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    Forming a Nonprofit

    Tax-ExemptCorporation in Texas

    2006 Edition

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    Funded in Part By: Department of Housing and Urban Development

    State Bar of Texas Corporate Counsel Section

    State Bar of Texas Tax Section

    Portions of this information are derived from materials provided by the Public Counsel

    Law Center. www.publiccounsel.org.

    About Texas C-BARTexas Community Building with Attorney Resources (Texas C-BAR) is a statewidebusiness pro bono project that provides nonprofits with the legal tools they need to

    succeed. Texas C-BAR currently partners with law firms and corporations to help

    nonprofits better the lives of thousands of low-income families and communities

    throughout the state. For more information about Texas C-BAR or to apply for our

    services, please visit our website: www.texascbar.org or call us at (512) 374-2710.

    Thanks to Brian Crozier for his comments and suggestions.

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    FORMING A NONPROFIT TAX-EXEMPT CORPORATION IN TEXAS

    Forming a Nonprofit Tax-Exempt

    Corporation in TexasThe purpose of this guide is to help you decide whether to form a nonprofit

    tax-exempt corporation. It will also explain the basic steps required to form a Texas

    nonprofit corporation and to secure tax-exempt status from the state of Texas and the

    federal government.

    What is a nonprofit corporation?Under Texas law, a nonprofit corporation is simply a corporation, no part of the

    income or profit of which is distributable to its members, directors or officers.

    Texas Business Organization Code 22.001(5). A nonprofit corporation may be

    organized for any lawful purpose unless expressly excluded by the Business

    Organization Code. Texas Business Organization Code 22.051. A nonprofit may

    also apply for a tax exemption under 501(c) of the Internal Revenue Code.

    A nonprofit corporation must have a formal, centralized management structure with

    a board of directors. The organization does not have to have members, but some do.

    What are the benefit s and l imitat ions

    of a nonprofit corporation?

    One of the primary benefits of forming a nonprofit corporation is that thecorporations members and directors are generally shielded from personal liability

    (unless the member or director acts in bad faith, without utilizing ordinary care, and

    in a manner the director cannot reasonably believe to be in the best interest of the

    corporation). It is also advantageous for a nonprofit to incorporate so that it can be

    eligible to receive government or community development loans and grants, which

    often require the organization to a have a nonprofit objective.

    To qualify for a federal tax exemption under Section 501(c)(3), a substantial part of

    the organizations activities must further religious, charitable, scientific, educational,

    or literary goals. The organization cannot be organized for the purpose of financial

    profit for its members and directors, although they can be paid a reasonable

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    FORMING A NONPROFIT TAX-EXEMPT CORPORATION IN TEXAS

    compensation for their work. 501(c)(3) nonprofit organizations are prohibited

    from intervening in political campaigns under IRS requirements. Lobbying or

    attempting to influence legislation is permitted only if lobbying does not constitute

    a substantial part of the organizations activities.

    What exact ly const it utes charit able, educat ional,

    or literary purposes?Charitable PurposesCharitable purposes are broadly defined as services that are

    beneficial to the public interest. To meet the requirements, the groups purpose mustbe beneficial to society, and the group must serve an open class of people, not a

    limited number of group members. For instance, a charitable organization

    established to provide food to the homeless in the community would be a charitable

    organization, but an organization established to provide food to Paul, Henry, and

    Mary would not be. The beneficiary class needs to be open and unspecified, but does

    not have to be large. An organization established to feed the hungry in a certain

    two-block area would also qualify as a charitable organization. Examples ofcharitable purposes include: relief of the poor, distressed, or underprivileged;

    advancement of education or science; erection or maintenance of public buildings or

    monuments; lessening the burdens of government; elimination of prejudice and

    discrimination; promotion and development of the arts; and defense of human and

    civil rights secured by law.

    Educational PurposesEducational purposes include instruction of the publicon subjects useful to individuals for the benefit of the community and for self-devel-

    opment. The IRS allows a curriculum to present particular viewpoints if there . . .

    is sufficiently full and fair exposition of pertinent facts to permit an individual or the

    public to form an independent opinion or conclusion. However, mere presentation

    of unsupported opinion is not considered educational. Some examples of educational

    purposes include: publishing public interest educational materials that do not

    conflict with the requirement above; conducting public discussion groups, forums,panels, lectures, or workshops; offering a correspondence course or one that uses

    other media such as television or radio; operating a museum, zoo, planetarium,

    symphony orchestra, or other performance groups; serving an educational

    institution, such as a college bookstore, alumni association, or athletic organization;

    and publishing educational newsletters, pamphlets, books, or other material.

