Jacqueline Henson

Baker, Donelson, Bearman, Caldwell & Berkowitz PC

$ $$$

K Street Northwest 901
Washington 20001 DC US

Jacqueline A. Henson is a shareholder in the Washington, D.C. office of Baker Donelson.  With more than 25 years of experience in the nonprofit arena representing trade associations, public charities, private foundations and political organizations, Ms. Henson brings a first-hand, client-focused perspective to her practice.

She counsels nonprofits and not-for-profit organizations on a wide range of business and legal matters, including tax, governance, lobbying/campaign finance compliance, corporate and executive compensation issues.

Tax-Exempt Entities: In the tax field, Ms. Henson counsels clients on the full range of issues that face tax-exempt organizations. She assists clients with acquiring and maintaining tax-exempt status under the most advantageous classification in light of their objectives, obtaining favorable tax rulings, and managing tax audits and appeals.

She also structures transactions to reduce or eliminate unrelated business income tax (UBIT) and to maximize sources of non-dues revenue. She advises clients on mergers, acquisitions, taxable subsidiaries, limited liability companies and joint ventures.

She assists clients with disclosures for the new IRS Form 990, strategies for maximizing charitable giving and fundraising, structuring non-taxable sponsorships, complying with the complex private foundation rules, compensating executives within the bounds of applicable rules, and avoiding intermediate sanctions and threats to tax-exempt status.

Governance: A significant portion of Ms. Henson’s  non-profit organization practice involves counseling nonprofit organizations regarding corporate governance, best practices for corporate governance and structures that help them in their decision-making processes.

She assists them in tailoring their governance, corporate and consolidated structure and advises them on the role that affiliated entities play in such structure. She reviews their board, membership and chapter frameworks, bylaws and policies, determining the most advisable mechanisms for their organizations, and drafting appropriate bylaws, polices and charters to accomplish their goals.

She also counsels directors and officers on the rights and obligations that their corporate positions demand and lectures frequently on this topic to nonprofit boards.  An important part of her governance counseling involves advising clients on respecting the corporate veils of each of their organizations within their consolidated structures and mitigating the risks involved with attempts to pierce the corporate veil.

Commercial Transactions: Ms. Henson also has extensive experience in negotiating and drafting commercial agreements for non-profit organizations, including intellectual property licenses, publishing agreements hotel and convention center contract, executive employment agreements, affinity program agreements and Internet design agreements.

An author and frequent speaker on laws affecting non-profit organizations and election law and lobbying compliance, Ms. Henson also serves as general counsel, special counsel, director and officer to a number of non-profit organizations.


  • American University, Washington College of Law, J.D., 1982, with honors
  • George Washington University, M.B.A., 1983, with honors
  • University of Pennsylvania, Wharton School, B.S., 1977, magna cum laude


  • District of Columbia
  • Maryland
  • Court of Appeals of the District of Columbia
  • Court of Appeals of Maryland

Professional Memberships:

  • Member – American Bar Association
  • Member – American Society of Association Executives
  • Member – District of Columbia Bar
  • Member – Maryland State Bar Association

Community Services:

  • Achievement Rewards for College Scientists, Inc.
  • Cultural Alliance of Greater Washington
  • National Center for Nonprofit Law


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K Street Northwest 901
Washington 20001 DC US
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