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Bylaws S Corporation Non Voting Stock - PowerPoint by gwz30167

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									Non-Stock Corporations
    Joanne Harmon Curry
     Lathrop & Clark LLP
             Agenda
• School Board as Authorizer
• Advantages of Non-Stock
  Corporations
• Organizing the Non-Stock
  Corporation
  – Governance Structure
  – Articles of Incorporation & Bylaws
  – Resolutions
• 501(c)(3) Tax Exempt Status
• Open Meetings & Public Records
       School Board as
         Authorizer
• School Board enters into a contract with a
  person/entity to operate a charter school
• Assists charter school operators in
  developing quality schools
• Identifies & uses district resources to
  – Develop fair procedures and rigorous criteria
    for evaluating proposals
  – Award contracts
  – Evaluate success
    Advantages of Non-Stock
          Corporation
•   Provides an organizational structure
•   Liability protection
•   Ability to contract
•   Hiring personnel
•   Tax benefits for gifts/donations
•   Issuance of bonds
       Components of
        Organization
• Articles of Incorporation & Bylaws
  – Directors and Officers
• Employer ID and Account Numbers
• Section 501(c)(3) Tax Exempt Status
• Wisconsin Sales & Property Tax
  Exempt
• Charitable Solicitation Registration
  Governance Structure
• Directors
  – Voting Members Optional
  – Must have at least 3 directors
• Non-member corporation
  – Self-electing or
  – Appointed or
  – Designated in the Articles of Incorp. or by-laws
• Officers
             Open Meetings
• Applies to every meeting of a “governmental body”
  Wis. Stat. s. 19.83
• Charter schools are likely “quasi-governmental
  corporations”
• Factors considered:
   – Serves a public purpose
   – Extent to which it receives public funds for its operation
   – Positions of Board of Directors are reserved for
     government employees or officials
   – Government employees serve as officers of Board
   – Location of corporation in government offices, uses
     government equipment, staffed by government employees
• Compliance with the open meetings law should be
  adhered to for all business specific to the school
           “Meetings”
• Whenever members of Board convene for
  purpose of engaging in governmental
  business; or
• Any meeting with number of members
  needed to approve any action or to engage
  in discussion/information gathering that
  will determine future course of action
• Written communications
• Telephone conference calls
• Electronic communications
• Walking quorum
        Public Records
• Any record maintained by a governmental
  “authority” Wis. Stat. s.s. 19.35(1), 19.32
• Includes a quasi-governmental corporation
• Operator must make records produced or
  collected under its contract with the
  school board available to the school board
  for public disclosure

								
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