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    FORMING A NONPROFIT TAX-EXEMPT CORPORATION IN TEXAS

    Literary PurposesUsually nonprofit organizations fall under educational

    purposes when they involve books and reading. However, some organizations may

    want to publish books that are geared to the benefit of the public interest. As long as

    the organization does not target its activities to commercial markets and sells the

    publications at a modest price, public interest publishing groups can obtain

    tax-exempt status. Some examples include publishing material on environmental

    preservation, highway safety, or drug and alcohol abuse information.

    What is a Communit y DevelopmentOrganization?An important category of charitable purposes is community development, such as

    job training, small business assistance, or developing affordable housing. Essentially,

    there are four independent bases for federal tax exemption for community

    development corporations and nonprofit housing organizations: relieving the poor

    and distressed, combating community deterioration, eliminating discrimination,

    and lessening the burdens of government.

    Relieving the Poor and DistressedThe difficulty with this category is

    determining whether an individual or family is poor and distressed. The IRS

    defines poor and distressed as the inability to afford the necessities of life with-

    out undue hardship. Factors such as lack of adequate housing, chronic unemploy-

    ment or underemployment, and the identification of an area as economically

    disadvantaged by a government agency are relevant considerations in the granting oftax-exempt status.

    Combating Community Deterioration and Eliminating Discrimination

    Under this area of exemption, organizations can claim tax exemption on the basis of

    their social welfare activities, and thereby avoid the need for a determination as to

    whether the resident population served meets the undefined IRS standard of low

    income or poor and distressed. Examples include organizations which erect orrebuild housing in a deteriorated area, sponsor efforts to promote racial integration,

    stabilize the neighborhood, and provide social services to area residents.

    Lessening the Burdens of GovernmentTo qualify under this category, an

    organization must meet a two-part test: (1) the government must consider the

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    FORMING A NONPROFIT TAX-EXEMPT CORPORATION IN TEXAS

    activities to be the governments responsibility, and (2) the activities must actually

    lessen the burden. The best way to establish an activity as a government burden or

    duty is to find a government rule or policy that applies to the particular activity (such

    as a local housing or economic development plan or policy). Other relevant factors

    include a governmental units prior involvement in an activity on regular basis for a

    significant length of time; the funding of an organizations activities by the

    government; and an activity which is one that could be performed directly by a

    governmental unit. The second test is whether the organizations activities lessen

    the burden when viewed under all the circumstances. Basically, the groups activities

    must fairly directly address the burden. It will also be helpful if an organization has

    a favorable relationship with government or enables the government to improve its

    functions without additional expenditures of government funds. The provision of

    affordable housing for low-income families has historically been considered a

    governmental function. (For example, look at the federal agencies dealing with

    housing, such as HUD, the Farmers Home Administration, etc.). Since

    encouraging job creation and growth of small business is also a goal of government,

    economic development corporations also should have a strong claim that they lessen

    the governments burden.

    What are some alternatives to incorporat ion?For-profit Corporation In a for-profit corporation, the profits are controlled and

    distributed to shareholders. There is limited liability protection for the directors and

    the shareholders. A for-profit corporation can issue a variety of debt and equity

    instruments to raise capital. However, for-profit corporations are subject to both

    state and federal taxes. They are often ineligible to receive foundation grants,

    individual donations, and most government funds.

    Unincorporated Association An unincorporated association lacks the strict

    organizational, reporting, and registration requirements imposed on nonprofit corpo-

    rations. There are no formal requirements to form the association. This structure is best

    suited for a small organization that does not intend to receive outside funds.

    Fiscal Sponsorship A fiscal sponsorship occurs when a group partners with an exist-

    ing organization to conduct a certain activity or program. The activity or program is

    carried out under the control and tax-exempt status of the existing organization (the

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    FORMING A NONPROFIT TAX-EXEMPT CORPORATION IN TEXAS

    fiscal sponsor). This allows grants and contributions to be raised through the fiscal

    sponsor, which already has fiscal, accounting, personnel, and management systems in

    place. There are no incorporation costs, and the sponsor assumes the risk of liability.

