Learn more about starting and sustaining a nonprofit in Washington, DC at www.wdcep.com/business-in-dc/starting-a-nonprofit/ June 13th, 2012: WDCEP hosted its monthly DoingBusiness2.0 speaker series. This edition focused on starting a nonprofit in DC. George Constantine, a partner at Venable LLP that counsels tax-exempt charities, trade associations, professional societies, and labor organizations, lays the groundwork to starting a nonprofit in DC.

1. Doing Business 2.0—
Starting and Operating
a Nonprofit in DC
George E. Constantine, III, Esq., Partner
Venable, LLP, Washington, DC
(202) 344-4790
geconstantine@venable.com

2. George E. Constantine, III, Esq.
 Counsel to tax-exempt charities, trade
associations, professional societies, labor
organizations
 Former Staff Counsel for the American
Society of Association Executives
 Concentrates practice on tax-exemption
matters, contracts, election law, corporate
governance and other issues affecting tax-
exempt, nonprofit corporations.

3. Forming a Nonprofit—Preliminary
Steps
 Establish mission and goals
 Survey the landscape—are there other
organizations pursuing similar mission and
goals?
 Assess likelihood of funding, dedicated
volunteer resources, etc.

4. Forming a Nonprofit—Legal Requirements
 Articles of Incorporation
 Name (doesn’t need an “Inc.” or similar signifier in
DC)
 Purposes
 Name and street address of incorporators
 Members or not? Classes?
 List of initial directors (at least 3, can get by
without listing them)
 Designated body?

5. Forming a Nonprofit—Legal Requirements
 Articles of Incorporation (continued)
 Registered office and registered agent in DC
 501(c)(3) dissolution and purposes language
 Indemnifying directors and limitations of liability

6. Forming a Nonprofit—Legal Requirements
 File Articles with DCRA (three incorporators,
notarized signatures)
 Draft Bylaws
 More detailed than Articles of Incorporation
 Should include discussion of Board of Directors, Committees
(if applicable), Members (if applicable), indemnification, etc.
 Organizational resolutions—approving Bylaws,
authorizing establishment of bank accounts, naming
corporate officers (at least a President, Secretary and
Treasurer)

7. Forming a Nonprofit—Legal Requirements
 Tax Forms
 Federal Exemption application—Form 1023 for
501(c)(3); Form 1024 for most other types of
exempt organizations
 DC Exemption—Form 164
 501(c)(3) organizations can obtain exemption
recognition for franchise (income) tax, sales and use
tax, personal property tax
 Applicable as of date of IRS recognition

8. Charitable Solicitation
 Charitable Solicitation License
 Occupancy certification
 Good standing as a corporation
 Tax registration FR500
 Clean Hands certification
 Basic Business License Application
 Articles of Incorporation, Bylaws, Uniform
Registration Statement, other documents

9. Other Considerations
 Operating, fundraising in other states?
 Trademark registration
 URL reservation
 Lobbying registration
 Affiliated entities?
 Insurance coverage (note minimum levels of
$200K for individual claim and $500K for total
claims in order to benefit from volunteer
immunity provisions)

10. Basics on Nonprofit Corporation
Legal Issues
 Hierarchy of Authority
 State Nonprofit Corporation Law (statute and
common law)
 Articles of Incorporation
 Bylaws
 Board Policies and Procedures
 Unwritten Common Practices

11. Basics on Nonprofit Corporation
Legal Issues
 Governance Structure
 Board of directors
 Executive committee
 Other committees of the board
(nominating, finance)
 Members
 Other committees
 Staff

12. Corporate Governance
 Fiduciary Duties
 Care
 Loyalty
 Obedience

13. 501(C)(3) Issues
 Public benefit requirement—charitable,
educational, advancement of health,
etc.
 No substantial private benefit
 No private inurement
 Political activities
 Lobbying
 UBIT

14. 501(C)(3) Issues
 Form 990
 Once a year (May 15 deadline for calendar
year filers)
 990-N—even very small organizations
have to do it
 Automatic revocation
 Publicly available information

15. Questions?
 http://www.venable.com/associations/publications

16. Contact Information
George E. Constantine, III
Partner
Venable LLP
575 7th Street, NW
Washington, DC 20004-1601
Phone: 202-344-4790
Fax: 202-344-8300
Email: geconstantine@venable.com