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So you are a non-profit, now what? Best Practices for Non-Profit Corporations. Karim A. Ali Ohio Association of International Baccalaureate World Schools September 27, 2013. Agenda. 501(c)(3) Application Process Code of Regulations Conflicts of Interest Policy
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So you are a non-profit, now what?Best Practices for Non-Profit Corporations Karim A. Ali Ohio Association of International Baccalaureate World Schools September 27, 2013
Agenda • 501(c)(3) Application Process • Code of Regulations • Conflicts of Interest Policy • Best Practices – Non-Profit Corporation Governance • Next Steps
501(c)(3) Application Process • Submit Form 1023 • IRS Review • IRS Comments / OAIBWS Responses • Final IRS Review • IRS Decision
Code of Regulations • Supersedes the OAIBWS constitution • “Charitable Purpose” • “No Private Inurement” • Limited Purpose • Officer Duties • Officer Removal • Action without a meeting
Conflicts of Interest Policy • Highly recommended by the IRS • Members of the Executive Board (and representatives of member schools) should disclose their personal or financial interest in matters coming before OAIBWS • Avoid private benefit
Best Practices • Duty of Care • The executive board has a legal duty to exercise due diligence in good faith- • Executive Board must use reasonable prudence • Executive Board must reasonably believe a decision is in the best interest of OAIBWS • Executive Board has a duty to inquire
Best Practices • Duty of Care • Executive Board must be informed about the financial status of OAIBWS • Executive Board must have full and accurate information to make informed decisions
Best Practices • Duty of Loyalty • The executive board has a legal duty to act in the best interest of OAIBWS rather than their personal or financial interest.
Best Practices • Non-Profit Governance • Financial reporting and monitoring • Established expense approval process • Financial audits (at least annually) • Formal approval of expenses exceeding $250.00 • Document decision making • Re-evaluate processes annually • Permanent mailing address for OAIBWS
Next Steps • Document retention policy • Annual reporting obligations • Approval of governance documents
Contact Information Karim A. Ali Porter Wright Morris & Arthur LLP 41 South High Street Suite 2900 Columbus, OH 43201 (614) 227-2023 kali@porterwright.com