    The downsides of forming a fiscal sponsorship include the fact that the fiscal sponsor

    has ultimate authority over all decisions. It may be difficult to disengage from the spon-

    sor and the IRS considers the activity or program to be that of the fiscal sponsor (in

    other words, the activity or program is not considered a separate organization or entity).

    What are the steps needed to form a

    nonprofit corporation in Texas?

    Step 1: Check Availability of Name (Optional: Reserve Name with Secretary

    of State).

    The Secretary of State will deny the incorporation of an organization that has

    chosen a name that is the same or similar to another incorporated entity in the State.

    An organization should first check the availability and legality of the proposed name by

    calling or emailing the office of the Texas Secretary of State in Austin: (512) 463-5555;

    [email protected]. If an organization, prior to the filing of the organizations

    certificate of formation, wants to make sure that the name they have chosen is not

    taken by another corporation, the organization needs to reserve the name with the

    Secretary of State. You can reserve a name with the Secretary of States Office for a

    period of 120 days by filing form 501 (available at www.sos.state.tx.us or by telephone).

    The reservation fee is $40. The form should be mailed in duplicate to the Secretary of

    State, P.O. Box 13697, Austin, Texas 78711-3697. The form can be delivered in

    person to James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701.

    The Secretary of State will not approve a name that is likely to mislead the public or

    that is deceptively similar to the name of another registered corporation or name

    under reservation. The name may be similar to, but not the same as, the name of

    another existing corporation if the existing corporation consents in writing to the use

    of the name, and the Secretary of State finds that, under the circumstances, the

    public is not likely to be misled. There are also special requirements if an

    organization wants to use any variation(s) of veteran, legion, foreign,

    Spanish, disabled, war, and/or world war in the name of the organization.

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    FORMING A NONPROFIT TAX-EXEMPT CORPORATION IN TEXAS

    Step 2: Prepare the Certificate of Formation.

    The certificate of formation is a formal document which serves as the corporations

    constitution. The certificate, which becomes a public document, defines what the

    corporation will do and who will be responsible for the management of the

    corporation. The following are provisions that need to be included in the certificate.

    Purposes Clause: The purposes clause should define the charitable purpose of

    the corporation. The nonprofit needs to make sure the purposes clause is not so

    narrow that it unduly limits the nonprofits activities, and not so broad that it

    prevents the nonprofit from obtaining 501(c)(3) exemption from the IRS. All

    that is required is: The purposes for which the corporation is organized are

    exclusively charitable and educational, within the meaning of the Internal

    Revenue Service Code, Section 501(c)(3) and the Texas Tax Code, Section

    11.18.

    IRS Language: To obtain tax Section 501(c)(3) tax exempt status from the IRS,

    the certificate also needs to include special clauses that relate to the dissolution of

    the nonprofit, inurement, and a general statement the corporation may not

    take action that would be inconsistent with the requirements for tax exemption

    under Section 501(c)(3). It must be stated that, upon dissolution, any remaining

    assets will be distributed to other organizations exempt under Section 501(c)(3).

    Initial Directors: The certificate must name the directors constituting the

    initial board. The initial board of directors will serve in this capacity until they

    are replaced as outlined in the bylaws and certificate. A Texas corporation must

    have a minimum of three directors. The directors need not be residents of Texas.

    Incorporator: The incorporator is the person who signs the certificate of

    formation and must be 18 years of age or older. There may be more than one

    incorporator. The incorporator does not need to be one of the initial directors;

    although, generally the incorporator is also a director. The incorporator does not

    need to acknowledge the certificate before a notary. Once the Secretary of State

    approves the certificate of formation, the incorporators work is completed.Registered Agent and Address: The certificate of formation must provide the

    name and address of the corporations registered agent and office. The agent is

    often the incorporator or another officer or director of the corporation. The

    registered office cannot be a post office box unless the registered office is

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    FORMING A NONPROFIT TAX-EXEMPT CORPORATION IN TEXAS

    located in a town with a population of less than 5,000 residents. It is not

    necessary that the business address of the corporation be the registered office of

    the corporation; although, this is frequently the case. A corporation should

    attempt to appoint as a registered agent a person who will remain affiliated with

    the corporation for a year or more.

