Noel A. Fleming


Fleming Petenko Law
1800 John F. Kennedy Boulevard
Suite 904
Philadelphia, PA 19103

Tel: 267-422-9855


Noel is a founding partner of Fleming Petenko Law where he focuses his practice on serving the legal needs of nonprofit organizations primarily in the areas of corporate law and governance, charitable trusts, federal, state and local tax matters, fiduciary duties, charitable fundraising, and related matters.

He regularly acts as outside general counsel to a variety of nonprofit organizations including publicly supported charities, private foundations, mental health organizations, social service providers, museums, educational institutions, and health care facilities. In this capacity, he advises these organizations on all manner of issues affecting nonprofit organizations including corporate formation and qualification for tax-exempt status, federal tax law compliance, nonprofit mergers and acquisitions, strategic alliances, corporate governance matters, charitable contribution issues, and unrelated business income tax questions.

Noel is active in the Pennsylvania nonprofit community and is a former Chair of the Pennsylvania Bar Association’s Charitable Organizations Committee. He is also a course planner and presenter for the Pennsylvania Bar Institute’s Annual Nonprofit Institute. He writes and speaks frequently on legal matters related to the operation of nonprofit organizations and has been recognized by his peers as a Super Lawyer in the field of nonprofit law. His articles have been published in the Temple Law Review, The Journal of Taxation, The Exempt Organizations Tax Review, and Taxation of Exempts.

  • Temple University Beasley School of Law, LL.M., Taxation
  • Temple University Fox School of Business and Management, M.B.A.
  • Temple University Beasley School of Law, J.D., cum laude
  • Temple University Fox School of Business and Management, B.B.A., summa cum laude
Professional Affiliations
  • Pennsylvania Bar Association, Member
  • American Bar Association, Member
  • American Bar Association Tax Law Section, Member

“The PPA and Related Party Transactions Under Section 512(b)(13),” Taxation of Exempts, Jan/Feb. 2008

Co-author, “Does Vision Service Signal Death Knell for 501(c)(4) HMOs?,” The Exempt Organizations Tax Review, Volume 60, Number 3, June 2008

Co-author, “Private Foundation or Public Charity? Type III Supporting Organizations After the PPA,” The Journal of Taxation, Volume 108, Number 6, June 2008

Co-author, “The Impact of the Recent Proposed Regulations on Type III Supporting Organizations,” The Journal of Taxation, Volume 111, Number 6, December 2009

“The Changing Landscape of Charitable Tax Exemption in Pennsylvania,” Schnader Nonprofit Organizations Alert, February 19, 2015

“Effective Corporate Governance in the Nonprofit Sector,” The Legal Intelligencer, March 24, 2015

“Reprieve Granted to Philadelphia Nonprofit Tax-Exempt Property Owners,” Schnader Nonprofit Organizations Alert, March 27, 2015.

Our lawyers have a strong commitment to providing specialized legal advice and services to nonprofit and tax-exempt organizations. Our vast experience includes providing advice concerning the formation, governance, and operation of nonprofit corporations and other forms of charitable and tax-exempt organizations. We counsel clients about obtaining and maintaining tax-exempt status, private foundation status, unrelated business income, fiduciary duty issues, and a wide variety of federal, state, and local tax compliance matters.  We also provide advice concerning charitable giving and fundraising, institutional affiliations, restructurings, reorganizations, and the conduct of day-to-day business activities.

While many of our clients are 501(c)(3) charities and other types of tax-exempt organizations, we also provide services relating to taxable nonprofit organizations, tax-exempt governmental units, and partnerships and joint ventures between and among tax-exempt organizations and private business enterprises.

We have extensive experience in serving the legal needs of private foundations, educational institutions, charities serving youth, and other types of charitable organizations.

Our experience includes providing advice concerning:
  • Colleges/Universities and Other Private Educational Institutions
  • Private Foundations
  • Donor Advised Funds and Sponsoring Organizations
  • Supporting Organizations and Complex Charitable Structures
  • Non-Charitable Tax-Exempt Organizations
  • Unrelated Business Activities
  • Charitable Giving/Fundraising
  • Joint Ventures and other Affiliations/Relationships
  • Fundamental Transactions/Reorganizations/Restructurings
  • Fiduciary Obligations
  • Organization/Exemption Applications/Compliance/Controversies