Presentation on theme: "Doing Business 2. 0—Starting and Operating a Nonprofit in DC George E"— Presentation transcript:
1 Doing Business 2. 0—Starting and Operating a Nonprofit in DC George E Doing Business 2.0—Starting and Operating a Nonprofit in DC George E. Constantine, III, Esq., Partner Venable, LLP, Washington, DC (202)
2 George E. Constantine, III, Esq. Counsel to tax-exempt charities, trade associations, professional societies, labor organizationsFormer Staff Counsel for the American Society of Association ExecutivesConcentrates practice on tax-exemption matters, contracts, election law, corporate governance and other issues affecting tax-exempt, nonprofit corporations.
3 Forming a Nonprofit—Preliminary Steps Establish mission and goalsSurvey the landscape—are there other organizations pursuing similar mission and goals?Assess likelihood of funding, dedicated volunteer resources, etc.
4 Forming a Nonprofit—Legal Requirements Articles of IncorporationName (doesn’t need an “Inc.” or similar signifier in DC)PurposesName and street address of incorporatorsMembers or not? Classes?List of initial directors (at least 3, optional to list them)Designated body?
5 Forming a Nonprofit—Legal Requirements Articles of Incorporation (continued)Registered agent in DC501(c)(3) dissolution and purposes languageIndemnifying directors and limitations of liability
6 Forming a Nonprofit—Legal Requirements File Articles with DCRA (one incorporator, notary not needed)Draft BylawsMore detailed than Articles of IncorporationShould include discussion of Board of Directors, Committees (if applicable), Members (if applicable), indemnification, etc.Organizational resolutions—approving Bylaws, authorizing establishment of bank accounts, naming corporate officers (at least a President, Secretary and Treasurer), approving policies
7 Forming a Nonprofit—Legal Requirements Tax FormsFederal Exemption application—Form 1023 for 501(c)(3); Form 1024 for most other types of exempt organizationsDC Exemption—Form 164501(c)(3) organizations can obtain exemption recognition for franchise (income) tax, sales and use tax, personal property taxApplicable as of date of IRS recognition
8 Charitable Solicitation Charitable Solicitation LicenseOccupancy certificationGood standing as a corporationTax registration FR500Clean Hands certificationBasic Business License ApplicationArticles of Incorporation, Bylaws, Uniform Registration Statement, other documents
9 Other Considerations Operating, fundraising in other states? Trademark registrationURL reservationLobbying registrationAffiliated entities?Insurance coverage (note minimum levels of $200K for individual claim and $500K for total claims in order to benefit from volunteer immunity provisions)
10 Basics on Nonprofit Corporation Legal Issues Hierarchy of AuthorityState Nonprofit Corporation Law (statute and common law)Articles of IncorporationBylawsBoard Policies and ProceduresUnwritten Common Practices
11 Basics on Nonprofit Corporation Legal Issues Governance StructureBoard of directorsExecutive committeeOther committees of the board (nominating, finance)MembersOther committeesStaff
14 501(C)(3) Issues Form 990 Publicly available information Once a year (May 15 deadline for calendar year filers)990-N—even very small organizations have to do itAutomatic revocationPublicly available information