Articles of Incorporation and Bylaws for Faith Based Initiatives - PDF by oqb20829

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									    The Ohio Compassion Capital Project Training Manual
                   Governor Ted Strickland
The Governor’s Office of Faith-Based and Community Initiatives
                                                  
                                        Board Development 
 
Board Development is a keystone to any successful non‐profit organization. An active board of 
directors can enhance the foundational strength of an organization. These materials will highlight 
the roles of board members and officers, the legal responsibilities of a non‐profit board and the 
stages of board development. 
 
Board
Development



              1
What is a Board?

 An active and responsible governing
 body, serving without compensation,
 holding regular meetings, and with
 effective administrative control.




                                       2
Legal Definition of a Board
 By law, Ohio Non-Profit Boards must
have at least three members: a Chair, a
Vice-Chair, and a Treasurer.

 In Ohio, Nonprofit Boards must also
have ARTICLES OF INCORPORATION,
BYLAWS, and a STATUTORY AGENT.


                                     3
Articles of Incorporation
 This document is the first step to
 forming a Non-Profit organization.
 It must be filed with the Secretary of
 States office
 The document must state the
 general purpose of the organization
 and be signed by at least three (3)
 trustees.
 For more information visit
 www.sos.state.oh.us
                                          4
Bylaws
 Fundamental rules and regulations
 that govern organization.
 Membership provisions
 Procedures for the election of board
 members
 Terms and conditions to which board
 members serve.
 Constitution, Charter, Code of
 Regulations etc.
                                        5
Statutory Agent
An individual
Located in the state in which your
business is filing
Available during regular business hours
to receive legal notices and other official
documents from the state.
 *Note-If you are in the state in which
  you are filing and have your own
  address located in that state, you will
  be acting as your own Statutory Agent.
                                        6
Financial Oversight
Four bodies involved in financial
 management:

   Board
   Finance Committee
   Treasurer
   Senior Staff


                                    7
Financial Oversight (cont.)
The Board is legally responsible for
 ensuring that the organization is
 financially healthy. They do this by:

   Regularly reviewing current financial
   statements.
   Asking Questions.


                                         8
Financial Oversight (cont.)
The Board is legally responsible for
 ensuring that the organization is
 financially healthy. They do this by:

   Developing and implementing a
   financial policy.
   Holding the staff accountable.


                                         9
 Financial Oversight (cont.)
The Board is legally responsible for ensuring that
  the organization is financially healthy. They do
  this by:
    Conducting a financial audit annually.
    Using budgets and financial projections as
    planning tools.
    Even if an outside auditor is not brought in,
    financials should still be reviewed regularly
    Are budgets in sync with strategic plan?


                                              10
Legal Risks and Responsibilities
 By incorporating an organization limits
 an individual board member’s liability,
 but it is not entirely eliminated.
 As a board member you have a
 responsibility to act in good faith in the
 best interests of the organization.
 Conflicts of Interest
 Indemnification

                                         11
What is a 501(c)3?
 A 501(c)3 is a type of corporation
 whose general purpose is educational,
 religious or charitable.




                                    12
Benefits of a 501(c)3
Exempt from federal taxes
Can provide tax deductions to qualified
donors.
Eligible for a large number of grant
programs and funding streams.




                                     13
Disadvantages of a 501(c)3
The process can be difficult and time
consuming.
There are lots of federal filing
requirements.
May require an alternative
organizational structure than the group
desires.


                                     14
Oversight and Responsibilities
A nonprofit board fulfills the following
roles for the organization:
  Personnel             Planning
  Finance               Public Relations
  Fundraising




                                           15
Officers
 Chairperson, Chair, or President

 Vice-Chair

 Secretary

 Treasurer
                                    16
Board Structure
 Development
 (fundraising)           Governance
 Committee




                 Board



 Finance                 Executive
 Committee               Committee
                                      17
Committees
Committees:

  Research and carryout tasks

  Formed and chaired by
 experienced board member

  Address different set of issues
 simultaneously

                                    18
 Committees (cont.)
Executive Committee:

 Includes officers and other members as
 stated in the bylaws.

 Authorized to act on behalf of the full
 board, as stated in bylaws.

 Plans board meetings and oversees
 board functions.
                                           19
Committees (cont.)
Finance Committee:

 Ensures the fiscal stability of the
 organization

 Reviews financial information
 regularly presented to the board.


                                       20
 Committees (cont.)
Fundraising (Development) Committee:

   Plan and conduct fundraising events
   and capital campaigns.
   Develop the annual fund-raising
   program.
   Monitor fundraising activities
   Develop and monitor Fundraising
   Policies
                                     21
Additional Committees
 Marketing        Special Projects
 Membership       Programs
 Personnel        Property
 Strategic Plan   Audit
 Operations




                                     22
    Types of Boards
                Coveralls        Shirtsleeve       Blue Suit         Black Tie
Important       Lots of time,    Willingness to    Planning skills   Policy Skills
Director        willingness to   work, planning
Attributes      work             skills

Board’s Focus   Organizational   Operations        Governance        Governance
                Structure
Board’s         Day to day       Day to day        Long range        Strategic
Planning
Board           Founders         Founders and      Founders and      Recruits and maybe
Composition                      recruits          recruits          founders

Committee       Works as a       Works as a        Working           Oversight and policy
Structure       whole            whole w/ 1 or 2   committees        making committees
                                 committees
Boards Fund-    Events           Events, and       Grant seeking,    Individual and
Raising                          grant seeking     individual        institutional solicitations
                                                   solicitations
Staff’s Role    No Staff         Focus on          Focus on          Focus on operations,
                                 operations        operations,       serve on the board.
                                                                                        23
                                                   assist board
Board Composition Tips
 Size of the board

 Inside vs. outside members of the
 board

 Funder requirements

 Term Limits
                                     24
Board Cycle



   Evaluating      Recruiting




           Orienting,
           Training &
           Developing           25
Board Recruitment
Who Recruits?

   Nominating Committee
   Individual board members
   Members (if the agency is a
    membership organization)



                                 26
Board Recruitment
Evaluate and assess the current board

Know what you are looking for

Consider the changing needs of the
 organization


                                     27
 Board Retention
Understand what the organization has to
 offer to board members by answering
 questions such as how can the agency:
   Further an individual’s values and
   ideals?
   Allow individuals to learn about causes
   and social issues?
   Help individuals explore career
   options?
   Apply an individuals expertise and
   experience?
                                       28
Board Retention (cont.)
Board members need to go through
an orientation, just like paid staff
and volunteers.
Actively solicit observations and
ideas from new board members.
Assign specific duties to board
members to allow them to
immediately get involved.

                                  29
Board Retention (cont.)
 Regularly hold training opportunities,
 i.e.. Retreats, in-service trainings etc.
 Don’t forget to thank and recognize
 your board.
 Exit interviews when someone leaves
 board




                                        30
 Board Evaluations
Why evaluate your board?

   To ensure that tasks are completed
   To ensure that board members receive
   the support they need to carry out
   responsibilities
   To hold board members accountable
   To compile information that can be
   used for board recruitment purposes in
   the future.
                                      31
Designing Effective Evaluations
Strong evaluations should look at both
the outcomes and the methods for
achieving those outcomes.

Refer to job descriptions, mission and
values statements to determine a point
of reference.



                                     32
Designing Effective Evaluations
 Review board members on a regular
 basis (i.e. midterm or annual
 review).
 Recognize individual board members
 for their achievements.
 Anonymity is important for
 systematic evaluations


                                  33
 Assessing Your Own Board
Determine which board evaluation is right
 for your organization:

    Individual board member review
    Board Evaluation as a whole
    Board Meeting Evaluations
    Board Member Self Assessment


                                      34
Board Composition Analysis Tool
 This tool can be used to help identify
 the assets of the board by looking
 closely at its composition.
 What are the skills, experience,
 contacts and values that board
 members bring to the Agency?
 Where is there room to grow?


                                          35
Board Composition Analysis
Tool
Customize the grid for your board by listing
indicators relevant to your work.
Insert the names of board members.
Use the grid to asses the qualities of board
members.
When a board member resigns or retires
the organization can identify what
attributes they will lose or need to replace
when recruiting new board members.
                                        36
Managing Effective Meetings

 Respect your Board’s time
 Hold meetings at a convenient time
 and location
 Encourage all board members to be
 prepared for meetings, having read
 material in advance.
 Roberts Rules of Order

                                      37
 Managing Effective Meetings
What Is Parliamentary Procedure?
   Rules for conduct at meetings
   Everyone heard
   Make decisions without confusion.
Why is Parliamentary Procedure Important?
   Time tested method of conducting business
   Can be adapted to fit the needs of any
   organization.
   Robert's Rules of Order basic handbook of
   operation for most clubs, organizations and
   other groups
                                           38
Managing Effective Meetings
Organizations using parliamentary
 procedure usually follow a fixed order of
 business. Below is a typical example:
 Call to order        Special orders ---
 Roll call of members  Important business
 present               previously designated
 Reading of minutes    for consideration at this
 of last meeting       meeting
 Officers reports     Unfinished business
 Committee reports    New business
                      Announcements
                      Adjournment            39
Managing Effective Meetings
The method used by members to express
 themselves is in the form of moving
 motions. A motion is a proposal that the
 entire membership take action or a
 stand on an issue. Individual members
 can:

  Stand to make a       Vote on motions
 point of order         Obtaining the
  Second motions        floor
  Debate motions
                                      40
 Managing Effective Meetings
Parliamentary Procedure is the best way
to get things done at your meetings. But,
it will only work if you use it properly.
 Allow motions        Speak clearly and
 that are in order.    concisely.
 Have members         Obey the rules of
 obtain the floor      debate.
 properly.            Most importantly,
                       BE COURTEOUS.
                                      41
Class Outline- Board Development
Time      Who            Topic                                         Type of Activity
9:00 –    Agency         •   Introductions                             •   Instructor and
9:15      Instructor &                                                     participant
                         •   Overview of instruction
          Lead                                                             introductions
          Instructor                                                   •   Presentation and
                                                                           Overview of Model

9:15 -    Lead           •   What is a board?                              •   Presentation
9:45      Instructor     •    Legal definition, articles, bylaws and       •   Handouts
                             statutory agent.