    Members: In forming a nonprofit corporation, you need to decide who will

    govern the corporation: voting members, the board of directors, or a

    combination of the two. If the corporation is not going to have members, the

    certificate needs to state so; otherwise, it is assumed that the nonprofit has

    members. Many nonprofit corporations choose the membership form when

    they seek increased formal accountability to a particular community or when

    there is another strong reason for having members, such as increased ability to

    attract funds from sources that require or encourage membership, or the need

    to demonstrate a base of support within a community or group of people. The

    increased administrative burdens of running a membership corporation,

    however, have led many corporations not to have members. If you are creating

    a nonprofit corporation with members, be sure to review the various statutory

    requirements relating to membership corporations, including provisions relating

    to voting rights and notices of meetings.

    Step 3: File the Certificate with Secretary of State.

    Deliver the original and one copy of the certificate of formation, along with the

    filing fee, to the Secretary of State, Statutory Filings Division, Corporations Section,

    P.O. Box 13687, Austin, Texas 78711-3607. The certificate may also be delivered in

    person to the Secretary of State at the James Rudder Office Building, 1019 Brazos,

    Austin, Texas. The Secretary of States phone number is (512) 463-5555 or TDD

    (800) 735-2989. For an additional expedited filing fee, an organization can get

    approval within approximately 72 hours. Even without the expedited fee, it

    generally takes no longer than a month to get approval.

    After approving the certificate, the Secretary of State will issue a certificate of

    formation. The Secretary of State will mail the certificate along with a certified copy

    of the certificate of formation to the incorporator of the organization. The

    corporation legally exists on the date stamped on the certificate of formation.

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    FORMING A NONPROFIT TAX-EXEMPT CORPORATION IN TEXAS

    Step 4: Prepare Bylaws

    The initial board of directors should prepare and adopt bylaws for the corporation

    simultaneously with the preparation of the certificate of formation or soon thereafter.

    A copy of the bylaws, signed by a corporate officer, must be submitted when

    applying for the federal tax exemption.

    The bylaws contain the rules governing the internal structure and internal

    management of the corporation. State law requires certain provisions, but most

    provisions are optional. The law often provides that unless the certificate or bylaws

    state otherwise, then What that means is that, when the certificate and bylaws are

    silent in such circumstances, the state law governs by default. However, when the

    bylaws are not silent, the bylaw provisions apply, provided they are not illegal and do

    not conflict with the certificate or state law.

    Some of the most important issues in drafting the bylaws include:

    Meetings: the frequency and place of meetings, the type of notice required, and

    whether directors may vote by written proxy.

    Leadership: the titles and specific responsibilities of the officers, qualifications

    for directors, the number of directors, the length of terms for the directors and

    officers, and the method for electing and removing directors and officers.

    Provisions for Membership (if the corporation has members): qualifications

    for membership, method of selection, dues and fees, voting rights, and the

    frequency and place of membership meetings.

    Quorum: the number of members or directors required for a quorum to

    conduct business, and the proportion of votes required to take action on a

    matter (pursuant to Texas law, an act of the board is an act of the majority of

    the directors present unless a greater number is required by the certificate

    or bylaws).

    Controls: the signatures required for execution of legal documents, signaturesrequired for checks, and other controls over financial transactions and transfers

    of corporate assets.

    Committees: the types of committees, responsibilities of committees, and

    qualifications for serving on a committee.

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    Fiscal Year: the accounting period of the corporations; (which need not be

    the calendar year).

    Bylaw Amendments: the procedures for amending the bylaws.

    Step 5: Meeting of Initial Directors to Adopt Bylaws and Transact Business

    After the organization obtains its certificate of formation, it must hold an organization-

    al meeting, called by the incorporator or a majority of the directors. At least three days

    notice must be provided to the directors named in the certificate, stating the time and

    place of the meeting. (This can also be done by the unanimous written consent of the

    initial directors.) At the initial meeting, the following actions should be taken:

    Adopt bylaws.

    Elect officers. The corporation must elect a president and secretary. Any two

    offices may be held by the same person, except for the president and secretary.

    There is no limit on the umber of consecutive terms an officer may hold. The

    corporation can elect other officers positions as well, in accordance with the

    certificate or bylaws.

    At the initial meeting or subsequent board meetings, the following actions should

    also be taken:

    Appoint members of committees.

    Authorize purchase of corporate record books.

    Fix the location of the principal office.

