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 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.

3. 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.

4. Forming a Nonprofit—Legal Requirements
Articles of Incorporation
Name (doesn’t need an “Inc.” or similar signifier in DC)
Purposes
Name and street address of incorporators
Members 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 DC
501(c)(3) dissolution and purposes language
Indemnifying directors and limitations of liability

6. Forming a Nonprofit—Legal Requirements
File Articles with DCRA (one incorporator, notary not needed)
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), approving policies

7. 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 IRS recognition

8. 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

9. 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 volunteer immunity provisions)

10. 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

11. Basics on Nonprofit Corporation Legal Issues
Governance Structure
Board of directors
Executive committee
Other committees of the board (nominating, finance)
Members
Other committees
Staff

12. Corporate Governance
Fiduciary Duties
Care
Loyalty
Obedience

13. 501(C)(3) Issues
Public benefit requirement—charitable, educational, advancement of health, etc.
No substantial private benefit
No private inurement
Political activities
Lobbying
UBIT

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 it
Automatic revocation
Publicly available information

15. Questions?

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