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Q&A #16 – Should I take over a dormant 501(c)(3) rather than form a new organization?
Q&A Benjamin Takis Q&A Benjamin Takis

Q&A #16 – Should I take over a dormant 501(c)(3) rather than form a new organization?

I have seen numerous people try this approach over the years, but it is almost always a bad idea. The main problem is that you are going to have a very difficult time keeping the previously inactive organization’s status as a 501(c)(3) “public charity” (as opposed to a “private foundation,” which is a type of 501(c)(3) organization that is subject to less favorable rules).

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Q&A #11 – Can my 501(c)(6) organization get in trouble for receiving a PPP loan?
Q&A Benjamin Takis Q&A Benjamin Takis

Q&A #11 – Can my 501(c)(6) organization get in trouble for receiving a PPP loan?

Yes, there are risks for accepting a Paycheck Protection Program loan when the organization was not eligible to receive it. It is clear from the text of the CARES Act statute and from prior SBA guidance regarding eligibility for the “Section 7(a)” loan program (of which the PPP is one type) that the only nonprofit organizations eligible for PPP loans are 501(c)(3) and 501(c)(19) organizations. I do not see a credible argument that any other types of nonprofits (such as 501(c)(6) organizations) were ever eligible to receive a PPP loan.

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Q&A #10 – Is now a good time to start a 501(c)(3) subsidiary?
Q&A A. Michael Gellman (CPA, CGMA) Q&A A. Michael Gellman (CPA, CGMA)

Q&A #10 – Is now a good time to start a 501(c)(3) subsidiary?

This question surfaces a lot from 501(c)(6) entities and other non-501(c)(3) nonprofit organizations. The answer is almost always a strong yes. Even during this crisis, organizations should not hesitate to pursue this strategy as it will open doors to new opportunities and funding not previously available.

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Q&A #9 – Is the Executive Committee allowed to cut programs and terminate staff without consulting the full Board?
Q&A Benjamin Takis Q&A Benjamin Takis

Q&A #9 – Is the Executive Committee allowed to cut programs and terminate staff without consulting the full Board?

It is common for Executive Committees to have fairly wide latitude to make operational decisions without consulting the full Board, usually in collaboration with the Executive Director. This can include operational decisions like cutting programs and terminating staff. Whether or not this is legal in your case will depend on your organization’s Bylaws (or perhaps the Executive Committee charter or authorizing resolution).

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Q&A #8 – Should my organization create a separate bank account for PPP funds?
Q&A A. Michael Gellman (CPA, CGMA) Q&A A. Michael Gellman (CPA, CGMA)

Q&A #8 – Should my organization create a separate bank account for PPP funds?

The answer is that you do not need a separate bank account to hold PPP funds. Having a separate bank account for PPP funds is not required and not particularly helpful. Your main priorities should be proper and concise documentation of eligible transactions, which can be achieved just as well through good accounting practices and processes.

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Q&A #6 – Are there legal restrictions on my company’s ability to raise money for charity?
Q&A Benjamin Takis Q&A Benjamin Takis

Q&A #6 – Are there legal restrictions on my company’s ability to raise money for charity?

The main issue to consider is compliance with State “charitable solicitation registration” laws.” These laws, which have been enacted in about 40 States, are basically consumer protection laws aimed at protecting the public against being scammed by fraudulent fundraisers or illegitimate charities. These laws generally apply to anyone raising money for charitable purposes (with a few exceptions).

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Q&A #5 – Is my nonprofit organization allowed to extend Board terms during a crisis?
Q&A A. Michael Gellman (CPA, CGMA) Q&A A. Michael Gellman (CPA, CGMA)

Q&A #5 – Is my nonprofit organization allowed to extend Board terms during a crisis?

The simple answer is that you cannot violate your Bylaws with a simple Board resolution to extend Board terms (even on a temporary basis and even during a crisis). You should review your Bylaws and the laws of your State of incorporation closely to see what options may be permitted. There may be some flexibility built into your Bylaws that will allow you to retain the desired continuity.

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Q&A #4 – What options does my organization have related to restricted funds for a project that we’ve had to put on hold due to the pandemic?
Q&A A. Michael Gellman (CPA, CGMA) Q&A A. Michael Gellman (CPA, CGMA)

Q&A #4 – What options does my organization have related to restricted funds for a project that we’ve had to put on hold due to the pandemic?

Restricted funds, of course, cannot be used for purposes outside of the restrictions agreed to unless the donors/grantors consent to modify the restrictions (or, alternatively, the modifications are approved by a court). However, there are several steps you can take to get a better sense of how narrow or flexible the restrictions actually are, and to work with your donors and grantors to seek the appropriate modifications that will benefit your organization.

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