    Select a bank or banks and authorize the opening of an account.

    Authorize check signers.

    Authorize payment or reimbursement of incorporation and filing expenses.

    Authorize the filing of federal and state tax exemption applications.

    Appoint a registered agent for service of process (if the agent named in the

    certificate of formation will not continue to serve in this capacity).

    Select an insurance broker and authorize the purchase of general liability and

    property insurance, bonding, directors and officers liability insurance, andemployee fringe benefits such as medical insurance and retirement plans.

    Select an accountant or auditor.

    Authorize obtaining a nonprofit mailing permit to use special bulk

    nonprofit rates.

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    FORMING A NONPROFIT TAX-EXEMPT CORPORATION IN TEXAS

    Step 6: Apply for a Federal Employer Identification Number

    In order to be tax exempt, an organization must obtain a Federal Employer

    Identification Number (EIN). An EIN is needed whether or not the organization has

    employees. This number is used on all federal tax returns and receipts.

    IRS Form SS-4 must be completed. The form is available on the IRS website, or you

    can call (800) 829-8676. In order to receive an EIN immediately, there are telephone

    registration procedures available on the SS-4 form. An original signed copy of the

    Form SS-4 will still need to be submitted if you register by telephone.

    Step 7: Prepare Federal Tax Exemption Application

    To qualify for a federal tax exemption under Section 501(c)(3), an organization must

    be operated for specific charitable, religious, educational, scientific, or literary

    purposes. A number of other types of nonprofit organizations can qualify for tax

    exemption under section 501, including social welfare organizations governed under

    Section 501(c)(4). Donations to 501(c)(4) organizations are not tax deductible.

    To obtain federal tax-exempt status as a Section 501(c)(3) charitable organization, a

    corporation with annual gross receipts averaging more than $5,000 needs to file

    Form 1023 with the IRS. The form should be filed within 27 months from the date

    of certification granted by the Secretary of State. It must be signed by a principal

    officer, by an authorized employee, or by an attorney for the corporation. The

    application should be sent certified mail receipt requested to: Internal Revenue

    Service, PO Box 192, Covington, KY, 41012-0192.

    The following must be included as part of the application:

    Certified copy of the certificate of formation;

    Copy of bylaws;

    Detailed financial statement, including revenue and expense statement forcurrent and three preceding fiscal years; for new organizations, proposed

    budgets for the next two fiscal years including a list of anticipated financial

    support;

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    Narrative description of past, present, and future planned activities with an

    emphasis on broad public benefit of the organizations activities;

    Names and addresses of directors and officers and their annual compensation;

    Annual accounting period (fiscal year);

    Statement as to whether the organization is claiming status as a private

    foundation or public charity, and if the latter, whether an advanced ruling is

    required; and

    EIN.

    The IRS has 270 days to rule on the application. Usually within 2-3 months, the IRS

    requests additional information. Once the IRS has approved an organizations

    tax-exempt status, the IRS will send a determination letter formally approving the

    exemption. The letter, application, and correspondence to and from the IRS relating

    to the application must be kept in a safe place and available for public inspection.

    The IRS will presume that a corporation qualifying for a tax exemption is a private

    foundation unless the corporation proves that it falls under the definition of a

    public charity. Generally, a nonprofit corporation will want to qualify as a public

    charity and not a private foundation. Operational, distribution, and reporting

    requirements for private foundations differ from those of public charities and are more

    restrictive and burdensome. To qualify as a private charity, a nonprofit corporation

    must generally receive funding from a broad base of private supporters. The IRS has

    very specific tests to determine public charity status. The instructions accompanying

    IRS Form 1023 discuss this in more detail.

    Step 8: Apply for Franchise Tax Exemption from Texas Comptroller

    Nonprofit corporations are subject to the Texas franchise tax unless an exemption from

    the Texas Comptroller is obtained. Corporations which have already received their

    501(c)(3) tax exempt status from the IRS need to send a cover letter to the Comptroller

    at 111 E. 17th Street, Austin, Texas 78774, requesting a franchise tax exemption andenclosing a copy of their 501(c)(3) determination letter from the IRS.

    If a corporation has not yet received their exemption from the IRS, a 90-day

    provisional state franchise tax exemption may be granted. A copy of the application

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    FORMING A NONPROFIT TAX-EXEMPT CORPORATION IN TEXAS

    for federal tax exemption and a copy of the notice of receipt from the IRS should be

    sent to the Comptrollers office along with a letter requesting the temporary tax

    exemption.

