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Nonprofit Law/Organization of 501(c)(3) Public Charity

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QUESTION: Our Saint Bernard Club of America Charitable Foundation has a Board of Trustees comprising all of the then-sitting elected officers of the Saint Bernard Club of America.  I am setting up the Bylaws for review/approval of the BoT. The draft Bylaws state that the BoT are the only legal officers of the CF.  The day-to-day operation of the CF is to be headed by the Executive Director (appointed by the BoT), supported by an appointed Treasurer and a Secretary.  The proposed Bylaws state that the Executive Director, Secretary and Treasurer are all FUNCTIONAL officers and not legal officers of the CF, and further that these titles are used only to identify their day-to-day responsibilities.  Some people see these titles and assume that people in these positions are legal officers, but they are not.  Is it appropriate to use Secretary and Treasurer titles in this manner?  Any alternate suggestions?  Can/should a functional treasurer be bonded?

ANSWER: It appears that the Foundation may be incorporated.  If so, let me know the state of incorporation.  I see it may be in Oregon. After you give me that information I will reply further.

Harvey Mechanic, Attorney at Law -
Harvey108@hotmail.com

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.    



---------- FOLLOW-UP ----------

QUESTION: It is set up as a trust, located in Oregon.  It is a public charity under 509(a)(2).

Answer
The State does not regulate the internal operation of trusts as it does for nonprofit corporations.  A corporation requires certain officers (what I believe you refer to as "legal officers", but trusts do not require those. In fact, the Oregon Uniform Trust Code" does not contain the word "officer"
http://www.leg.state.or.us/ors/130.html

 Therefore, you can use whatever internal designations you want for people (other than for the position of "trustee").

I suggest that you call the person "Secretary of the Board of Trustees" instead of just "Secretary". Instead of Treasurer, I suggest "Book-keeper" or something like that.  Otherwise, people may assume that certain persons are in the position to bind the organization.  Even though a trust is not a corporation it might cause confusion, for officers of corporations act as a corporation's agents and can bind the corporation to contracts and agreements.
http://pages.citebite.com/w1k1t4a3g2jhu
which is from the West's Encyclopedia of American Law as to Corporations.

As for bonding, I would not be able to answer that unless I know what type of access the signer on the accounts have to funds and how much. I would be willing to work on that matter, but I would need to spend a substantial amount of time and that would be beyond the scope of my offer of free services.  If you want to inquire about hiring me for such work, please contact me directly to the email address below.

Harvey Mechanic, Attorney at Law -
Harvey108@hotmail.com

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.  

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Harvey Mechanic

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I am an attorney and I volunteer time to answer general questions about U.S. Federal income tax issues of nonprofit 501(c)(3) public charities only. Those questions could be about establishing and maintaining legal requirements for such non-profit organizations in the United States, including Internal Revenue service filings and requirements. I will not be working on this free forum to answer questions about Nonprofit's possible unrelated or for-profit businesses or how to fill out forms. This forum is only for general questions about federal tax law, not as the law applies to your specific situation. If you do not make your question public then I will not be spending much of my donated time on answers that would not benefit the public. If you have other questions, please contact me at Harvey108@hotmail.com I will reply from my email. In any case, do not reveal confidential information to me until after I have contracted with you to provide personal legal services. My responses on this forum are intended to be general statements of law, should not be relied upon as legal advice, and do not create an attorney/client relationship. For me to consider your individual situation and how the law applies, I would need to gather extensive information about the situation. To search my previous answers you can do a Google search by "site:allexperts.com/q/nonprofit" without the quotes and then add your search terms before hitting enter.

Experience

I have been practicing law and especially the law of nonprofit organizations since 1990 when I was admitted to the New York Bar and I have maintained my status with the Bar since that time.

Education/Credentials

B.S. Columbia University in New York City, 1970

J.D. (Law Degree) Brooklyn Law School, 1990 -- Cum Laude.


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