The document summarizes a webinar on nonprofit law for Black-led nonprofits. It provides an overview of U.S. nonprofit law, discusses primary filing and reporting requirements for nonprofits such as annual IRS Form 990 and state registration filings. It also reviews key topics about nonprofit boards and bylaws including fiduciary duties, officer roles, and conflict of interest policies. The webinar concludes with tips to avoid common legal issues and resources for pro bono legal assistance.

1. Nonprofit Law 101
legal office hours for Black-led nonprofits
September 21, 2023
Martha Lackritz-Peltier, General Counsel, TechSoup & NGOsource
Jasmine Martin, Legal Counsel, NGOsource
TechSOUL affinity group

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How to Engage During this Webinar
Questions? Use the Q&A feature.
Check your inbox! We’ll email you the replay, slides, and resource links within a
couple days.
Closed captioning is available. Turn on with the CC button located in your Zoom
menu.

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Jasmine Martin
jmartin@techsoup.org
Today’s Speakers
Martha Lackritz-Peltier
mlpeltier@techsoup.org

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To build a dynamic bridge that leverages technology
to enable connections and innovative solutions
for a more equitable planet.

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Legal Office Hours for
Black-led Nonprofits
• Legal office hours for Black-led NPOs is a pro
bono service hosted by TechSOUL.
• TechSOUL (Strength, Opportunity, Unity,
Leadership) is a TechSoup affinity group for
people who identify as Black, African
American, African, Afro-Latinx,
Afro-Caribbean, and their allies. The mission
of TechSOUL is to ensure the visibility,
development, and inclusion of Black and
African voices within the organization, our
network, and the communities we serve.

6. Agenda
1. Overview of the U.S. Nonprofit Law Landscape
2. Primary Filing and Reporting Requirements
3. Boards and Bylaws
4. Tips + Traps for the Unwary
5. Q&A

7. This session is for informational purposes only and is not
intended as legal advice. Always consult competent legal
counsel to learn how relevant laws apply to your
organization. TechSoup makes no representations or
warranties about the accuracy or suitability of any information
presented in the webinar or any related materials (such as
handouts, presentation documents and recordings). The
views expressed by speakers or other third parties are those
of the speaker or third-party and not, necessarily, of
TechSoup.
DISCLAIMER

8. Overview of the U.S. nonprofit law landscape
Image by "https://www.freepik.com/free-vector/north-America-map_792508.htm#

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Primary filing and reporting requirements

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Principal Filings Checklist
★ Annual Form 990 (IRS)
★ Annual or Biennial Statement of Information
(Secretary of State, most states)
★ Annual Charitable Registration Renewal (Attorney
General, most states)
★ Annual state information return (in some states)
Others to consider, if applicable:
● Federal and State Employment filings (If a tax-exempt
organization has employees, it is responsible for Federal Income Tax
Withholding and Social Security and Medicare taxes. In addition, some may
be responsible for Federal Unemployment Tax.)
● Forms 1099 for contractors paid more than $600
● Unrelated Business Income Tax (UBIT) filings
● Fundraising registrations

12. Boards and Bylaws

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Top 5 Things to Know About Nonprofit Boards
Board requirements are governed by state nonprofit law.
1. Directors and officers have fiduciary duties. They cannot be “asleep at the wheel.”
2. All states require a minimum number of directors, often as few as one. A minimum of three is
considered best practices.
3. Officers and directors are not the same thing. Most states require at least a President or Chair and a
Secretary and Treasurer. Some states do not permit the same person to be Treasurer at the same time
as President or Chair.
4. There are both state and federal rules governing conflicts of interest. Directors should not be
participating in decisions that may entail a conflict of interest, and boards must document any such
decisions before entering into transactions in which a director or officer may have a financial interest, at
a minimum.
5. Boards can make binding resolutions: either at a board meeting at which a quorum is present, or by
unanimous written consent.

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Top 5 things to Know About Nonprofit Bylaws
Bylaws requirements are governed by state nonprofit law.
1. Bylaws spell out organizational governance. A mission statement need not appear in the Bylaws,
and in many ways may not be desirable to include.
2. Bylaws should be flexible enough to allow for change over time as needed, while binding the
organization to basic principles of governance.
3. Bylaws are not normally filed with any state agency, but must follow certain board voting
requirements to be amended.
4. Bylaws should never conflict with the Articles or Certificate of Incorporation, which are filed with
the applicable state agency.
5. Conflict of interest policies may be embedded in the Bylaws, or maintained separately. If
maintained separately, they may be easier to amend.

15. Tips + Traps for the Unwary

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Tips
● Adopt a straightforward Conflict of Interest
Policy and document compliance with it.
● Maintain in permanence your Articles, Bylaws,
Conflict of Interest Policy, Form 1023
exemption application, and meeting minutes.
● Keep your board small enough that you can
ensure both engagement and quorum. Know
director term lengths and limits, and conduct
re-elections according to those terms.
● Keep a checklist of regular filing requirements
(especially if you don’t have a CPA or filing
agency doing it on your behalf).
Traps
● Do not forget to file your Form 990 every year.
Failure to file the Form 990 for three years in a
row results in automatic revocation of your
tax-exempt status.
● Know your state’s rules around raffles and
fundraisers.
● Maintain your annual state filings in order to
remain exempt from state taxes, stay in good
standing, and maintain the right to use your
organization’s name.
● Employment (and most other) laws apply to
nonprofits the same way they apply to other
entities - don’t assume your organization is
exempt.

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Pro Bono Legal Resources
• https://legalcorps.org/nonprofit-organizations/eligibility/legal-ass
istance (pro bono firm/volunteer network)
• https://www.probonopartner.org/(pro bono firm/volunteer
network)
• https://www.councilofnonprofits.org/running-nonprofit/employm
ent-hr/pro-bono-and-skilled-volunteers (list of pro bono
resources)
• Local bar associations often have pro bono programs. Find a
list of every state bar association here:
https://generalbar.com/State.aspx.
• Many states also have nonprofit associations that provide free
educational resources to NPOs. Find a list here:
https://www.councilofnonprofits.org/find-your-state-association.

18. Q&A