9:45-     Lead           Financial Oversight                               •   Presentation
10:15     Instructor     • What role does the board play

10:15-    Break
10:30
10:30 –   Lead               •   Legal Risks and Responsibilities          •   Presentation
11:00     Instructor         •   501(c) 3                                  •   Handout

11:00 –   Lead               •   Roles and Responsibilities            •   Presentation
11:30     Instructor         •   Board Structure
                                 • Committees
                                 • Officers
11:30-    Lunch Break
12:30

12:30-    Lead               •   Types of Boards                           •   Presentation
1:15      Instructor             • Building a Board                        •   Handout
                                                                           •   Activity
1:15-     Lead               •   Board Cycle                               •   Presentation
1:45      Instructor             • Recruitment, Retention,
                                    Evaluation
1:45-     Lead               •   Assessing your Board                      •   Self assessment
2:30      Instructor             • Self assessment of                          filled out and
                                    participants’ boards                       shared with
                                                                               group.
2:30-     Lead               •   Managing Effective Meetings               •   Presentation
2:45      Instructor


2:45-     Lead           Conclusion                                        •   Evaluation
3:00      Instructor     • Complete action planning                            forms
                         • Evaluation                                          completed
                                                                           •   Evaluation
                                                                               discussion
Legal Guide for

N ON P R O F IT
ORGA N IZ A T IO N S
Published in partnership with
Published in partnership with
the Columbus Bar Association
 the Columbus Bar Association




         Ohio Secretary of State
                 J. Kenneth Blackwell
                   Secretary of State


Dear Ohioans:

This Guide to Nonprofit Organizations was developed by
the Ohio Bar Association and is distributed by the business
services division of the Ohio Secretary of State’s office.
We are pleased to offer this general overview of
requirements and opportunities associated with nonprofit
organizations.

Through this publication, we seek to inform the
organizers, trustees, officers and volunteers of newly-
formed and existing nonprofit agencies of important
opportunities, as well as potential legal and tax obstacles.
This guide is not intended to be technical or authoritative.

Organizing and operating a nonprofit agency is a serious
and important task. I encourage readers to use the
information and direction provided herein to continue their
efforts for the benefits of us all.



  Sincerely,




J. Kenneth Blackwell
Secretary of State
                   Preface

Choice of Entity
  Generally, an individual cannot qualify as a charitable,
religious, social welfare, educational or scientific
organization. Formation of a nonprofit organization is
necessary. While nonprofit corporations are the most used
form of organization, unincorporated associations or trusts
are not uncommon.
  The choice of entity may be dictated by the anticipated
longevity of the endeavor, the planned activities and the
need for the ownership or leasing of facilities and the
services of employees.
  The corporate form should be considered if the
organization will acquire assets such as buildings,
equipment or vehicles to be used in the delivery of
services or if it will be necessary to hire employees to
render services.
  If activities will include only the solicitation of
contributions or the dissemination of information, the
unincorporated association or charitable trust may be
acceptable.


Documenting an
Unincorporated Association
  Ohio statutory law recognizes unincorporated
associations. Basically, unincorporated associations must
have formal documents to create the organization. These
documents are known as constitutions. Additionally, such
an organization usually has bylaws, which set forth the
rules and regulations for operation. The method of
adopting the constitution, the power and duties of the
trustees and officers, and the rights of members should be
set forth in these documents. These documents will also
specify the method of electing officers and will define
their duties.
  Special attention should be given to the statement of
purpose set forth in the constitution. The purpose may be
critical in qualifying for tax exemption or in meeting
standards for funding.
  Care must also be given to defining the qualifications of
members and trustees.
  Unincorporated associations are legal entities that can
enter into contracts, sue and be sued.

                            3
   Establishing a
Nonprofit Corporation

Filing Articles of Incorporation
   The starting point in forming a nonprofit corporation is
filing articles of incorporation with the Ohio Secretary of
State. The minimum content of the articles is set forth by
statute. A filing fee of $125 is charged. Expedited service
is available by marking the form and including the $100
expedite fee.
   Please refer to the Secretary of State’s Web site at
www.ohiospirit.org to obtain the Filing Reference Guide,
query the Business Services database information or view
images.
   This document must state the purpose or purposes for
which the corporation is formed. A general all-inclusive
purpose clause will not suffice. The purpose clause must
specifically state for what purpose the corporation is being
formed. In addition to the purpose clause, the articles must
include the names and street addresses of not fewer than
three natural persons who are to be the initial directors of
the corporation, the name of the corporation and the
location of its principal office.
   The articles must be signed by the incorporators, and
their names should be printed or typed beneath their
signatures. The name of the corporation is not required to
have a corporate ending (i.e., Inc., Corp.). A statutory
agent must be appointed (for service of process) and must
accept the appointment of agent. Failure to maintain an
agent will result in cancellation of the corporation’s
articles.
   A statement of continued existence ($25 fee) must be
filed every five (5) years, either from the date of
incorporation or from the last corporate filing. The form
and notice of the required filing will be provided by the
Secretary of State to the statutory agent of record. Failure
to file the statement of continued existence will result in
cancellation of the corporation’s articles.
   If a nonprofit corporation is applying for tax-exempt
status with the Internal Revenue Service, it should include
the required language in the articles. The IRS publication
number 557, “Tax-Exempt Status for Your Organization”
contains samples of the required language and is available
at no cost from the IRS Forms Distribution Center, P.O.
Box 8903, Bloomington, IL 61702-8903. You may also
                             4
contact the IRS at its toll-free number 1-800-829-FORM.
Please note that the standard boiler-plate language
required by the IRS will not suffice as a purpose clause for
the articles of incorporation.
  In addition to the articles of incorporation, a nonprofit
corporation must have a code of regulations. This code
sets forth the rules and regulations for the government of
the corporation, the conduct of its affairs, and the
management of its assets. The code also specifies the
number and duties of the officers and the rights of the
members, if any. The code of regulations is usually the
document that establishes the fees or dues for members.
The code of regulations is not filed with the Secretary of
State.
  Once again, special care should be given to the
statement of purpose contained in the articles of
incorporation. In addition to its relevance in determining
tax-exempt status or funding eligibility, the purpose clause
may unduly restrict the activities in which the corporation
may engage.
  Nonprofit corporations may own assets. They can enter
into contracts, sue and be sued. A special statutory
provision provides a streamlined method for incorporating
an unincorporated association and transferring the assets
of the association to the corporation.


Fiduciary Responsibility
  An individual who agrees to serve a nonprofit
corporation or unincorporated association as a trustee
assumes certain legal duties and responsibilities and has
fiduciary obligations to such corporation. In managing or
directing the affairs of such organizations, a trustee is
required by law to act in good faith, in a manner he or she
reasonably believes to be in the best interests of the
organization, and with the care that an ordinarily prudent
person in a like position would use under similar
circumstances. He or she is entitled, within reasonable
limits, to rely on the reports of trustees, officers,
employees, accountants, lawyers and other experts in
discharging his or her fiduciary duties. A trustee may not
avoid his or her duties through nonmanagement, by not
attending meetings and by ignoring the affairs of the
organization. If, in a specific instance, a trustee fails to
meet the standard of care required of him or her by law, he
or she may be subject to personal liability.



                             5
   A trustee who performs his or her duties in good faith
and with reasonable care and diligence will not incur
personal liability by reason of the fact that he or she serves
the organization, even if his or her poor business
judgement causes loss or injury to the organization.
Moreover, Ohio law may provide additional protection to
trustees of certain nonprofit corporations. This law,
codified in Ohio Revised Code Section 2305.38, provides,
in part, that a trustee of a “charitable organization” (i.e.,
any nonhospital, charitable nonprofit corporation
organized under Ohio law) who does not receive
compensation for his or her services shall not be held
personally liable in damages for actions or omissions in
connection with any supervisory or corporate services that
he or she performs for the charitable organization, unless
(i) the act or omission of the trustee constitutes willful or
wanton misconduct or intentionally tortious conduct, or
(ii) with the prior knowledge of a wrongful act or omission
by an officer, employee or other trustee of the corporation,
the trustee authorizes, approves or otherwise actively
participates in that action or omission.
   If a trustee is made a party to any lawsuit by reason of
the fact that he or she serves the corporation, the
corporation may agree to indemnify him or her for those
expenses and liabilities incurred by him or her in
connection with such suit if he or she acted in good faith
and in a manner he or she reasonably believed to be in the
best interests of the corporation. To the extent that a trustee
is successful in defending any action brought against him
or her, the trustee has an absolute statutory right to be
indemnified by the corporation.


Liability Insurance
  As mentioned before, nonprofit organizations can sue
and be sued. They are not immune from liability. They are
subject to liability to the same extent as any other person
or corporation for its negligent acts or other torts.
Additionally, a nonprofit organization is responsible for
the negligent acts of its officers, trustees and employees.
  Liability insurance can be obtained for the nonprofit
organization as well as its officers, trustees and employees.
Informed individuals will inquire into the existence of
such insurance before agreeing to serve on the board of
trustees. Care should be taken to cover employees and
volunteers if they are engaged in rendering service to the
public, especially transporting people.


                              6
  The organization should discuss its planned activities in
detail with a qualified insurance agent prior to
commencing activities to determine the availability and
cost of such insurance.
  The previous section referred to Ohio Revised Code
Section 2305.38, which grants limited immunity to
nonpaid volunteers to certain charitable organizations.
Because the statute provides only limited immunity to
certain individuals and no immunity to paid staff
members, liability insurance is definitely recommended.




        Obtaining
    Tax-Exempt Status

Internal Revenue Service
      The Internal Revenue Code recognizes more than 20
types of tax-exempt entities. Exemption under a particular
code section can have significant advantages or
disadvantages in areas such as deductibility of
contributions to it or exemption from unrelated business
income taxes. It may also be possible for nonprofit
organizations to set up related or affiliated trusts,
foundations or nonprofit corporations to accept
contributions or hold real estate. These affiliated entities
can enhance income tax advantages.
  Any nonprofit organization that intends to solicit
contributions or hold assets should seek a determination
from the Internal Revenue Service that it is a tax-exempt
entity. The application forms are quite long and require
detailed information about the organization.
  Consultation with a tax adviser familiar with the
provisions relating to tax-exempt organizations is critical
for appropriate selection of the category most favorable
for the nonprofit organization. In addition, assistance with
the preparation and submission of the appropriate Internal
Revenue Service form and any related documents is
advisable in light of the length of the forms, the required
detailed description of specific activities of the
organization and the financial and other data requested.




                            7
Annual Filings with IRS
and State of Ohio
   Obtaining tax-exempt status from the Internal Revenue
Service does not mean that the organization is exempt
from filing an annual tax return. It has an obligation to file
an informational return (generally, Form 990) even though
no taxes are due. If the tax-exempt organization engages in
commercial activities, it may have to pay an income tax on
the profits derived from such activities under the
Unrelated Business Income Rules. Once again, the
organization is encouraged to consult with a tax adviser.
   Generally, nonprofit corporations are not subject to the
Ohio franchise tax. Nonprofit organizations are required to
pay Ohio sales or use tax on their purchases unless the
organization qualifies as a church or charitable
organization as defined in the sales tax statutes.
   Even if the organization generally must pay sales or use
tax on purchases, there are numerous specific exemptions
from the tax that need to be consulted when making
purchases. When an exemption is claimed, the supplier
will request a completed exemption certificate. Blank
forms may be obtained from business supplies stores.
Nonprofit organizations will be required to obtain a
vendor’s license and collect Ohio sales tax on sales made
by the organization unless the sales are made only
occasionally as defined in the statutes.
   Nonprofit organizations may be required to pay tax upon
Ohio real property owned unless the use of the property
qualifies for a specific exemption. There are provisions for
filing an application for exemption with the tax
commissioner. Tangible personal property is not subject to
tax unless used in business. Nonprofit organizations may
become subject to the Ohio personal property tax for
property used in a commercial enterprise.
   Additionally, nonprofit organizations have filing
responsibilities as an employer. See “Responsibilities as
an Employer” in this brochure.


Lobbying Activities
Affecting Tax Exemption
  Nonprofit organizations have a right to petition the Ohio
Legislature and Congress to bring about changes in the
law or to enact social legislation. However, the Internal
Revenue Code places restrictions on certain lobbying
activities of tax-exempt organizations. At the time the
organization consults a tax adviser concerning its

                              8
exemption application, the organization should review its
anticipated political activities to be certain it does not
jeopardize its tax exemption.


Responsibilities as an Employer
  Although a nonprofit organization may be exempt from
the payment of federal and state income taxes, it is not
exempt from payroll taxes. Nonprofit organizations are
subject to the Internal Revenue Service and Ohio
withholding responsibilities and subject to the payment of
the employer’s share of FICA (Social Security) taxes.
  At the time of organization, applications are made to
obtain federal and state taxpayer identification numbers.
These numbers must be used when filing the withholding
reports.
  Most municipalities in the state of Ohio impose a city
income tax and require the employer to withhold tax.
Consult the city treasurer’s office in the municipality
where you have your office concerning your duties.
  As an employer, the nonprofit organization also must
comply with Ohio’s workers’ compensation laws and
unemployment compensation laws. Both laws require that
an account be established with the state agency and that
payroll taxes be paid.
  A nonprofit organization is subject to ERISA
requirements if it establishes a retirement program and,
unless exempted because of size, must comply with
ERISA requirements for its welfare benefit plans, such as
medical insurance programs.
  A nonprofit organization must comply with the rules and
regulations of the Ohio Civil Rights Commission in its
hiring and employment practices. The Commission does
provide publications for employers explaining these
duties.
  If a nonprofit organization seeks public grant monies,
either state or federal, it should be aware of the
requirements concerning employment practices that are
part of every grant.




                            9
           Additional
         Considerations

U.S. Postal Service Regulations
  An important part of most nonprofit organizations is the
dissemination of information to its members and others.
Traditionally, nonprofit organizations lack adequate
funding. Printing and mailing expenses are often large
expenses.
  The U.S. Postal Service issues special permits to
qualified nonprofit organizations for bulk-rate postage
charges. Applications for the permit and regulations
concerning its use can be obtained from any post office.
  The organizational documents (constitution or articles of
incorporation) and the Internal Revenue Service tax-
exempt determination are a part of this application.


Copyright and Trademark
   A nonprofit organization should be sensitive to
protecting its own intellectual property as well as not
infringing on that of others.
   Copyright protection may be available to a nonprofit
organization, even if it is not involved in the arts.
Nondramatic writings, graphic material, photographs and
other relatively humble means of expression are the subject
of copyright on the same basis as motion pictures, music,
paintings, sculpture, books and the like. Likewise, any
word, name, symbol or combination of elements that is used
to identify the membership of a nonprofit organization or its
services can be protected on substantially the same basis as
the names and marks of commercial organizations.
   The question inevitably arises: given the opportunity for
protection, why would an entity that has no intention of
selling its works or using its marks in commerce trouble
itself with such matters? The answer lies in the potential to
control the use of these properties. No organization wants
its material or its name used by those whose purposes are
unknown or even inimical to the first party. Our advice is
to protect the organization’s rights in these areas from the
outset, because copyrights have a way of slipping away if
some relatively simple steps are not taken in the beginning
and because the trademark selection and clearance
processes are critical to ongoing protection.


                             10
  Often an organization, in disseminating information,
will copy or reproduce articles or pamphlets written by
others. This innocuous act can result in copyright
infringement. Efforts should be made to obtain the consent
of the copyright owner before distributing the material. In
no event should a nonprofit organization duplicate
materials for a seminar or course for which a fee is charged
unless permission to duplicate is received.
  Local organizations may not use the trade names or
trademarks of nationally known charities without the
expressed permission of such charities. Usually, the use of
such trade names and trademarks is reserved to local
organizations that have a formal affiliation with the national
charity.


Role of the Ohio Attorney General
  The Ohio Attorney General has certain statutory duties
to oversee the activities of charitable organizations.
  Under the provisions of Ohio’s Charitable Trust Act, a
charitable organization is required to register with the
Attorney General within six months after its creation,
unless specifically exempted by this statute. A charitable
organization that is required to register under the Trust Act
must also file an annual financial report with the Attorney
General.
  The Attorney General is also responsible for regulating
organizations that solicit funds from the public for a
charitable purpose. As required by Ohio’s solicitation
statute, an organization that intends to solicit contributions
or have contributions solicited on its behalf, must register
with the Attorney General prior to soliciting, unless
exempted by this statute. Annually thereafter, the
soliciting organization is required to renew its registration
statement and file an annual financial report with the
Attorney General.
  Copies of the Charitable Trust Act and the Charitable
Solicitation Act, as well as the registration forms under
each statute, are available by contacting the Attorney
General’s Charitable Foundations Section.


Local Charitable Solicitation
and Reporting Requirements
  In addition to the regulation by the Ohio Attorney
General, nonprofit organizations should be aware of any
rules and regulations in their particular city, like those of
the Columbus Charitable Solicitations Board.

                             11
   Nonprofit organizations may be required to obtain a
permit in order to solicit contributions from the public in
certain cities. As is often the case with permits, be
prepared with copies of your organizational documents
and your Internal Revenue Service tax-exempt
determination letter.
   In addition to obtaining the permit, a report of the
contributions received and expenses incurred may need to be
filed.
   If the nonprofit organization contemplates hiring the
services of a professional fundraiser, the requirements of
the city should be consulted first.


Coordination with United Way
     United Way contributes significantly to the budgets
of dozens of local nonprofit organizations. United Way
also gives advice and guidance to new or existing
agencies. Administrative services are available on either a
fee-for-service or gratis basis.
  Any United Way-funded organization also must
understand that there are restrictions on fundraising
activities during the period of the United Way campaign.
  Before incurring the expense and effort to organize a
new agency, it is recommended that your ideas be
discussed with United Way. Similar programs may be
available but relatively unknown. The new program may
be compatible with those of an existing agency that would
be receptive to a new, enthused volunteer.




  Resources Available
  The Columbus Bar Association and Secretary of State J.
Kenneth Blackwell are committed to encouraging the
growth and development of nonprofit organizations. This
guide, developed by the Columbus Bar Association, and
published and distributed by the Secretary of State, reflects
that commitment.
  Local bar associations are valuable resources for
obtaining information regarding nonprofit organizations.
These local associations are available to refer
organizations to attorneys having experience in specific
areas of nonprofit law.
  The Charitable Foundations Division of the Attorney
General’s office is an additional source of information for
many nonprofit organizations.
                             12
   Secretary of State J. Kenneth Blackwell’s office is
available as another source of information regarding
nonprofit organizations, and their statutorily-required
filings. If you have questions, contact one of the following
offices:

Secretary of State
Business Services
  (614) 466-3910                    Fax (614) 995-2238
  Toll Free (877) SOS-FILE

  Walk-In Client Service Center
  30 E. Broad St., Lower Level
  Columbus, OH 43215

  Mailing/Correspondence Address
  180 E. Broad St., 16th Floor
  Columbus OH 43215

  E-mail: busserv@sos.state.oh.us
  http://www.ohiospirit.org
Columbus Bar Association
  175 S. Third St., 11th Floor
  Columbus, OH 43215
  (614) 221-4112                    Fax: (614) 221-4850
  E-mail: cba@cbalaw.org
  http://www.cbalaw.org
Attorney General
  Charitable Foundations Section
  101 E. Town St., 4th Floor
  Columbus, OH 43215-5148
  (614) 466-3180                   Fax: (614) 466-9788
  E-mail: webmaster@ag.state.oh.us
  http://www.ag.state.oh.us/charitab.htm
Ohio Civil Rights Commission
  1111 E. Broad St., Suite 301
  Columbus, OH 43205
  (614) 466-5928                    Fax: (614) 466-6250
  www.state.oh.us/crc/
Ohio Bureau of Worker’s Compensation
  30 W. Spring St.
  Columbus, OH 43215-2256
  1-800-OHIO-BWC                  Fax: 1-877-520-OHIO
  www.ohiobwc.com




                            13
  Cross Reference Filing
    Guide By Product
Send non-expedited filings to:
    the P.O. Box Number as listed in the table below
    Columbus, Ohio 43216
Send multiple filings to:
    P.O. Box 250
    Columbus, OH 43216

Send overnight express packages to:
    Ohio Secretary of State, Business Services Division
    180 E. Broad St., 16th Floor
    Columbus, OH 43215

All filings except Certification and UCC Filings can be
expedited. Expedited filings require an additional fee of
$100 and may be taken to the Client Service Center, 30 E.
Broad St., Lower Level, or mailed to:
      P.O. Box 1390
      Columbus, Ohio 43216
      (Mark envelopes as EXPEDITE)

  Please note: All filing forms are available on our Web site
at WWW.STATE.OH.US/SOS/.

    Make checks payable to: SECRETARY OF STATE.
Filing fee overpaymentsof $10 or less will NOT be
refunded.

DOMESTIC CORPORATIONS
                                Fee    Form #    P.O. Box #
For Profit Corporation
Initial Articles of
Incorporation                   $125    532     PO Box 670
Statutory Agent Update          $25     521     PO Box 788
Certificate of Amendment
by Directors / Incorporators
to Articles                     $50     540     PO Box 1028
Certificate of Amendment
by Shareholders / Members
to Articles                     $50     541     PO Box 1028
Certificate of Dissolution
by Shareholders / Directors /
Incorporators                   $50     561     PO Box 1028
Reinstatement                   $25     525     PO Box 788

Non Profit Corporation
Initial Articles of
Incorporation                   $125    532     PO Box 670
Certificate of Amendment
by Shareholders / Members
to Articles                     $50     541     PO Box 1028



                                14
DOMESTIC CORPORATIONS
                            Fee    Form #       P.O. Box #
Non Profit Corporation - Continued
Statutory Agent Update      $25     521         PO Box 788
Certificate of Dissolution
by Members / Directors      $50     560         PO Box 1028
Continued Existence of
Non-Profit Corporation      $25     522         PO Box 788
Reinstatement               $25     525         PO Box 788

Professional Corporation
Initial Articles of
Incorporation                   $125      532   PO Box 670
Certificate of Amendment
by Shareholders / Members
to Articles                     $50       541   PO Box 1028
Certificate of Amendment
by Directors / Incorporators
to Articles                     $50       540   PO Box 1028
Statutory Agent Update          $25       521   PO Box 788
Reinstatement                   $25       525   PO Box 788
Certificate of Dissolution
by Shareholders / Directors /
Incorporators                   $50       561   PO Box 1028
Biennial Report                 $25       520   PO Box 788

FOREIGN CORPORATIONS
                                Fee      Form # P.O. Box #
For Profit Corporation
Foreign Corporation
Application for License
or Registration of
Corporation Name                $125      530   PO Box 670
Certificate of Amendment
to Foreign Corporation
Application for License         $50       565   PO Box 1028
Statutory Agent Update          $25       521   PO Box 788
Reinstatement                   $25       525   PO Box 788
Certificate of Surrender
of Foreign Licensed
Corporation                     $50       564   PO Box 1028
Resolution of Foreign
Corporation to Qualify                          Submit with
under an Assumed Name           No Fee    591   filing

Non Profit Corporation
Foreign Corporation
Application for License
or Registration of
Corporation Name                $125      530   PO Box 670
Certificate of Amendment
to Foreign Corporation
Application for License         $50       565   PO Box 1028
Statutory Agent Update          $25       521   PO Box 788
Reinstatement                   $25       525   PO Box 788
Certificate of Surrender
of Foreign Licensed
Corporation                     $50       564   PO Box 1028


                                15
FOREIGN CORPORATIONS
                          Fee    Form # P.O. Box#
Non Profit Corporation
Resolution of Foreign
Corporation to Qualify                  Submit with
under an Assumed Name     No Fee 591    filing
Continued Existence
of Non-Profit Corporation $25     522 PO Box 788

Registration of Corporate Name
Foreign Corporation
Application for License
or Registration of
Corporation Name            $50         530   PO Box 670

LIMITED LIABILITY COMPANIES
                                Fee    Form # P.O. Box #
Domestic
Organization / Registration
of Limited Liability
Company                         $125    533   PO Box 670
Limited Liability Company
Certificate of Amendment /
Restatement / Correction        $50     543   PO Box 1028
Statutory Agent Update          $25     521   PO Box 788
Reinstatement                   $25     525   PO Box 788
Certificate of Dissolution of
Limited Liability Company /
Cancellation of Foreign LLC     $50     562   PO Box 1028

Foreign
Organization / Registration
of Limited Liability
Company                         $125    533   PO Box 670
Limited Liability Company
Certificate of Amendment /
Restatement / Correction        $50     543   PO Box 1028
Certificate of Dissolution
of Limited Liability
Company / Cancellation
of Foreign LLC                  $50     562   PO Box 1028

LIMITED PARTNERSHIP
                                Fee    Form # P.O. Box #
Domestic
Application for Registration
of a Registered Partnership
Having Limited Liability
or Certificate of Limited
Partnership                     $125    531   PO Box 670
Certificate of Amendment/
Correction/Restated of
Limited Partnership or
Partnership Having Limited
Liability or Disclaimer of
General Partner Status          $50     542   PO Box 1028
Statutory Agent Update          $25     521   PO Box 788
Reinstatement                   $25     525   PO Box 788


                                16
LIMITED PARTNERSHIP
                                Fee    Form # P.O. Box #
Domestic
Certificate of Cancellation /
Cancellation Amendment /
Withdraw of Limited
Partnership or Partnership
Having Limited Liability        $50     563   PO Box 1028

Foreign
Application for Registration
of a Registered Partnership
Having Limited Liability or
Certificate of Limited
Partnership                    $125     531   PO Box 670
Certificate of Amendment/
Correction/Restated of Limited
or Partnership Having
Limited Liability or
Disclaimer of General
Partner Status                 $25      542   PO Box 1028
Certificate of Cancellation /
Cancellation Amendment /
Withdraw of Limited
Partnership or Partnership
Having Limited Liability       $50      563   PO Box 1028

PARTNERSHIP HAVING LIMITED LIABILITY
                                Fee    Form # P.O. Box #
Domestic or Foreign
Application for Registration
of a Registered Partnership
Having Limited Liability or
Certificate of Limited
Partnership                     $125    531   PO Box 670
Certificate of Amendment /
Correction/Restated of
Limited Partnership or
Partnership Having Limited
Liability or Disclaimer of
General Partner Status          $50     542   PO Box 1028
Biennial Report                 $25     520   PO Box 788
Certificate of Cancellation /
Cancellation Amendment /
Withdraw of Limited
Partnership or Partnership
Having Limited Liability        $50     563   PO Box 1028
Reinstatement                   $25     525   PO Box 788

NAME REGISTRATION
                                Fee    Form # P.O. Box #
Trade Name
Name Registration               $50     534   PO Box 670
Name Registration Update        $25     524   PO Box 788
Renewal                         $25     523   PO Box 788
Change of Ownership Name        $25     558   PO Box 1329




                                17
NAME REGISTRATION
                               Fee    Form # P.O. Box #
Fictitious Name
Name Registration              $50     534   PO Box 670
Name Registration Update       $25     524   PO Box 788
Renewal                        $25     523   PO Box 788
Change of Ownership Name       $25     558   PO Box 1329

Name Reservation
Name Registration              $50     534   PO Box 670
Name Registration Update       $25     524   PO Box 788

FOREIGN NATIONALLY / FEDERALLY
CHARTERED BANKS
                             Fee   Form # P.O. Box #
Foreign / Nationally Chartered Banks
Notification Under Section
1703.031 for Foreign
Nationally/Federally
Chartered Banks              $125    552 PO Box 1329

Trade Mark / Service Mark
Trade Mark/ Service Mark
Application               $125         555   PO Box 1329
Renewal                   $25          523   PO Box 788
Change of Ownership Name $25           558   PO Box 1329

Business Trust
Report of Operation of
Business Trust                 $125    553   PO Box 1329
Amendment to Report of
Operation of Business Trust    $50     557   PO Box 1329
Assignment & Application
for Exclusive Rights of Name
to a Business Trust *          $50     544   PO Box 1028
Resolution of Withdrawal
of Business Trust              $50     559   PO Box 1329
* Assignment of Name of
Business Trust Fee is          $25

Real Estate Investment Trust
Report by Real Estate
Investment Trust             $125      556   PO Box 1329

MERGERS & CONSOLIDATIONS
                               Fee    Form # P.O. Box #
Mergers
Certificate of Merger          $125    551   PO Box 1329

Consolidations
Certificate of Consolidation   $125    550   PO Box 1329




                               18
ADDITIONAL FORMS
                               Fee        Form # P.O. Box #
Statement Under                                 Submit with
Section 1703.17                No Fee     592   filing
Consent for Use of                              Submit with
Similar Name                   No Fee      590   filing
Correspondence Slip                             Submit with
                              No Fee      593   filing
Request for Certificate
of Good Standing or
Certified Copies **           $5        500 PO Box 130
** $25 for a long form Good Standing and $5 for copies that
contain over 100 pages.


SHARES FEE INFORMATION
Number of shares Price per share
1 to 1,000                     $.10 cents
1,001 to 10,000                $.05 cents
10,001 to 50,000               $.02 cents
50,001 to 100,000              $.01 cents
100,001 to 500,001             $.005 (1/2 cents)
More than 500,000              $.0025 (1/4 cents)
See the Shares Calculator at: www.state.oh.us/sos/ for
assistance.




                              19
                                  J. Kenneth Blackwell
                                  Ohio Secretary of State
                                  Business Services Division

                                       I
                                  Walk-In Client Service Center

                                  30 E. Broad St., Lower Level
                                  Columbus, OH 43215

                                  Mailing/Correspondence Address

                                  180 E. Broad St., 16th Floor
                                  Columbus, OH 43215
(published 3/02) Not for resale




                                  toll free 877-SOS-FILE
                                            877.SOS-FILE
                                  e-mail: busserv@sos.state.oh.us
                                  www.ohiospirit.org
     Internal Revenue Service
     Tax Exempt and
     Government Entities
     Exempt Organizations




Applying for
501(c)(3) Tax-Exempt Status




     Why apply for 501(c)(3) status?

     Who is eligible for 501(c)(3) status?

     What responsibilities accompany
     501(c)(3) status?

     How do you apply for 501(c)(3)
     tax-exempt status?
50
Why apply for 501(c)(3) status? . . . . . . . . . . . . . . . . . . 2


Who is eligible for 501(c)(3) status? . . . . . . . . . . . . . 2
  501(c)(3) Organizations . . . . . . . . . . . . . . . . . . . . . . . . . . 4
  Public Charities and Private Foundations . . . . 5


What responsibilities
accompany 501(c)(3) status?                                    .....................7

  Recordkeeping . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
  Filing Requirements                          .............................7

  Disclosure Requirements . . . . . . . . . . . . . . . . . . . . . . . 8


How do you apply for 501(c)(3) status? . . . . . . . . . 9
  Forms to File . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
  When to File                . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

  Determination Letter. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11


IRS assistance and information . . . . . . . . . . . . . . . . . 11
  Specialized Assistance
  for Tax-Exempt Organizations . . . . . . . . . . . . . . . . . 11
  General IRS Assistance . . . . . . . . . . . . . . . . . . . . . . . . 12
  Publications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
  Forms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
1
    (c)(3)

F ederal tax law provides tax benefits to
nonprofit organizations recognized as exempt
from federal income tax under section 501(c)(3)
of the Internal Revenue Code (IRC). It requires that
most organizations apply to the Internal Revenue
Service (IRS) for that status.


This IRS Publication 4220 presents general
guidelines for organizations that seek tax-exempt
status from federal income tax under section
501(c)(3) of the IRC. Content includes references
to the statute, Treasury regulations, other IRS
publications that explain the requirements for
tax-exempt status, and IRS forms with instructions.
Publication 4220 is neither comprehensive nor
intended to address every situation.


To learn more about the rules and procedures that
pertain to organizations applying for exemption
from federal income tax under section 501(c)(3)
of the IRC, see Publication 557, Tax-Exempt Status
for Your Organization. For assistance on 501(c)(3)
status, you may also want to consult a tax adviser.




                                                       1
Why apply
for 501(c)(3) status?
    The benefits of having 501(c)(3) status include
    exemption from federal income tax and eligibility
    to receive tax-deductible charitable contributions. To
    qualify for these benefits, most organizations must
    file an application with, and be recognized by, the
    IRS as described in this publication. Another benefit
    is that some organizations may be exempt from
    certain employment taxes.

    Individual and corporate donors are more likely to
    support organizations with 501(c)(3) status because
    their donations can be tax deductible. Recognition of
    exemption under section 501(c)(3) of the IRC assures
    foundations and other grant-making institutions that
    they are issuing grants or sponsorships to permitted
    beneficiaries.

    An IRS determination of 501(c)(3) status is recognized
    and accepted for other purposes. For example: state
    officials may grant exemption from state income,
    sales, and property taxes; and the U.S. Postal Service
    offers reduced postal rates to certain organizations.



Who is eligible
for 501(c)(3) status?

    There are three key components for an organization
    to be exempt from federal income tax under section
    501(c)(3) of the IRC. A not-for-profit (i.e., nonprofit)
    organization must be organized and operated exclu-
    sively for one or more exempt purposes.

    organized—A 501(c)(3) organization must be
    organized as a corporation, trust, or unincorporated
    association. An organization’s organizing documents



2
(articles of incorporation, trust documents, articles
of association) must: limit its purpose to those
described in section 501(c)(3) of the IRC; not
expressly permit activities that do not further its
exempt purposes, i.e., unrelated activities; and per-
manently dedicate its assets to exempt purposes.

operated—Because a substantial portion of an
organization’s activities must further its exempt
purpose(s), certain other activities are prohibited or
restricted including, but not limited to, the follow-
ing activities. A 501(c)(3) organization:
■   must absolutely refrain from participating in the
political campaigns of candidates for local, state,
or federal office
■   must restrict its lobbying activities to an insub-
stantial part of its total activities
■   must ensure that its earnings do not inure to the
benefit of any private shareholder or individual
■   must not operate for the benefit of private interests
such as those of its founder, the founder’s family,
its shareholders or persons controlled by such
interests
■   must not operate for the primary purpose of
conducting a trade or business that is not related to
its exempt purpose, such as a school’s operation of
a factory
■   may not have purposes or activities that are
illegal or violate fundamental public policy

exempt purpose—To be tax exempt, an organization
must have one or more exempt purposes, stated in
its organizing document. Section 501(c)(3) of the
IRC lists the following exempt purposes: charitable,
educational, religious, scientific, literary, fostering
national or international sports competition, pre-
venting cruelty to children or animals, and testing
for public safety.



                                                            3


       (c)(3)
    501(c)(3) Organizations
    The most common types of 501(c)(3) organizations
    are charitable, educational, and religious.



       CHARITABLE
       Charitable organizations conduct activities that promote:
       - relief of the poor, the distressed, or the underprivileged
       - advancement of religion
       - advancement of education or science
       - erection or maintenance of public buildings,
         monuments, or works
       - lessening the burdens of government
       - lessening neighborhood tensions
       - eliminating prejudice and discrimination
       - defending human and civil rights secured by law
       - combating community deterioration and juvenile
         delinquency

       EDUCATIONAL
       Educational organizations include:
       - schools such as a primary or secondary school, a
         college, or a professional or trade school
       - organizations that conduct public discussion groups,
         forums, panels, lectures, or similar programs
       - organizations that present a course of instruction
         by means of correspondence or through the use of
         television or radio
       - museums, zoos, planetariums, symphony orchestras,
         or similar organizations
       - nonprofit day-care centers
       - youth sports organizations

       RELIGIOUS
       The term church includes synagogues, temples,
       mosques, and similar types of organizations. Although
       the IRC excludes these organizations from the require-
       ment to file an application for exemption, many churches
       voluntarily file applications for exemption. Such recogni-
       tion by the IRS assures church leaders, members, and
       contributors that the church is tax exempt under section
       501(c)(3) of the IRC and qualifies for related tax benefits.
       Other religious organizations that do not carry out the
       functions of a church, such as mission organizations,
       speakers’ organizations, nondenominational ministries,
       ecumenical organizations, or faith-based social agencies,
       may qualify for exemption. These organizations must
       apply for exemption from the IRS. See Publication 1828,
       Tax Guide for Churches and Religious Organizations, for
       more details.




4
Public Charities and Private Foundations
Every organization that qualifies for tax-exempt
status under section 501(c)(3) of the IRC is further
classified as either a public charity or a private
foundation. Under section 508 of the IRC, every
organization is automatically classified as a private
foundation unless it meets one of the exceptions
listed in section 509(a).

For some organizations, the primary distinction
between a classification as a public charity or a
private foundation is the organization’s source of
financial support. Generally, a public charity has a
broad base of support while a private foundation
has very limited sources of support. This classifica-
tion is important because different tax rules apply
to the operations of each. Deductibility of contribu-
tions to a private foundation is more limited than
deductibility of contributions to a public charity.
See Publication 526, Charitable Contributions, for
more information on deductibility of contributions.
In addition, private foundations are subject
to excise taxes that are not imposed on public
charities. The special tax rules that apply to private
foundations are covered in greater detail in
Publication 578, Tax Information for Private
Foundations and Foundation Managers.

Organizations statutorily classified as public
charities under section 509(a) of the IRC are:
■   churches
■   schools
■   organizations that provide medical or hospital
care (including the provision of medical education
and in certain cases, medical research)
■   organizations that receive a substantial part of
their support in the form of contributions from




                                                         5


       (c)(3)
    publicly supported organizations, governmental
    units, and/or from the general public
    ■   organizations that normally receive not more
    than one-third of their support from gross invest-
    ment income and more than one-third of their
    support from contributions, membership fees,
    and gross receipts from activities related to their
    exempt functions
    ■   organizations that support other public charities



    If the organization requests public charity
    classification based on receiving support from the
    public, it must continue to seek significant and
    diversified public support in later years. A new
    organization that cannot show that it has received
    enough public support may request an advance
    ruling of its status. At the end of its advance ruling
    period, usually five years, it must file a schedule
    showing its sources of support. If the schedule indi-
    cates sufficient public support, the organization
    receives a definitive ruling of its public charity sta-
    tus. If the organization does not meet the public
    support requirements in the future, it could be
    reclassified as a private foundation. Unless the
    organization is committed to raising funds from the
    public, it may be more appropriate to consider alter-
    nate statutorily-based public charity classifications.
                       ,
    See Publication 557 Tax-Exempt Status for Your
    Organization, for assistance with determining how
    your organization would be classified.




6
What responsibilities
accompany 501(c)(3) status?

 While conferring benefits on 501(c)(3) organiza-
 tions, federal tax law also imposes responsibilities
 on organizations receiving that status.


 Recordkeeping
 Section 501(c)(3) organizations are required to
 keep books and records detailing all activities, both
 financial and nonfinancial. Financial information,
 particularly information on its sources of support
 (contributions, grants, sponsorships, and other
 sources of revenue) is crucial to determining an
 organization’s private foundation status. See
 Publication 4221, Compliance Guide for 501(c)(3)
                                          ,
 Tax-Exempt Organizations, Publication 557 and the
 instructions to Forms 990, 990-EZ, and 990-PF for
 more information.


 Filing Requirements
 Annual Information Returns – Organizations
 recognized as tax exempt under section 501(c)(3)
 of the IRC may be required to file an annual
 information return: Form 990, Form 990-EZ, or
 Form 990-PF along with Schedules A and B. Certain
 categories of organizations are excepted from filing
 Form 990 or Form 990-EZ including churches and
 very small organizations. See the instructions with
 each of these forms for more information.

 Unrelated Business Income Tax – In addition to
                                   ,
 filing Form 990, 990-EZ, or 990-PF an exempt
 organization must file Form 990-T if it has $1,000
 or more of gross receipts from an unrelated trade
 or business during the year. The organization must
 make quarterly payments of estimated tax on




                                                         7


      (c)(3)
    unrelated business income if it expects its tax for
    the year to be $500 or more. The organization may
    use Form 990-W to help calculate the amount of
    estimated payments required. In general, the tax is
    imposed on income from a regularly carried-on
    trade or business that does not further the organi-
    zation’s exempt purposes (other than by providing
    funds). See Publication 598, Tax on Unrelated
    Business Income of Exempt Organizations, and the
    Form 990-T instructions for more information.


    Disclosure Requirements
    Public Inspection of Exemption Applications and
    Annual Information Returns – Section 501(c)(3)
    organizations must make their application (Form
    1023) and the three most recent annual returns
    (Form 990 or Form 990-EZ) available to the public,
    upon request and without charge (except for a rea-
    sonable charge for copying). The IRS also makes
    these documents available for public inspection
    and copying. Private foundation returns (Form 990-
    PF) filed on or after March 13, 2000, are subject to
    the same disclosure rules. These documents must
    be made available at the organization’s principal
    office during regular business hours. Upon request,
    an organization must furnish copies of the applica-
    tion and the three most recent annual returns. The
    requests may be made in person or in writing. See
    Publication 557 for more information.

    Charitable Contributions— Substantiation and
    Disclosure – Organizations that are tax exempt
    under section 501(c)(3) of the IRC must meet cer-
    tain requirements for documenting charitable con-
    tributions. The federal tax law imposes two general
    disclosure rules: 1) a donor must obtain a written
    acknowledgment from a charity for any single




8
contribution of $250 or more before the donor can
claim a charitable contribution on his/her federal
income tax return; 2) a charitable organization
must provide a written disclosure to a donor who
makes a payment in excess of $75 partly as a con-
tribution and partly for goods and services provid-
ed by the organization. See Publication 1771,
Charitable Contributions – Substantiation and
Disclosure Requirements, for more information.



How do you apply
for 501(c)(3) status?

Organizations that want to apply for 501(c)(3) status
should be aware of the forms required, the user fee,
the filing deadline, and the processing procedures.


Forms to File

  FORM SS-4

  An employer identification number (EIN) is your
  account number with the IRS and is required regardless
  of whether the organization has employees. Include the
  organization’s EIN on all correspondence to the IRS.
  Apply for an EIN by completing Form SS-4, Application
  for Employer Identification Number, by calling toll-free
  (800) 829-4933, or by submitting an online version of the
  form via www.irs.gov. Form SS-4 is available at Social
  Security Administration offices, by request through the
  IRS at (800) 829-3676, and by downloading the form from
  the IRS Web site at www.irs.gov. For more information
  about EINs, see Publication 1635, Understanding Your EIN.

  FORM 1023

  Complete Form 1023, Application for Recognition of
  Exemption Under Section 501(c)(3) of the Internal Revenue
  Code, and mail to the address indicated in the instructions.
  The required user fee must accompany Form 1023. The IRS
  will not process an application until the user fee is paid.
  In some cases, an organization filing Form 1023 must also
  file Form 872-6 consenting to an extension of the statute
  under which the IRS can assess tax on net investment
  income for private foundations.




                                                                 9


     (c)(3)
        FORMS 2848 and 8821

        Attach Form 2848, Power of Attorney and Declaration
        of Representative, if someone other than your principal
        officer or director will represent you on matters about
        the application. Attach Form 8821, Tax Information
        Authorization, if you want the IRS to be able to provide
        information about your application to an employee
        other than a principal officer or director.




     When to File
     Most organizations must file Form 1023 by the end
     of the 15th month after they were created, with a
     12-month extension available. An organization that
     is not a private foundation is not required to file
     Form 1023 unless its annual gross receipts are nor-
     mally more than $5,000. An organization must file
     Form 1023 within 90 days of the end of the year in
     which it exceeds this threshold.

        Example 1: An organization that was created on
        January 1, 2002, and exceeds the gross receipts
        threshold, must file Form 1023 by April 30, 2004.

        Example 2: An organization that was created on
        January 1, 2002, but did not exceed the gross
        receipts threshold until December 31, 2005, must
        file Form 1023 by March 31, 2006.

     An organization that files its application before
     the deadline will be recognized as tax exempt
     under section 501(c)(3) of the IRC from the date of
     its creation. An organization that files an applica-
     tion after the deadline may be recognized as tax
     exempt from the date of the application; it may
     also request exemption retroactive as of the date
     of creation. See the instructions to Form 1023 for
     more information.




10
 Determination Letter
 The IRS tax specialist reviewing an application
 may request additional information in writing. If
 all information received establishes that an organi-
 zation meets the requirements for exemption, the
 IRS will issue a determination letter recognizing
 the organization’s exempt status and providing its
 public charity classification. This is an important
 document that should be kept in the organization’s
 permanent records.




IRS assistance
and information
 The IRS offers help through assistors and with
 reading material that is accessible either online,
 via mail, by telephone, and at IRS walk-in offices
 in many areas across the country. IRS forms and
 publications can be downloaded from the Internet
 and ordered by telephone.


 Specialized Assistance
 for Tax-Exempt Organizations
 Get help with questions about applying for tax
 exemption, annual filing requirements, and infor-
 mation about exempt organizations through the
 IRS Exempt Organizations (EO) division:

 EO Web site                www.irs.gov/eo

 EO customer service        (877) 829-5500

 EO customer service        Internal Revenue Service
 mailing address            TE/GE Customer
                            Account Services
                             .O.
                            P Box 2508
                            Cincinnati, OH 45201




                                                        11


       (c)(3)
     General IRS Assistance
     Get materials on the latest tax laws, assistance
     with forms and publications, and filing information
     through the following IRS resources:

     IRS Web site              www.irs.gov

     federal tax questions     (800) 829-1040

     small business
     federal tax questions     (800) 829-4933

     order IRS forms
     and publications          (800) 829-3676

     IRS Tax Fax               (703) 368-9694
                               Dial from a fax machine,
                               and follow voice prompts
                               to get forms faxed back
                               to you.


     Tax Publications for
     Exempt Organizations
     Get publications via the Internet
     and free through the IRS at (800) 829-3676:

     Pub 517, Social Security and Other Information for
     Members of the Clergy and Religious Workers

     Pub 526, Charitable Contributions

     Pub 557, Tax-Exempt Status for Your Organization

     Pub 578, Tax Information for Private Foundations
     and Foundation Managers

     Pub 598, Tax on Unrelated Business Income
     of Exempt Organizations

     Pub 1771, Charitable Contributions—
     Substantiation and Disclosure Requirements

     Pub 1828, Tax Guide for Churches
     and Religious Organizations

     Pub 3079, Gaming Publication for
     Tax-Exempt Organizations

     Pub 3833, Disaster Relief, Providing Assistance
     through Charitable Organizations
12
Forms for Exempt Organizations
Get forms via the Internet or through your fax
machine (see IRS Tax Fax, page 12):

Form SS-4, Application for Employer
Identification Number

Form 990, Return of Organization
Exempt From Income Tax

Form 990-EZ, Short Form Return of
Organization Exempt From Income Tax

Form 990-PF, Return of Private Foundation or
Section 4947(a)(1) Nonexempt Charitable Trust
Treated as a Private Foundation

Schedule A, of Form 990 or 990-EZ,
Supplementary Information –
Organization Exempt Under Section 501(c)(3)

Schedule B, of Form 990, 990-EZ, or 990-PF,
Schedule of Contributors

Form 990-T, Exempt Organization Business Income
Tax Return, (and proxy tax under section 6033(e))

Form 990-W, Estimated Tax on Unrelated Business
Taxable Income for Exempt Organizations (and on
Investment Income for Private Foundations)

Form 1023, Application for Recognition of
Exemption Under Section 501(c)(3) of the Internal
Revenue Code

Form 2848, Power of Attorney and
Declaration of Representative

Form 8821, Tax Information Authorization




                                                    13
Department of the Treasury
Internal Revenue Service

w w w . i r s . g o v
Publication 4220 (09-2003)
Catalog Number 37053T
              Anycity Housing Corporation
               Board Committee Charges &
                    Responsibilities:
               Executive and Finance Committees

Authority
The following charges and responsibilities of the Executive Committee and
Finance Committee (described below) were approved by the Board of Directors
(“the board”) of Anycity Housing Partnership on February 20, 199__.


Charge and Responsibilities of Executive Committee
The charge of the Executive Committee is to advise the Executive Director,
provide close oversight of administration functions and exercise other executive
authority as delegated by the board of directors.

The chairman of the committee shall be chairman of the board of directors. It
shall include the vice-chairman, secretary-treasurer and other members of the
board who may be nominated by chairman and elected by the board.

The responsibilities of the committee are:
1. Generally, to meet at least once a month in order to carry out its duties, and
   to be available for votes by telephone if necessary.

2. To approve all contracts not to exceed $20,000 for budgeted and planned
   activities. Other contracts will be referred to the board.

3. To propose to the board both new and revised personnel policies including
   benefit packages.

4. Subject to final approval of the board: (a) to hire and, if necessary, terminate
   employment of the Executive Director; (b) to review and approve his/her
   annual work plans; (c) to conduct performance reviews of the Executive
   Director’s work plan approximately monthly; (d) to review Executive Director’s
   compensation annually and at other appropriate times.




Adapted From:
The Enterprise Foundation: Enterprise Resource Database
5. To periodically advise the Executive Director on management issues
   including annual work plans of individual employees, staff structure, policies
   for major contracts and staff compensation policies; and to approve any
   compensation charges for other employees that are within budget guidelines
   and recommended by the Executive Director. Compensation changes not
   within budget guidelines will be approved by the board.

6. At such times that the Executive Director’s position is vacant, to assist the
   chairman in carrying out administrative functions.

7. Working with the Executive Director and staff, to plan for annual planning
   meeting with the full board in the fourth calendar quarter approximately one to
   two months after board elections with the purpose of establishing annual
   goals for the organization.

8. Through the chairman, to periodically report to the board on program
   performance that is positively or negatively at variance with the corporation’s
   annual goals.


Charge and Responsibilities of the Finance Committee
The charge of the Finance Committee is to see that the corporation conducts
sound financial planning and to monitor the expenditure of funds.

The chairman of the committee shall be the secretary-treasurer of the board.
Other members shall be members of the board and appointed by the board
chairman after consultation with the committee chairman.

The responsibilities of the committee are:
1. To advise staff on preparation of annual, special and revised budgets for
   operations and use of project capital, and to recommend such budgets to the
   full board for approval.

2. To review periodic financial reports and report to the board on the
   corporation’s financial performance.

3. To monitor the financial controls of the corporation and the work of its
   accountant(s).

4. To assist the Executive Committee and Executive Director in preparing for the
   board’s annual planning meeting.

5. To advise staff on preparation of, and periodic revisions to, guidelines for
   AHC financial assistance after consultation with other appropriate
   committees; and to recommend such guidelines to the full board for approval.

Adapted From:                             2
The Enterprise Foundation: Enterprise Resource Database
6. With regard to requests for AHC loans or grants, to recommend to the board
   for approval or other action (except for those types of grants or loans for
   which approval has been delegated to the Executive Director by the board).
   The committee may, on its own authority, deny any request, request
   additional documentation or recommend to the board amendments to or
   conditions on grants or loans.




Adapted From:                             3
The Enterprise Foundation: Enterprise Resource Database
              Sample Job Descriptions
        Chair of the Board and Board Member
        Sample Job Description: Chair of the Board

Responsibilities
Provides leadership to the volunteer board in determining that the board meets
all moral and legal responsibilities. Serves as chief spokesperson in all agency
matters. Promotes agency activities aimed at achieving its goals.

   1.     Human Resources – The Chair of the Board has three key areas of
          responsibility in this field:
          a. Board Leadership – Appoints, subject to ratification by the board,
             standing committee chairpersons and such special committees as
             may be deemed necessary to expedite the goals of the agency;
             directs the agency board in the fulfillment of its stated roles; and
             presides in regular and special meetings of the board and its
             executive committee
          b. Leadership Development – Promotes the development of
             selected volunteers to assume future key leadership roles in the
             agency and assist current agency leadership in identifying key
             persons in the community who should be recruited to assist the
             agency
          c. Supervision – Supervises the agency Executive Director, assuring
             that the internal operations of the agency are conducted effectively
             and with maximum efficiency toward achieving its stated objectives;
             supervises standing committee chairpersons to assure that their
             stated functions are being performed

   2.     Planning – Oversees the planning and goal-setting process for the
          agency and ensures that the committees of the board and staff
          members work cooperatively so that the planning functions can be
          accomplished. Ensures that evaluation takes place at the board and
          staff levels, as well as program evaluation.

   3.     Finance – Appoints finance committee and monitors the fiscal policy
          development and management of the agency
   4.     Community Relations – Serves as official spokesperson to the public
          on all agency matters and ensures that the public relations effort of the
          organization is clearly maintained

   5.     Organizational Operations – Ensures that board committee structure
          functions well and that the staff structure is appropriate for the
Adapted From:
The Enterprise Foundation: Enterprise Resource Database
          management of the agency. Monitors legal accountability processes of
          the agency


Minimal Job Requirements
   1.     Demonstrated commitment to goals and objectives of the agency;
          record of having supported the agency by representing it in the
          community and by contributing either financially or of his/her time

   2.     Demonstrated community leadership, which will enhance the agency’s
          image in the general community

   3.     Record of experience as a volunteer leader with responsibility in one or
          more major functions of the agency

   4.     Willingness to expand knowledge of board responsibilities and chair
          responsibilities through ongoing education process

   5.     Willingness and ability to represent the agency to the community

   6.     Six to fifteen hours per month to contribute as leader of the
          organization




Adapted From:                             2
The Enterprise Foundation: Enterprise Resource Database
 Sample Job Description: Agency Board Member

Responsibilities
Together with other members of the board, is legally and morally responsible for
all activities of the agency. Board members are solely responsible for
determining agency policy in the following areas: Human Resources, Planning,
Finance, Community Relations, and Organizational Operations.

   1.     Human Resources
          a. Board members (which includes recruiting new board members,
             recognizing and nurturing existing board members, and providing
             existing board members with opportunities to grow and develop as
             leaders);
          b. Executive Director accountability (which includes hiring, firing, and
             ongoing evaluation of the Executive Director);
          c. Personnel policies (which includes growing policy guidance about
             salaries, benefits and grievance procedures); and
          d. Volunteer involvement (which includes setting policy regarding how
             volunteers should be used; in what areas; and generally how the
             organization should treat, recognize and celebrate its volunteers).

   2.     Planning
          a. Setting and reviewing the organization’s mission/philosophy and
             goals;
          b. Planning for the organization’s future, on a long and short-range
             basis;
          c. Deciding and planning which services/programs the organization
             provides; and
          d. Evaluating the organization’s programs and operations on a regular
             basis

   3.     Finance
          a. Ensuring financial accountability of the organization;
          b. Overseeing an ongoing process of budget development, approval
             and review;
          c. Raising funds and/or ensuring that adequate funds are raised to
             support the organization’s policies and programs; and
          d. Managing and maintaining properties or investments the
             organization possesses.

   4.     Community Relations
          a. Ensuring that the organization’s programs and services
             appropriately address community/client needs;
          b. Marketing the organization’s services/programs;

Adapted From:                             3
The Enterprise Foundation: Enterprise Resource Database
             c. Ongoing public relations, (which includes an awareness that board
                members are always emissaries of the organization in the
                community); and
             d. Cooperative action, (which includes occasions when the
                organization could/should take part in coalition, joint fund raising,
                etc.

     5.      Organizational Operations
             a. Ensuring that the organization’s administrative systems are
                adequate and appropriate;
             b. Ensuring that the board’s operations are adequate and appropriate;
             c. Ensuring that the organizational and legal structures are adequate
                and appropriate; and
             d. Ensuring that the organization and its board members meet all
                applicable legal requirements


Minimal Job Requirements
1.        A demonstrated interest in the agency’s service goals

2.        Specific experience and/or knowledge in at least one area: Human
          Resources, Planning, Finance, Community Relations, or Organizational
          Operations

3.        Representative of some aspect or segment of the population in the
          community

4.        A willingness to expand knowledge of board responsibilities through
          orientation and ongoing education

5.        A willingness to represent the organization to the community

6.        Six to ten hours per month distributed as follows:
          3-4 Board meeting – preparation and attendance.
          2-3 Committee meeting – preparation and attendance
          1-3 Special requests
          - -
          - 6-10




Adapted From:                             4
The Enterprise Foundation: Enterprise Resource Database
 

 

 




                               
                  
    Board Development Activity 
        Sample Mission Statements 
 

 

 

 

 

 
 

 

 

 

 


 
     To inspire and enable all 
 
 
 
     young people, especially 
 
 
 
    those from disadvantaged 
 
 
 
     circumstances, to realize 
 
 
 
       their full potential as 
 
 
 
     productive, responsible 
 
 
 
        and caring citizens. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                  
 
    To provide compassionate 
 
     temporary housing and 
 
       food for homeless or 
 
     needy persons who have 
 
        no other resources 
 
        available to them. 
 
 
 
 
 
 
 
 
 
 
 
 
     To organize  low  income,  
 
      disabled, and minority 
 
 
         individuals to be 
 
 
      advocates on their own 
 
 
       behalf in addressing 
 
 
     essential issues affecting 
 
 
     the quality of their lives 
 
 
      while providing direct 
 
 
    services to help meet basic 
 
 
          survival needs. 
 
 
                   
 
 
 
 
 
 
 
 
 
 
 
 
                   
 
 
    To work with families and 
 
 
     communities to improve 
 
 
      leadership skills, food 
 
 
    production, income earning 
 
 
       opportunities, health 
 
 
      education and literacy. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                 
 
 
 
     Increase the amount of 
 
 
 
    affordable housing and 
 
 
 
     home ownership in the 
 
 
 
           community 
 
 
 
    and help those residents 
 
 
 
      achieve better lives. 
 
 
 
 
 
 
 
 
 
 
 
 
 
                                 
                                 
                                     
 
 
 
 
 
 
     To promote the provision 
 
 
 
    of services to ex‐offenders 
 
 
 
       and their families by 
 
 
 
      networking within the 
 
 
 
     public and private sectors 
 
 
 
       and providing the ex‐
 
 
 
     offender the opportunity 
 
 
 
    to successfully re‐enter the 
 
 
 
            community. 
 
 
 
 
 
 
                             
 
 
 
 
 
 
                     
 
 
 
                     
 
 
 
    To motivate young adults, 
 
 
 
     ages 13‐35, especially the 
 
 
 
    economically poor who are
 
 
 
      ʺat riskʺ, to mature into 
 
 
 
      responsible, productive 
 
 
 
        adults through self‐
 
 
 
              direction. 
 
 
 
 
 
 
 
 
 
 
 
 
                             
              
Board Development Activity 
      Sample Biographies 
Marie Jones- Ms. Jones is the Vice President of Sales and Marketing for the ABC Company in
New York. Currently, she manages the marketing efforts for the largest pain management group
in New York as well as a start-up record label owned by ABC Company. Ms. Jones is a tech-
savvy executive with nearly 20 years of experience managing sales and marketing efforts for
diverse companies and industries. She has a proven track record of sales efficiency and began
her career as the CEO of a publishing company. She received her bachelor’s degree from State
College in London where she majored in biochemistry and minored in physics. Ms. Jones
specializes in relationship building, securing strategic alliances and developing effective
marketing collateral.

Brian Taylor- Mr. Taylor is a Senior Account Manager with ABC Company. His current
position requires that he maximize sales of technical services to nationwide companies as well as
provide leadership and coaching to the sales team. Mr. Taylor’s key accomplishments include
delivering presentation that led to national contract, negotiating new contracts and training new
employees. Early in his career, he often received “preferred supplier” status. Mr. Taylor earned
a B.S. in Marketing Management from ABC University in San Diego, California. He specializes
in solution-based sales, development of strong business relationships and using public relations
to promote business.

Sarah Lynn Grant- Ms. Grant is an experienced, energetic professional educator with a
reputation for creative lesson plans, passionate instruction and excellent classroom management
skills. She is fluent in both English and Spanish and is experienced in developing rapport with
children from diverse socio-economic and cultural backgrounds. Her career has been
highlighted by her development of Cosgrove County’s first-ever summer reading program as
well as teaching English as a Second Language classes. Her academic course work, B.A. in
Secondary Education and B.A. in Education at the University of Nebraska, has influenced her
commitment to high quality education of children.

Stewart W. Frank, JD- Mr. Frank is a top-tier graduate of Columbia Law School with four
years’ experience as an energetic and team-focused corporate generalist. Background in contract
negotiations, mergers and acquisitions, intellectual property/software licensing, litigation, and
domestic and international legal matters. Solid understanding of the relationships between the
law and furthering business interests with proven ability to successfully position organizations
for profitable global expansion and seven-figure VC funding. Senior executives regard Mr.
Frank as a key advisor with ability to correctly interpret situations where the law is unclear.
Possess a creative legal mind; quickly grasp complex technical concepts with ease.
Specializations include negotiation, conflict resolution and budgeting and policy development.
He is also a member of the American Bar Association and Corporate Bar Association.
Joe Executive- Mr. Executive is a highly accomplished visionary Executive with domestic and
international experience in operations, P& L management, multi-channel product distribution,
strategic positioning, technology development, acquisitions, and strategic planning with both
startup and growth organizations. Results-oriented, decisive leader with proven success in new
market identifications, strategic thinking and problem solving. Proven track record of increasing
sales, global market share, and profitability. Tendency to thrive in dynamic and fluid
environments while remaining pragmatic and focused. Currently, Mr. Executive serves as
President and CEO of a $40 million communications infrastructure service provider. He
received his MBA from the University of Michigan and is a member of both the Institutes for
Global Communications and the Asian American Manufacturing Association, AAMA.

Stuart B. Preston- Mr. Preston is a motivated, proven performer in retail operational
management and sales for multiple industries, telecommunications, computer technology and
off-price clothing. Record-setting sales leader skilled in coaching best practices and maximizing
profits. Fast-track career progression and history of repeated rewards. Committed to providing
an atmosphere of exceptional employee morale and impeccable customer service. Mr. Preston
received degrees in business communication, accounting, small business management and
marketing from Washington State University. Throughout his career, he has been rewarded as a
top salesman based on performance. He specializes in business development, fiscal
management, motivational training and loss prevention initiatives.

Dale F. Wang- Mr. Wang is an SHRM certified human resources representative with seven-year
track record of hands-on experience in HR operations in both union and non-union
environments. Energetic leader of professional development, incentive and bonus programs.
Solid knowledge of labor laws, OSHA requirements, and benefits administration. Demonstrated
ability to work effectively with all levels of employees. He is multilingually fluency
(English/Spanish/Chinese), superior communication/presentation skills, and in-depth awareness
of multicultural issues. Proven ability to diffuse highly charged situations. After completing the
bachelor’s of science degree in Human Resource Management at Ball State University, Mr.
Wang began working with the HR department of an insurance company. His current position as
Human Resource Manager with ABC Corp. requires him to use his specialty skills such as labor
laws, contract negotiation, development and deliver of corporate training program, recruiting,
screening and hiring, mentoring and conflict resolution. Mr. Wang is a member of the Society
for Human Resource Management.

Jeremy McLaine- Mr. McLaine is a mortgage services executive who is astute, results-oriented
leader with proven success in managing multimillion-dollar mortgage, home equity, and
consumer lending product operations. Background includes achieving profitability within eight
months of operations; six months ahead of plan at First Home Funding Group with leading
technology and product offerings and innovative expense management. He is a critical thinker
and adept negotiator who can apply extensive knowledge of industry and government regulations
to rapid revenue & profit growth opportunities. Expertly directs resources, technology and
expenses. Published in numerous trade journals with additional expertise in; strategic planning,
process improvement and employee development. Mr. McLaine has extensive experience in
banking following his graduation from the American Institute of Banking in New York.
Carole Chun- Ms. Chun is an accountant who is a meticulous, bilingual professional with
extensive experience at a major accounting firm. Audit portfolio includes private and publicly
held companies in diverse industries, including banking and manufacturing. She is an excellent
communicator who is fluent in English and Mandarin, conversant in Cantonese and Hokkien and
possesses working knowledge of Malay language. Strong team-working and multi-tasking skills,
successfully completes projects within time & budget constraints. Attended the AIESEC
Management Training Program. Currently, she is an accountant for Leverpol & Solomon in
Singapore where she has enhanced productivity. Ms. Chun has a bachelor’s of arts degree in
accounting and financial management as well as a certificate of education.

Christina Forsyth- Ms. Forsyth is an award-winning, bilingual Exporter with an impressive
background in the strategic sale and marketing of high-grade nickel-plated steel, laminated steel
and tin bill products in North & South America, Europe and Oceania. Innovative and articulate
in negotiating contracts with major firms, increasing profits in and otherwise conservative
industry, and providing patent/technical assistance to the commodity lineup. Former systems
administrator for the English government and fluent in English and Japanese. After graduating
from the College of William and Mary with a degree in economics and government, Ms. Forsyth
became the youngest recipient of the Metal Group CEO’s New Business Award. Her specialties
include contract negotiations, lobbying, technical assistance and patents.

Chris Montoya- Mr. Montoya has more than four years experience in developing strategies and
proposals for generating revenue. He is comfortable initiating and building rapport with affluent
individuals as well as highly skilled in research and writing. In the development department of
the Environmental Resource Center, he acted as a liaison to individual donors, cultivated
ongoing relationships and encourage donor involvement in fundraising activities. He also has
experience as a campaign fundraiser and successfully raised funds for projects as well as acting
as media relations expert for the same Resource Center. After completing the degree
requirements for English Literature at the University of Pennsylvania, Mr. Montoya developed
successful fundraising strategies and wrote successful grant proposals for the Center for the
Support of Nonprofit Organizations.