    Corporations that are not required to file a federal tax exempt application, such as

    corporations which normally have annual gross receipts of less than $5,000 a year,

    may receive a state franchise exemption by preparing a letter stating the reasons the

    corporation believes that it meets the requirements for state and federal tax

    exemption status (include citations to the appropriate sections of the Texas

    Tax Code).

    Step 9: Apply for Sales Tax Exemption from the Texas Comptroller

    Exempt corporations can buy, lease, or rent taxable items without paying sales and

    use tax if those items are necessary to their functions. A written request must be

    made to the Comptrollers office, asking for exempt status from the limited sales,

    excise, and use tax. The following information must also be included in the request:

    (1) a detailed description of the corporations activities; (2) a copy of the certificate

    of formation; and (3) a copy of the IRS exemption letter. The request should be sent

    to: Tax Policy Division, Exempt Organizations Section, Texas Comptroller of Public

    Accounts, PO Box 13528, Austin, Texas 78711-3528. The Comptroller will then

    send the organization written notification of exempt status. Upon receipt of

    notification, the organization should complete the Comptrollers exemption certifi-

    cate, available at http://www.window.state.tx.us/taxinfo/taxforms/01-3392.pdf.

    The certificate should be provided to each vendor at the time of purchase.

    Step 10: Apply for Property Tax Exemptions from the Local Tax

    Appraisal District

    Exempt organizations may be eligible for local property tax exemptions for land and

    personal property owned by the nonprofit. Charitable Organization Property TaxExemption see, - www.window.state.tx.us/taxinfo/taxforms/50-115.pdf.

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    FORMING A NONPROFIT TAX-EXEMPT CORPORATION IN TEXAS

    What are the legal obligat ions of

    a tax-exempt nonprofit?There are strict record-keeping obligations that a nonprofit must follow under Texas

    law. It must keep correct and complete books and records of the corporations

    accounts and minutes of all proceedings of the board, committees having board

    authority and membership meetings, if applicable. If a membership organization

    corporation must also keep at its registered office a record of the names and

    addresses of the members entitled to vote.

    There are special record-keeping obligations for corporations that raise more than

    $10,000 a year. The board must prepare or approve an annual report of the

    corporations financial activity, which must be made available to the public for

    inspection and copying during normal business hours. The report must conform to

    the accounting standards of the American Institute of Certified Public Accountants.

    Corporations with members must hold an annual meeting for the members once ayear. Notice of the meetings must be delivered between 10 and 60 days before the

    meeting, in person, by fax, or by mail. The bylaws may provide that no notice is

    required, but the bylaws must then provide the time and place of the meeting. If the

    corporation has more than 1,000 members, it may give notice by publication in a

    newspaper in the community, if the bylaws so provide.

    The bylaws must specify whether notice is required for regular meetings, and if so,the type of notice. A quorum for business by the board is a majority of the number

    of directors set in the bylaws, but the bylaws can set a different number for a

    quorum, as long as the number is not less than three directors. Directors must always

    act in good faith and in a manner the director reasonably believes to be in the best

    interest of the corporation. A director must disclose any conflicts he or she has in

    transactions before the board, and he or she should abstain from voting on the

    transaction. Certain government programs may still bar approval of the transaction

    when there is a conflict of interest.

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    FORMING A NONPROFIT TAX-EXEMPT CORPORATION IN TEXAS

    An organization that obtains over $25,000 a year must file IRS Form 990 within

    4 1/2 months following the close of the tax year. Under new legislation passed in

    2006, smaller organizations will need to file an annual notice with the IRS

    containing basic contract and financial information. Additionally, organizations

    having annual gross incomes of $1,000 or more from unrelated business activities

    must file IRS Form 990-T and pay taxes on the unrelated business income.

    How are nonprofit organizat ions monitored?The Board of Directors is legally responsible for the activities of the organization,

    including guarding it against fraud and corruption. Private watchdog groups, such as

    the National Charities Information Bureau and the American Institute of

    Philanthropy, monitor the behavior of nonprofits in order to ensure that money is

    being spent appropriately and effectively. The state, through the Attorney Generals

    office, is responsible for investigating fraud and abuse claims. The IRS monitors

    nonprofits by requiring annual reporting on Form 990 as a condition of being

    tax-exempt and through its audit process. The IRS can also individually sanction

    officials who receive excess benefits or otherwise violate the federal tax laws

    applicable to nonprofit organizations. Individual donors and members can regulate

    the organization by withholding financial support as well. Increased media coverage

    has also held nonprofits accountable to their true purposes.

    Should an organizat ion use a lawyer t o help

    gain t ax-exempt status?In almost every case, yes. A lawyer can help you by avoiding unnecessary mistakes

    which might jeopardize your ability to incorporate or gain tax-exempt status. A

    lawyer will also advise you on certain corporate responsibilities, such as withholding

    and paying Social Security tax as well as any other wage withholding taxes for

    employees. Such taxes generally apply regardless of your tax-exempt status.

    If you do not have a lawyer and cannot afford to pay one, you may be able to obtainfree legal assistance through Texas C-BAR or similar organizations in your area.

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    FORMING A NONPROFIT TAX-EXEMPT CORPORATION IN TEXAS

    ABILENE, TX

    Nonprofit Management Center

    Abilene Christian University

    ACU Box 27842

    Abilene, TX 79699-7842

    (325) 674-2803 FAX: (325) 674-2082

    E-mail: [email protected]

    E-mail: [email protected]

    Website:

    http://www.acu.edu/campusoffices/npmc.html

    Hours: 9:00 a.m. 4:00 p.m., M-F

    Bill Culp, Executive Director

    ABILENE, TX

    Apex Design, & Consulting

    402 Cypress, Suite 420

    Abilene, TX 79601

    (325) 232-6735 FAX: (325) 232-6735

    E-mail: [email protected]

    Website: www.apexdrc.com

    Allan W. Mooney, CEO

    AMARILLO, TX

    Amarillo Area Foundation Nonprofit Services Center

    801 South Fillmore, Suite 700

    Amarillo, TX 79101-3545(806) 376-4521 FAX: (806) 373-3656

    E-mail: [email protected]

    E-mail: [email protected]

    Website: w ww.nsc-aaf.org

    Hours: 8:30 a.m. 5:00 p.m., M-F

    Karie Lynn McSpadden, Director

    AUSTIN, TX

    Center for Community-Based & Nonprofit

    Organizations

    Austin Community College

    5930 Middle Fiskville Rd., Rm. 506.4

    Austin, TX 78752

    (512)223-7076 FAX: (512) 223-7210

    E-mail: [email protected]

    Website: http://www2.austincc.edu/npo

    Hours: 9:00 a.m. 5:00 p.m., M-F

    Barry Silverberg, Director

    AUSTIN, TX

    RGK Center for Philanthropy & Community Service

    University of Texas at Austin

    P.O. Box Y

    Austin, TX 78713

    (512) 475-7616 FAX: (512) 2327063

    E-mail: [email protected]

    Website: http://rgkcenter.utexas.edu/index.html

    Hours: 8:00 a.m. 5:00 p.m., M-F

    Sarah Jane Rehnborg, Ph.D., Consultant in

    Volunteer and Community Service

    AUSTIN, TX

    Texas C-BAR4920 N IH-35

    Austin, TX 78751

    (512) 374-2710 FAX (512) 447-3940

    E-mail: [email protected]

    Website: www.texascbar.org

    Hours: 8:00 a.m. 5:00 p.m., M-F

    Frances Leos Martinez, Executive Director

    The following members of the

    Texas Nonprofit Management Assistance Network

    provide management support services to nonprofit organizat ions.

    August 2006

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    AUSTIN, TX

    GREENLIGHTS for Nonprofit SuccessP.O. Box 5809

    Austin, TX 78763-5809

    (512) 477-5955 FAX: (512) 472-8529

    E-mail: [email protected]

    Website: www.greenlights.org

    Hours: 9:00 a.m. 5:00 p.m., M-F

    Deborah Edward, Ph.D., Executive Director

    AUSTIN, TX

    Texas Association of Nonprofit Organizations

    5930 Middle Fiskville Road, Box 51

    Austin, TX 78752

    (512) 223-7076 FAX: (512) 223-7210

    Email: [email protected]

