Presentation on theme: "Doing Business 2.0— Starting and Operating a Nonprofit in DC George E. Constantine, III, Esq., Partner Venable, LLP, Washington, DC (202) 344-4790"— Presentation transcript:
Doing Business 2.0— Starting and Operating a Nonprofit in DC George E. Constantine, III, Esq., Partner Venable, LLP, Washington, DC (202) 344-4790 firstname.lastname@example.org
George E. Constantine, III, Esq. Counsel to tax-exempt charities, trade associations, professional societies, labor organizations Former Staff Counsel for the American Society of Association Executives Concentrates practice on tax-exemption matters, contracts, election law, corporate governance and other issues affecting tax- exempt, nonprofit corporations.
Forming a Nonprofit—Preliminary Steps Establish mission and goals Survey the landscape—are there other organizations pursuing similar mission and goals? Assess likelihood of funding, dedicated volunteer resources, etc.
Forming a Nonprofit—Legal Requirements Articles of Incorporation Name (doesn’t need an “Inc.” or similar signifier in DC) Purposes Members or not? Classes? List of initial directors (at least 3); describe how directors will be elected Registered office and registered agent in DC 501(c)(3) dissolution and purposes language
Forming a Nonprofit—Legal Requirements File Articles with DCRA (three incorporators, notarized signatures) Draft Bylaws More detailed than Articles of Incorporation Should 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)
Forming a Nonprofit—Legal Requirements Tax Forms Federal Exemption application—Form 1023 for 501(c)(3); Form 1024 for most other types of exempt organizations DC Exemption—Form 164 501(c)(3) organizations can obtain exemption recognition for franchise (income) tax, sales and use tax, personal property tax Applicable as of date of filing
Charitable Solicitation Charitable Solicitation License Occupancy certification Good standing as a corporation Tax registration FR500 Clean Hands certification Basic Business License Application Articles of Incorporation, Bylaws, Uniform Registration Statement, other documents
Other Considerations Operating, fundraising in other states? Trademark registration URL reservation Lobbying registration Affiliated entities? Insurance coverage (note minimum levels of $200K for individual claim and $500K for total claims in order to benefit from immunity provisions)
Basics on Nonprofit Corporation Legal Issues Hierarchy of Authority State Nonprofit Corporation Law (statute and common law) Articles of Incorporation Bylaws Board Policies and Procedures Unwritten Common Practices
Basics on Nonprofit Corporation Legal Issues Governance Structure Board of directors Executive committee Other committees of the board (nominating, finance) Members Other committees Staff
Corporate Governance Fiduciary Duties Care Loyalty Obedience