REPRESENTING
THE
NONPROFIT
ORGANIZATION
MARILYN E. PHELAN
Professor of Law
Texas Tech University School of Law
6
Callaghan
CALLAGHAN & COMPANY
3201 Old Glenview Road/Wilmette, Illinois 60091
TABLE OF CONTENTS*
CHAPTER
§ 1:01.
§ 1:02.
§ 1:03.
§ 1:04.
§ 1:05.
§ 1:06.
§ 1:07.
§ 1:08.
§ 1:09.
§ 1:10.
§ 1:11.
§ 1:12.
§ 1:13.
§ 1:14.
§ 1:15.
§ 1:16.
§ 1:17.
§ 1:18.
§ 1:19.
§ 1:20.
§.1:21.
§1:22.
§ 1:23.
§ 1:24.
§ 1:25.
§ 1:26.
~';~:~?'
§l:28.
1
Organization of a Nonprofit Corporation.
Articles of IncofPoration.
- Form for Articles of Incorporation.
- Purpose Clause.
Corporate Name.
-Form for Application for Reservation of Corporate Name.
Registered Office and Agent.
-Form for Statement of Change of Registered Office or
Registered Agent, or Both.
Incorporators.
Organizational Meeting.
Bylaws.
-Form for Bylaws.
Corporate Minutes.
-Form for Corporate Minutes.
Powers of a Nonprofit Corporation.
Defense of Ultra Vires.
Procedures To Amend Articles of Incorporation.
-Articles of Amendment.
-Form for Articles of Amendment.
Authorization To Do Business in Another State.
-Certificate of Authority.
-Form for Application for Certificate of Authority.
Books and Records.
Benefits to Members.
Licenses and Permits.
-Permits for Charitable Solicitations.
Obtaining Tax Exempt Status.
Checklist of Points To Remember.
\~~~~~''IE:R 2
:.§ 2:01.
,'§ 2:02.
t(
Creation of a Nonprofit Corporation
Members and Directors of a Nonprofit Corporation
Members.
-Meetings.
material in this book was previously published in Nonprofit EnterTaxation (1987) by Marilyn E. Phelan
~"b(J,u) and
vi
Table of Contents
§ 2:03.
§ 2:04.
§ 2:05.
§ 2:06.
§ 2:07.
§ 2:08.
§ 2:09.
§ 2:10.
§ 2:11.
§ 2:12.
§ 2:13.
§ 2:14.
§ 2:15.
§ 2:16.
§ 2:17.
§ 2:18.
-Notice of Members' Meetings.
--Form of Notice of Meeting of Members.
--Form of Notice of Special Meeting.
-Right To Vote.
-Voting by Proxy.
--Form of Proxy.
-Right of Members To Inspect Books and Records.
-Derivative Actions of Members.
-Removal of Members.
Directors.
-Election of Directors.
-Meetings of Directors.
-Management of Affairs of a Nonprofit Corporation.
-Action of the Board of Directors.
-Removal of Director.
Checklist of Points To Remember.
CHAPTER 3
§ 3:01.
§ 3:02.
§ 3:03.
§ 3:04.
§ 3:05.
§ 3:06.
§ 3:07.
§ 3:08.
§ 3:09.
§ 3:10.
§ 3:11.
§ 3:12.
§ 3:13.
§ 3:14.
§ 3:15.
§ 3:16.
§ 3:17.
§ 3:18.
§ 3:19.
§ 3:20.
§ 3:21.
§ 3:22.
§ 3:23.
Officers and Employees
Selection of Officers.
Duties of Officers.
Authority of Officers.
Officers as Employees.
Liability of Officers.
Removal of Officers.
Employees.
Discrimination in Employment-Title VII.
-Equal Pay.Act.
Age Discrimination in Employment Act.
Vocational Rehabilitation Act.
-Vietnam Era Veterans' Readjustment Assistance Act.
Retirement Plans for Employees of Nonprofit Enterprises.
-Qualified Plans.
--Participation and Vesting Requirements.
--Funding of Qualified Plans.
-Limitations on Contributions.
-Integration with Social Security.
--Reporting Requirements for Qualified Plans.
--Plan Termination.
--Taxation of Benefits.
-Individual Retirement Accounts.
-Simplified Employee Pension.
TABLE OF CONTENTS
§ 3:24.
§ 3:25.
CHAPTER
§ 4:01.
§ 4:02.
§ 4:03.
§ 4:04.
§ 4:05.
§ 4:06.
§ 4 :07.
§ 4:08.
§ 4:09.
§ 4:10.
§ 4:11.
§ 4:12.
§ 4:13.
§ 4 :14.
§ 4:15.
§ 4:16.
§ 4:17.
§ 4:18.
§4:19.
§ 4:20.
§i4:21 .
§ .4:22.
§i4:23.
§4:.2 4.
§4:25.
§:;4.26.
vii
-Tax-Sheltered Annuities for Employees of §501(c)(3)
Organizations.
Checklist of Points to Remem ber.
4
Legal Problems of Nonprofit Enterprises
Legal Action Involving Nonprofit Enterprises.
Right of Association.
-Discriminatory Practices of Private Associations.
-Judicial Intervention in Religious Associations.
-Standing of Association To Seek Judicial Relief
Tort Liability of Nonprofit Enterprises.
-Charitable Immunity.
Application of the Copyright Act to Nonprofit Enterprises.
-Sources of Copyright Ownership.
-Copyright Protection.
-Public Performances of Copyrighted Music by Nonprofit
Enterprises.
-Fair Use of Copyrighted Works.
Securities Laws.
-Exemptions for Securities Issued by Nonprofit
Enterprises.
-Sale of Securities Donated to a Nonprofit Organization.
-Compliance with State Securities Laws.
Application of Antitrust Laws to Nonprofit Enterprises.
Unfair Competition.
Labor Laws.
-Selection of Labor Representative.
-Duty To Bargain in Good Faith.
-Subject Matter of Bargaining.
-Unfair Labor Practices.
-Strikes.
-Right To Work Laws.
Checklist of Points To Remember.
Merger, Consolidation, and Dissolution
Procedure for Merger or Consolidation.
Effect of Merger or Consolidation.
Articles of Merger or Consolidation.
Form of Articles of Merger.
---Form of Articles of Consolidation.
i
Form of Articles of Merger or Consolidation of Domestic
and Foreign Corporation.
viii
Table of Contents
§ 5:07. Withdrawal of a Foreign Corporation.
§ 5:08. Sale of Assets.
§ 5:09. Voluntary Dissolution of a Nonprofit Corporation.
§ 5:10. Distribution of Assets.
§ 5:11 . - Cy Pres Doctrine.
§ 5:12. - Articles of Dissolution.
§ 5:13. - Form for Articles of Dissolution.
§ 5:14. Involuntary Dissolution.
§ 5:15. Procedures Mter Dissolution.
§ 5:16. Bankruptcy.
§ 5:17. Checklist of Points To Remember.
Appendix- Model of Nonprofit Corporation Act