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Doing Business 2.0—Starting and Operating a Nonprofit in DCGeorge E. Constantine, III, Esq., PartnerVenable, LLP, Washington, DC(202) [email protected]
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? http://www.venable.com/associations/publications
Contact Information
George E. Constantine, IIIPartnerVenable LLP575 7th Street, NWWashington, DC 20004-1601Phone: 202-344-4790Fax: 202-344-8300Email: [email protected]
