Doing Business 2.0— Starting and Operating a Nonprofit in DC George E. Constantine, III, Esq., Partner Venable, LLP, Washington, DC (202)

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

Questions? 

Contact Information George E. Constantine, III Partner Venable LLP 575 7th Street, NW Washington, DC Phone: Fax: