CA Corp Code 5510 + seem to allow proxies to achieve a quorum and to take actions "if allowed"
5516 allows for unanimous consent "if allowed"
Does this mean if the by-laws permit, both can be so used? Thx

answered on Mar 14, 2023
The general rule for public benefit corporations is that "Any member may authorize another person or persons to act by proxy with respect to such membership." Corp Code Sec 5613(a). However, that section says that "this right may be limited or withdrawn by the articles or bylaws,... Read more »
A member is requesting FY2021 Annual Financial report, all financial records for FY22 including incoming funds, and outgoing funds (checkbook stubs/ledger), money market balance, and "bottom line" total assets as of now (checking, money market, CD's and anything else).

answered on Mar 8, 2023
Let's start with the FY21 financial report. Under Georgia law, a nonprofit corporation "shall furnish" a member with a copy of "its latest prepared annual financial statements ... in reasonable detail as appropriate, that include a balance sheet as of the end of the fiscal year... Read more »
Would this be done using the Articles of Amendment on the Secretary of State website? If so, would it be added in the Additional Amendment Info area and what wording should be used?

answered on Feb 17, 2023
It's very unlikely that you need to file anything with the state to add new directors. It is likely that your 501(c)(3)'s bylaws contain a provision that sets out the minimum and maximum numbers of directors and how the directors are chosen. To add new directors, your most likely course... Read more »
We are an unincorporated association with members that do philanthropic work in the community. We want to unify with our sister entity, a public benefit corporation which manages the property we and other community groups use for meetings. The members of the public benefit corporation are the... Read more »

answered on Jan 10, 2023
An unincorporated association does not need permission from the Secretary of State to give away its property and dissolve, but an unincorporated association that exists for charitable purposes almost certainly needs to get permission from the Attorney General's office. Groups that have assets... Read more »
We need a quorum of 50% of members to pass a resolution. We may not have 50% available to vote in person. Is an email ballot to be mailed in and opened during the meeting sufficient?

answered on Jan 10, 2023
The law allows for voting by mail or email, but the question of whether a particular organization can take advantage of those methods depends on certain facts.
To start with "unless prohibited in the articles or bylaws, any action which may be taken at any regular or special meeting of... Read more »
Our school usually operates by training grants or direct training paid by other agencies training grants. Students rarely pay for tuition themselves. We serve low skilled, low-income individuals. It is a main part of the services we provide (especially as we pursue programmatic grants with... Read more »

answered on Dec 11, 2022
To answer your first question, "can a nonprofit operate a for-profit," there is nothing that prohibits this and it happens fairly frequently. Depending on the details, the for-profit enterprise can be a wholly- or majority-owned subsidiary of the nonprofit. You will want to be very... Read more »

answered on Dec 3, 2022
It depends.
Let's start with one assumption: that there is no provision in the corporation's bylaws or other governing documents that requires distributions. If the governing body of the corporation has voted to require annual distributions, then the leadership of the... Read more »
Beginning of this month I filed my articles of incorporation and today the Secretary of State of California approved the articles of incorporation and I am unsure what to do next?

answered on Sep 24, 2022
Congratulations on starting your nonprofit. You have chosen an unusual path by using the LLC formation method. One of the first things you will likely want to do is to file a "statement of information" with the Secretary of State -- usually within about 90 days from when you filed your... Read more »
Hi we are running small church for Wthiopian community and we received a letter that we should submit some form by October 22,2022 along with a check of $243
We are new to USA system and have no idea what this means. We are non revenue church but not business. What shall we do?

answered on Sep 14, 2022
Even though your church is not a business, in California it was probably organized as a "Religious Corporation" under the California nonprofit corporations law. Corporations in California, even churches, are required to file a "Statement of Information" with the California... Read more »
business. Business has been around for 37 years. We want to apply for 501c3 status to diversify our income and open up our services to more contracts and help more people. Currently, mostly are federal grants and we haven't earned profit in years.

