The document outlines the process of starting and operating a nonprofit organization in Washington, D.C., including preliminary steps, legal requirements, and governance issues. It details the formation process, necessary legal documents like articles of incorporation and bylaws, and specifics of tax exemption applications. Additionally, it addresses ongoing legal and operational considerations for nonprofit entities.

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