Steven L. Winston- Mr. Winston is a Senior Operating and Management Executive with strong
domestic/international P&L management experience driving market share, revenue and profit
growth. Successfully led an Australian Greenfield start-up with outstanding financial results a
British turnaround from stagnation to divisional growth and earnings leadership and an American
“cash cow” division to a growth engine without sacrificing profitability. He has superior
strategic aptitude and visionary with a clear sense of purpose and urgency. Talent for making
rapid assessments of diverse situational challenges and then developing and leading the resulting
action plans. Currently, Mr. Winston is the President and CEO of Soledyne Corporation where
he is in charge of strategic planning and P&L management. He specialties include business
process & strategy development, joint ventures & strategic partnerships, strategic and operational
planning, acquisition negotiation & assimilation and forecasting, budgeting & cost controls. Mr.
Winston has an MBA from Wharton’s School of Business at the University of Pennsylvania.
Marilyn B. Rhodes, Esq.- Ms. Rhodes is a corporate attorney and retail operations manager
with exception expertise in both legal affairs as well as multi-location, high-volume retail
operations. She provides strategic legal counsel and transactional expertise, while
simultaneously leading a broad-based operating team. She is a skilled negotiator with superior
skills in strategic planning and business expansion. A process-oriented leader whose ability to
consistently streamline operations has resulted in significant gains in profitability. J.D./M.B.A.
degrees were acquired from Temple University Law School and Wharton Business School
respectively. Bar admissions in New Jersey, Maryland and District of Columbia, as well as the
U.S. court of Appeals, 3rd Circuit. As the Chief Legal Officer and Director of Operations for
Windsor Electronics, Ms. Rhodes employs her legal skills in commercial and regulatory law,
including contracts, leases & business transactions, licensing & strategic alliance agreements and
risk management. In addition, she possesses a variety of business operational skills including
budgeting, financial planning, equity/debt financing, capital acquisition, facilities planning,
development & management and organizational leadership & team building.

Thomas L. Woodford- Mr. Woodford is a Chief Financial Officer with solid domestic and
global financial management experience across multiple business environments. He combines
strategic and tactical financial expertise with strong qualifications in opportunity identification,
business development, general operations and P&L management. He has a record of reversing
financial declines and capturing cost reductions through process redesign and performance
management. Mr. Woodford is skilled at partnering finance with core business operations and
developing highly productive cross-enterprise alliances. Currently, Mr. Woodford is the Vice
President and CFO of Covington Institutional Financial Corporation where he specializes in
strategic & tactical business planning, financial analysis, modeling & planning, business process,
strategy development, change management, organizational design, SEC filings/reporting,
mergers, acquisitions & corporate integration as well as global contract assessment. Mr.
Woodford completed the MBA program at Stanford University and has continually improved
business results for a variety of businesses.

Mark T. Warner- Mr. Warner is a talented recreational director who combines 15 years of
experience as a professional athlete with excellence in planning and mentoring to develop and
grow global cultural, educational, recreational and sports-related programs. He has successfully
promoted events such as Magic Johnson’s All-Star Basketball Game, the Ice-Skating World
Championship, and the World Championship Chess Tournament. Additionally, he represented
the Tycoon Special Olympics for boys and girls of all ages as well as the disabled. Mr. Warner
coordinated basketball clinics for international universities such as College Du Lemon and
Webster University. Strengths include administrative management and well-honed problem
analysis/resolution skills. Demonstrated success at organizing, developing and supervising
recreational and promotional events. He has been extremely successful working with children,
the elderly and the disadvantaged. An effective communicator, strategic thinker and negotiator.
Mr. Warner received his bachelor’s of science degree from the University of Tennessee in the
field of recreation and physical therapy. He also has experience with public relations. As a
professional athlete, he promoted charity events and represented children in job placement
efforts.
Madeline Walker- Mrs. Walker is a fulltime mother of three. She attended The Ohio State
University, receiving a bachelor’s degree in secondary education. From 1993 to 9998 she taught
seventh grade science at Hilliard Heritage Middle School. She currently manages a part-time
catering business and serves on the local PTA.

Pastor John McDonald- Pastor McDonald is a truly skilled communicator with an excellent
ability to read, listen, speak and write. He is comfortable orating in front of small and large
groups alike, and good ministers can motivate, enthuse and inspire their congregations. In
addition, he has been educated in conflict resolution and psychology. Pastor McDonald has an
uncanny ability to make people feel comfortable and can relate to wide spectrum of individuals.
Using his knowledge of a number of subjects, he councils community members on an array of
issues but especially enjoys working with teens.
Sarah Lynn Grant- Sarah is an accomplished elementary school teacher who has a proven track
record as a leader in her community. Ms. Grant specializes in working with children with a
parent in prison. She has developed a nationally recognized program that assists children of
broken homes in succeeding at school. So far, her program has helped 120 children who grew
up with a parent in prison, graduate high school and attend college. In addition to her teaching
duties, she leads a community, non-denominational prayer service every Saturday night and
encourages at-risk teens to attend so that they have an alternative activity on the weekend. Ms.
Grant teaches third grade and coaches the middle school basketball team.
              Board Composition Analysis Tool:
      Recruitment Profile Composition Review (Detailed)
This board composition analysis tool helps identify the skills, experience, contacts
and valuesmembers of the board bring to the organization. It can be used to
develop a profile of the board members’, and to evaluate and identify their areas of
influence. This tool is useful in identifying the types of people the board needs to
effectively govern the organization.

1. Customize the grid for your board by listing indicators relevant to the work of
your organization. Insert the names of current board members.

2. Use the grid to assess the qualities and indicators which describe each board
member.

3. Identify which board members will be retiring or resigning and consider the
attributes your board will be losing when they leave.

4. Remember, some desired qualities will likely change each year depending upon
the needs of the organization.

Use the first grid on the next page as an example.

Use the second grid as a tool to customize for your organization.




Adapted from:
Board Building: Recruiting and Developing Effective Board Members for Not-for-Profit
Organizations
                                           Board Composition Review
Qualities                        Indicators                    Current Board   Future Board




                                                                                              Name
                                  Past or Current member
                                    of the organization
Supports the values and mission
      of the organization       Demonstrated support of
                                the activities that further
                                      the mission

                                  Positive and Constructive
                                  Able to work as part of a
                                           team.
       Personal Qualities
                                      Future Oriented
                                   Willing to be involved in
                                  training and development

                                  Able to devote adequate
                                      time and energy

   Time and Financial Supoprt      Willing to be involved in
                                     undraising and other
                                    reource development
                                           activities
Qualities                     Indicators                 Current Board   Future Board




                                                                                        Name
                              Corportate and Business
                                    Local Media
                                       Unions
        Area of Influence              Political
                                      Funders
                                    Government
                                  Other nonprofits
                                   organizations
                                Constitution / Bylaws
                                Policy Development
                                      Planning
                                 Board Recruitment
                                  Grantsmanship
                                   Annual Giving
                                  Planned Giving
            Specific Skills        Capital Giving
                              Budgeting/Fiscal Control

                               Contracting/Negotiating
                                 Advocacy/Lobbynig
                                  Public Relations
                                  Development and
                                      Training
Qualities                Indicators                Current Board   Future Board




                                                                                  Name
                                Finance
                               Personnel
       Board Committee         Nominating
                          Resource Development
                               Executive
                                  Male
             Gender
                                 Female
                                 over 65
                                  51-65
               Age                36-50
                                  21-35
                                under 21
                             Years on Board
                           Years active in other
            Experience
                             roles within the
                              organization
           Sample Guidelines for Effective Meetings
AGENDA RULES
     Every Committee meeting should have a written agenda
     All agenda items should be discussed
     Items not on the agenda should not be discussed

RULES ABOUT TIME
      Committee meetings should start on time
      The agenda should be followed as planned
      Meetings should end on time
      A long-range schedule should be established to assure that important items will appear
      on the agenda when relevant

FRACTION RULES
      There is a RULE OF HALVES that is hard to follow, but it makes sense: agenda items
      should be submitted no later than half the time between meetings
      RULE OF THIRDS: divide the meeting agenda into 3 parts, with the most important items
      scheduled for the middle third
      RULE OF THREE QUARTERS: send the agenda and other relevant materials to
      Committee members no later than three quarters of the way between meetings

AGENDA-RELEVANT MINUTES
     Major views or viewpoints should be reported without names
     Reports of discussion or debate should be summarized
     Actions taken must be recorded

RULES FOR HANDLING REPORTS
      List only reports that are important at this time
      Indicate what action, if any, is to be taken on the report
      Reports requiring no action can be summarized
      Prepare executive summaries

RULES OF THIRDS FOR DIVIDING THE AGENDA
      Brief, agenda-relevant minutes should be entered first, followed by informative
      announcements
      Decision items, beginning with the least controversial, are discussed next
      Talk over “for discussion only” items and prepare for interim action and next morning
          TASKS TO BE PERFORMED BY STAFF MEMBERS
1.          Phased Volunteer Recruitment

     a.              identify potential candidates
     b.              involve them as partial members or on subcommittees around
            their interests, capacities, or on special tasks
     c.              recruit for full membership after testing period

2.          Committee Administration

     a.            get the agenda out (see “Rule of Halves and Rule of Three
                   Quarters”)
     b.            check on members’ efforts to do assignments, provide necessary
            information and technical assistance
     c.            see to it that reports are ready (both full and executive
            summaries)
     d.            arrange for proper meeting set-up (facilities, equipment, etc.)

3.          Consultation and facilitation

     a.            provide individual or group consultation on committee
                   participation
     b.            keep chair and members informed of policy issues
     c.            analyze choices; their costs and benefits
     d.            stimulate, motivate and indicate relevance of committee work
     e.            head off conflicts or frustrations by interpreting difficulties
     f.            target discussion or other activities
     g.            help chair draw out silent members and orchestrate discussion

4.          Technical Assistance on Procedural or Substantive Issues

     a.           help members perform tasks as minute takers, chairs, fiscal
            managers, task force members, etc.
     b.           provide substantive information on major agenda items
     c.           link members to other committees or to relevant sources of
            knowledge and expertise
     d.           trouble shoot

5.          Training and Career Counseling

     a.            train committee members in the performance of their roles
     b.            educate them on the issues before them
     c.            facilitate them in their horizontal and vertical movements within
            the organization
                            Board Development Sources

The Enterprise Foundation (Governance section):
      www.enterprisefoundation.org

Internal Revenue Service:
        www.irs.gov

Ohio Secretary of State:
       www.sos.state.oh.us/sos/

Nonprofit Governance and Management Centre:
      www.governance.com.au/

Alliance for Nonprofit Governance (ANG):
        www.angonline.org/

United Way of Canada- Board Development Resources:
       www.boarddevelopment.org/

Board Café:
      www.boardcafe.org

Board Source:
       www.boardsource.org/

CompassPoint nonprofit services:
     www.compasspoint.org/

Free Toolkit for Board of Directors:
       www.mapnp.org/library/boards/boards.htm

Hurwit and Associates- Legal Council for philanthropy and the nonprofit sector:
       hurwitassociates.com/index.html

Nonprofit Good Practice Guide:
      www.nonprofitbasics.org/

								
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