California allows a for-profit corporation to convert into a nonprofit public benefit corporation and vice versa provided that certain steps are followed for each respective process. For-profit corporation to Nonprofit corporation Generally, a for-profit corporation can convert to a nonprofit public benefit corporation by amending of its articles of...
You’ve Gotta Have Heart
I recently skimmed You've Gotta Have Heart: achieving purpose beyond profit in the social sector by Cass Wheeler, former CEO of the American Heart Association (1997-2008). Wheeler's stated goal of writing the book: "to increase your organization's or your operation's effectiveness by 5 percent (or better) over your current...
California Attorney General Sues Charities, Directors & Fundraisers
From a May 29, 2009 news release from the Office of the Attorney General: As part of a nationwide crackdown on fraudulent charities, Attorney General Edmund G. Brown Jr. is filing today eight lawsuits against 53 individuals, 17 telemarketers and 12 charities that "shamelessly exploited" people's generosity and squandered...
Board Actions by Email – California Nonprofits
While it may be common practice for nonprofit boards to take action by email voting, this may not be permissible under the California Nonprofit Corporation Law. Boards may take action only at a duly held meeting or by unanimous written consent. The issue then is whether an email vote...
Number of Directors – What’s the Best Practice?
My lawyerly reponse to the question of how many directors a nonprofit corporation should have is “it depends.” The Panel on the Nonprofit Sector, in its Final Report to Congress and the Nonprofit Sector (2005), states that “he ideal size of a board depends on many factors, such as...
Council on Foundations 2009 Annual Conference
For those like me who were unable to physically attend the Council on Foundation's 60th Annual Conference, you could still get some of the great information shared at the Conference via blogs and tweets. Of course, you would have missed out on the commingling, networking, and energy associated with...
Private Letter Rulings and the L3C
2009 is an interesting year for the low-profit limited liability (L3C) concept because it presents the first test of an L3C’s ability to operate under current federal law and IRS regulations. One concern raised is the process by which private foundations will make program-related investments (PRIs) to this new...
Charitable Trusts & The Financial Meltdown – Erik Dryburgh
Erik Dryburgh of Adler & Colvin presented a program for the San Francisco Foundation on April 28, 2009 titled "Charitable Trusts and the Financial Meltdown: What to do With Underwater CRTs and Foundations." Dryburgh opened the program describing the scenario as a "philanthropic train wreck." He noted that some...
IRS Form 990 Filing Tips – Part One
The IRS recently released the first in a series of filing tips for tax-exempt organizations and tax practitioners as they prepare to file the redesigned 2008 Form 990. Preparation Checklist Determine whether you are eligible to file the Form 990-EZ for 2008 Review the redesigned 2008 Form 990 Review...
Hey There Director
At the nonprofit governance seminar I presented with fellow EO attorney Cherie Evans at the Bar Association of San Francisco, we had the treat of hearing Sheila Warren, another EO attorney and lead singer of Stimulus Package, sing my parody Hey There Director, summarizing our seminar. Due to popular...
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