answered on Sep 14, 2022
You will almost certainly need to re-draft your Articles of Incorporation if you want to convert from a for-profit corporation to a not-for-profit corporation.
First, under Illinois law your new not-for-profit is required to have, as its purpose, one of the allowable purposes listed in the... Read more »
I started working 3 years ago in a registered 501c3 (school) in New York. I am a school leader and requested to see a copy of the school bylaws so I could understand as much as possible about how the school works. I was told it was an inappropriate request. I have concerns about board governance... Read more »

answered on Aug 21, 2022
You can almost certainly get a copy directly (and anonymously) from the New York Attorney General's office website. Go to the AG's office's Charities Bureau online. (https://www.charitiesnys.com/home.html) Enter the name of the 501(c)(3) in the "Search Charities Registry"... Read more »

answered on Aug 9, 2022
It depends. Because you tagged this question with both "business" and "employment," I'm assuming that the profit-sharing contract you are asking about is a contract with an employee of the nonprofit organization. If so, you are dealing with a question involving a topic that... Read more »
Our HOA was administratively dissolved in 2009. We bought our home in 2020. The HOA has yet to reinstate their conpany and are trying to collect dues from us.

answered on Jul 24, 2022
A short answer is "no and yes."
Here's a longer answer: Any corporation in Kansas, including a nonprofit corporation, will generally lose their ability to engage in the purpose for which they were formed once they have been administratively dissolved. That's the... Read more »

answered on Jun 4, 2022
Like almost any good legal question, the answer is "it depends." Generally, an individual person can be given the ability to hire and fire employees without calling for a board vote. But a more specific answer is that you should look at your association's bylaws. Under Maryland law,... Read more »
I am the founder and president of a non-profit organization, registered in Missouri since 2019. A former board member has stolen the intellectual property of the organization and is using the organization's name for personal use. They have removed my access to the domain name in the... Read more »

answered on Jun 4, 2022
The devil is going to be in the details on this, and there are probably dozens of follow-up questions that a nonprofit attorney (which I am) or an intellectual property attorney (which I am not) would ask you. But here are some thoughts.
This type of situation often arises when two or more... Read more »
For example, can a pet rescue sell dog bandanas and treats if the proceeds goes straight back into running the rescue (buying dog food or covering vet bills)?

answered on May 30, 2022
A short question that will probably never get you a short answer from a nonprofit lawyer. The IRS calls this "unrelated business income," and the rules about UBI can be pretty complex. Nonprofit lawyers and tax-exempt CPAs spend a lot of time trying to learn and navigate those rules.... Read more »
We would like to know if NpO has existed for three years ,but has not registered with AG for three years, but it has been taking donations and other activities (jot much formality or normal meeting records keeping as you may guessed) , we want to know the consequences if this not not registered... Read more »

answered on Apr 30, 2022
There are a lot of issues here. If this were to come into my office, we would probably spend a lot of time just talking about the facts and history before giving any advice. And the advice would depend on whether I am speaking to an officer, board member, donor, member of the public, etc.... Read more »
Hi. On the cover sheet of filing this election of wind up and dissolve, it stated that one can file in person with$15 handling fees. Where do you go to hand it in in person? The PO box is in Sacramento. Do we have an office of SOS in Ventura or LA for in person filing ?

answered on Apr 29, 2022
There is an office in Los Angeles, but the Secretary of State limits what items can be filed in person at that office. That office "distributes forms and informational materials" and will accept drop off of "corporation name reservation requests," "Articles of... Read more »
On the filing of article incorporation of a NPO, two purposes available for ticking : Public purpose and Charitable purpose. What’s the difference? Also If Public purpose is checked can the organization still get 501(c)(3) tax exempt status ?

answered on Apr 28, 2022
A good question. It's not helpful that courts in California have frequently used the terms "public purpose" and "charitable purpose" interchangeably.
Taking your last question first: the IRS will not likely deny a 501(c)(3) determination if you check the box for... Read more »
I lease a 2 story building for a live theatre. The theatre occupies the 1st floor. I want to create a theatre non-profit.
The building has a 2nd floor. It's not part of the theatre. Sometimes the second floor is occupied through a sub-lease which is allowed in my lease, sometimes it... Read more »

answered on Apr 21, 2022
This question raises many of the big issues that nonprofit attorneys work on. You definitely should talk to a local nonprofit lawyer because there are LOTS of issues lurking here.
Issue 1: Are you sure you should be a nonprofit? One thing that a lawyer for nonprofits will probably do here... Read more »
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