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TEMPLATE: Resolutions for First Meeting of Nonprofit Board [SUBSCRIBERS-ONLY]
This template provides a standard set of resolutions for a newly formed nonprofit organization convening its first Board of Directors meeting. This sample document includes language covering actions such as adoption of Bylaws and key policies, officer appointments, banking authorizations, authority to file the Form 1023 and other applicable tax exemption applications or registrations, and more.
Q&A #174 – Are past due Forms 990-N required to be filed for retroactive reinstatement of tax-exempt status?
Internal Revenue Service (IRS) Revenue Procedure 2014-11 describes the process for reinstatement of tax-exempt status that has been automatically revoked for failure to file annual tax filings. Under this guidance, it is not entirely clear whether the Section 5 and Section 6 retroactive reinstatement processes require filing past due Forms 990-N. However, there are strong arguments that filing Forms 990-N for prior years should not be required under any of the retroactive reinstatement processes.
Q&A #172 – Can nonprofits use a virtual office as their registered agent address?
It is a universal requirement that the office address of an organization’s registered agent (sometimes called a “resident agent”) must be a physical street address and not a P.O. Box, but only a few states address whether a “virtual office” can be acceptable. However, using a virtual office is generally not advisable if the registered agent will not be present there during normal business hours.
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VIDEO Q&A for Subscribers: November 2024 [PREVIEW]
Ben and Mike answer questions from subscribers about the spending of operating reserves, conflicts of interest related founders of a nonprofit becoming staff, deciding between filing the Form 990-EZ and the Form 990, and legal issues raised by the moving of funds between related organizations.
Q&A #168 – Is a newly formed nonprofit required to file Form 990-N for its first short tax year?
Most nonprofit organizations are required to submit a federal tax filing for their first partial or short tax year even if their tax-exempt status has not yet been approved, but there is no monetary penalty for failure to file if the organization qualifies to file the Form 990-N (e-postcard). Nonetheless, it is usually prudent to file Form 990-N for the first tax year anyway.
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VIDEO Q&A for Subscribers: August 2024 [SUBSCRIBERS-ONLY]
Ben and Mike answer questions from subscribers about whether fixed assets and restricted funds can count toward a nonprofit organization's operating reserves, the pros and cons of taking over an existing 501(c)(3) organization rather than starting a new one, how abstentions are counted in a Board vote, and whether an organization should use a credit card or debit card.
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Video Q&A for Subscribers: May 2024 [SUBSCRIBERS-ONLY]
Ben and Mike answer questions from subscribers about Board liability exposure, deciding whether a new organization should have a broad or narrow focus, how receiving more than $50,000 in revenue impacts an organization’s Form 1023-EZ, and when nonprofits should think about changing audit firms.
Q&A #161 – Can a foreign nonprofit organization qualify for 501(c)(3) status?
Charities formed outside of the United States may qualify for 501(c)(3) status so long as they satisfy the requirements that apply to 501(c)(3) organizations under U.S. law. This status makes it easier for foreign organizations to receive grants from U.S. private foundations and mitigate or avoid U.S. income tax on revenue received from U.S. sources. However, donors generally cannot use the charitable deduction under U.S. tax law for contributions made to organizations formed outside of the U.S., so many foreign organizations form affiliated “friends of” organizations in the U.S. for this reason.
VIDEO: Getting a Tax ID Number (EIN) for a New Nonprofit | 5-Minute Lessons 4 Nonprofits
SE4N’s Benjamin Takis provides a short lesson on how to get a tax ID number (also known as employer identification number or EIN) for a new nonprofit organization, including tips for how to most quickly and efficiently obtain the EIN and a guided walk-through of the process using the actual online application (Form SS-4) on the IRS website.
Q&A #158 – What happens if a fraudulent Form 1023-EZ is filed for my organization?
Despite what some unscrupulous service providers may tell you, there are potentially serious penalties for submitting a Form 1023-EZ application for an organization that is clearly ineligible to do so. In addition to revocation of 501(c)(3) status, this can include criminal fines and even prison pursuant to the Internal Revenue Code’s fraud and false statements provisions (26 U.S.C. § 7206). However, if a Form 1023-EZ was fraudulently filed without your knowledge, approval, or participation then these criminal sanctions very likely will not apply.
Q&A #155 – Can a nonprofit convert to 501(c)(3) status from another tax-exempt status?
An organization that was previously recognized as tax-exempt under another subsection of 501(c), such as 501(c)(4) or 501(c)(6), generally may convert to 501(c)(3) status by making the necessary amendments to its Articles of Incorporation and submitting a Form 1023 application to the IRS. However, there may be complications to this process if the organization’s activities have not been consistent with 501(c)(3) status.
VIDEO: Opening a Bank Account for a New Nonprofit | 5-Minute Lessons 4 Nonprofits
SE4N's Benjamin Takis provides a short lesson on what new nonprofit organizations should have in mind when opening a bank account, including the preliminary steps that must be completed before opening the account and what documents and information the bank will require.
VIDEO: What is a Registered Agent? | Nonprofit Glossary
SE4N's Benjamin Takis provides a short summary of what a “registered agent” is, why state law requires nonprofit organizations to name a registered agent if the organization is incorporated in the state or doing business in the state, and who can serve as a registered agent.
Q&A #150 – Can a nonprofit change its mission without IRS approval?
A 501(c)(3) public charity is generally permitted to change its mission and purpose and undertake new program areas that were not described in its Form 1023 application so long as these changes are consistent with 501(c)(3) status and properly disclosed in the organization’s Form 990. Advance IRS approval is not required, although significant changes in mission, purpose, and programs can affect an organization’s ability to rely on the IRS determination letter approving 501(c)(3) status.
Drafting Dissolution Language for the Articles of Incorporation
The “dissolution” clause in a nonprofit organization’s Articles of Incorporation is one of the key provisions required to qualify for 501(c)(3) status. This language must require that the organization’s assets remain dedicated to 501(c)(3) exempt purposes in the event it dissolves. While this basic principle is easy to understand, many overlook the significance of subtle differences in how to approach drafting this language.