it in a way that
I know I’m going to get an honest answer.”
Making distinctions can be difficult, Rodgers
says, including in the realm of corporate
governance. The IRS has decided wellgoverned
tax-exempt organizations are more
likely to be tax compliant. That means conflictof-interest
policies, the numbers of independent
directors, and the relationships directors have
with each other are now considered tax issues.
“Those at the top levels of the IRS are
learning that there’s not a one-size-fits-all
approach to corporate governance,” Rodgers
says. But the lower levels of the IRS are still
learning about governance matters, such as
when conflict-of-interest policies don’t match
those provided on their forms.
“We have to say to them—nicely, ‘Well, the
form you’ve sent doesn’t make sense for this
organization, and it doesn’t cover some of the
situations that, if you thought about it, you
would want covered,’” Rodgers says.
One-size-fits-all also is not true with
document retention policies, which generally
benefit organizations. Rodgers believes a
policy that’s ignored because it doesn’t fit a
tax-exempt organization can be worse than no
policy at all.
A Warm and Optimistic Lawyer
Because lawyers must evaluate everything
that can go wrong, it’s easy for them to
become pessimistic and miss the good and
warmth in people.
“When you work with a charitable foundation,
that can be a real drag because the people
you work with are so incredible,” says Julia
Novy-Hildesley, the first executive director of
the Portland, Ore.-based Lemelson Foundation.
Rodgers was already the foundation’s attorney
when Novy-Hildesley came on board in 2002.
The Lemelson Foundation originated with
Jerome Lemelson, who was issued more than
600 patents. It has donated or committed more
than $150 million to educating tomorrow’s
inventors, supporting today’s innovators,
and delivering technologies that improve
people’s lives.
“Janice combines the deep wisdom of the
law with an incredible sense of humanity and
warmth, and she brings that to all of the work
of The Lemelson Foundation,” says Novy-
Hildesley, in an interview after returning from
the annual meeting of the Clinton Global
Initiative. She and the foundation brought in
heads of state, CEOs, and media personalities
for the 10 panels and breakout sessions they
designed on market-based solutions.
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“What’s so great about Janice is that—like
President Clinton in this respect—in the legal
field, she has a broad understanding of the
meta-issues and can see the big picture of
what’s important and what needs to get done.
“And yet, she has a deep knowledge of the
details: the laws, recent rulings, anything we
need to consider,” Novy-Hildesley adds. “But
she doesn’t get lost in the details, lose
perspective, and think that the details are the
big picture.”
Having explained many intricacies of her
job, Rodgers pauses for a while to summarize.
“I hope you can tell I really like what I do! I
work with some very technical issues and try
to make them manageable for people so they
can do the real work.”
The foundation’s real work includes:
• Bringing LED lighting products to the
developing world through low-interest loans.
By discarding kerosene lanterns, students and
small businesses can clean the air, be more
productive at night, and move out of poverty.
• Bringing treadle pumps to Africa and the
developing world. Local businesses must
buy the reasonably priced equipment which
they can then rent or sell to farmers nearby.
• Educating U.S. high school students about
invention and U.S. college students about
starting up innovative businesses.
• Mentoring residents of Indonesia, India, and
Peru about invention.
• Making equity investments in charitable
businesses in the developing world when the
country’s laws would otherwise prohibit lowinterest
loans that compete with local banks.
“What’s my role?” Rodgers asks. “I get to
learn about all of this every day, which keeps
life interesting.”
Behind the scenes, she considers
investments, structures loans, teases out why
a project is charitable in tax terms, and
documents everything so there’s never any
question why it’s permissible.
Some of Rodgers’ other clients focus on:
• Lending in low-income urban communities
across the United States.
• Promoting the environmental and health
benefits of locally and organically grown food.
• Reforming education in Chicago, throughout
Illinois, and more generally, including investing
in professional development for teachers,
principals, and administrators
• Operating museums and universities.
Using a Multilingual Approach
Rodgers speaks different languages with
people she encounters. What works in a
technical tax discussion with the MacArthur
Foundation’s general counsel doesn’t fly when
talking about charitable goals with visionaries
who have no background or interest in tax law.
So she translates. Tax law concepts need to
be explained in understandable terms and
then translated back into language the IRS
comprehends on applications. The latter task
can be difficult. Charities increasingly use
business models and for-profit entities to
accomplish social goals today. That practice is
far ahead of the tax code, whose regulatory
examples are decades old.
Because the Illinois attorney general is the
primary regulator of the state’s charities,
Rodgers has developed a close working
relationship with the office. That relationship
grew through her devotion to Donors Forum, a
non-profit membership association of 1,100
nonprofit organizations and grant makers that
promotes philanthropy.
Valerie Lies, the president and CEO of
Donors Forum, met Rodgers 23 years ago
when Rodgers was already involved in its
lawyers’ group.
“She is a very skilled, experienced, and
generous volunteer who has toiled endlessly
on our behalf,” Lies says. Rodgers has served
on the Donors Forum board and been its pro
bono legal counsel.
Rodgers had a central role in producing the
Donors Forum “Illinois Nonprofit Principles
and Best Practices,” which relate to fiduciary
responsibility, communication, governance,
and accountability. The Illinois attorney general
has applauded the standards.
Earlier, Rodgers helped establish the
Attorney General’s Charitable Advisory
Council by assisting in drafting the Donors
Forum-supported legislation. The General
Assembly created the permanent lay body in
2001, and the attorney general asked Donors
Forum to staff it. Rodgers has been on the
council ever since.
“She has great judgment and works well
with all kinds of people,” says Lies. “That’s
really important at Donors Forum because
we have great diversity on our board and
in our membership, and Janice is always able
to develop resolutions or consensus to move
us forward.”
Rodgers advocates for low-income people
and is a tireless mentor to many young lawyers
interested in not-for-profit law. Her biography
reveals awards and educational leadership.
The bullet points show myriad connections to
professional and civic groups: Chicago
Women in Philanthropy, Sargent Shriver
National Center on Poverty Law, Chicago
Foundation for Women, Chicago Symphony
Orchestra, Chicago Community Trust, and the
John Crerar Foundation.
As the Donors Forum president says, “She’s
just an absolute delight to work with, a
volunteer par excellence.” ■
This article originally appeared in Leading Lawyers Network Magazine—Women’s Edition for 2010 and has been reprinted with permission. © 2011 Law Bulletin Publishing Co.