    Website: www.tano.org

    Barry Silverberg, Executive Director

    DALLAS, TX

    Jonathan D. Schick

    President

    The GOAL Project

    5932 Willow Lane

    Dallas, TX 75230

    (214) 587-3960 FAX: (972) 458-9076

    E-mail: [email protected]

    Website: www.goalproject.com

    DALLAS, TX

    The Center for Nonprofit Management

    Dallas, TX 75204-5910

    (214) 826-3470 FAX: (214) 821-3845

    E-mail: [email protected]

    Website: www.cnmdallas.org

    Hours: 8:00 a.m. 5:00 p.m., M-F

    Cynthia B. Nunn, President, ext. 226

    Pat Stewart-Gordon, CFO, ext. 236

    Sharon Bailey, Director of Education, ext. 233

    DENTON, TX

    College of Public Affairs & Community ServiceUniversity of North Texas

    P.O. Box 310919

    Denton, TX 76203-0919

    (940) 565-4417 FAX: (904) 565-3141

    Email: [email protected]

    Website: http://www.cps.unt.edu/untvols

    Pamela J. Sybert, Director, Educational Consortium

    for Volunteerism

    EDINBURG, TX

    Southwest Border Nonprofit Resource Center

    University of Texas Pan American

    1201 West University Drive

    Edinburg, TX 78539-2999

    (956) 292-7566 FAX: (956) 7569

    E-mail: [email protected]

    Website: http://coserve1.panam.edu/nrc

    Hours: 8:00 a.m. 5:00 p.m., M-F

    Omar Rodriguez, Interim Director

    EL PASO, TX

    Center for Civic Engagement

    University of Texas at El Paso

    500 W. University

    Benedict Hall, Room 103

    El Paso, TX 79968

    (915) 747-7969 FAX: (915) 747-8917

    E-mail: [email protected]: www.utep.edu/cce

    Hours: 8:00 a.m. 5:00 p.m., M-F

    Dr. Kathy Staudt, Director

    EL PASO, TX

    Nonprofit Enterprise Center

    1812 Hunter

    El Paso, TX 79915

    (915)590-1333 FAX: (915)590-1356E-mail: [email protected]

    E-mail: [email protected]

    Website: www.nonprofitec.org

    Hours: 8:00 a.m. 5:00 p.m., M-F

    Frank Lopez, Director

    Sylvia Hernandez, Facilitator

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    FORT WORTH, TX

    Weaver and Tidw ell, L.L.P.1600 West Seventh Street, Suite 300

    Fort Worth, TX 76102-2506

    Phone: (817) 882-7309

    FAX: (817) 429-5936

    E-mail: [email protected]

    Website: www.weaverandtidwell.com

    Hours: 8:00 a.m. 5:00 p.m., M-F

    Trish Gritta Fritsche, CPA

    FORT WORTH, TX

    Cornerstone Assistance Network

    6924 Glenview Drive

    Fort Worth, TX 76180

    (817) 595-0274, ext. 114 FAX: (817) 595-0275

    E-mail: mloftis@ canetwork.org

    Website: www.canetwork.org

    Hours: 9:00 a.m. 5:00 p.m.

    Monna Loftis, Director, The Fort Worth Initiative

    FORT WORTH, TX

    Cindy Boyd

    Management Consulting, Specializing in Nonprofit

    Organizations

    3720 Bellaire Drive N.

    Fort Worth, TX 76109

    (817) 207-9633 FAX: (817) 921-4118

    E-mail: [email protected]

    HALLETTSVILLE, TX

    Janis Foster Richardson

    Coaching & Consulting Services

    113 E. Rogers Street

    Hallettsville, TX 77964

    (361) 798-1808 FAX: (361) 798-1809

    E-mail: [email protected]

    Website: w ww.janisfoster.com

    HOUSTON, TX

    Executive Service Corps of Houston2630 Fountainview, Suite 428

    Houston, TX 77057

    (713) 780-2208 FAX (713) 780-7764

    E-mail: [email protected]

    Website: www.eschouston.org

    Hours: Hours: 8:00 a.m. 5:00 p.m., M-F

    Jane T. Harding, Ph.D., Executive Director

    HOUSTON, TX

    Management Assistance Program

    United Way of the Texas Gulf Coast

    P.O. Box 924507

    Houston, TX 77292

    (713) 685-2312 FAX: (713) 685-5575

    E-mail: rhagerty@ uwtgc.org

    Website: www.uwtgc.org/help/map.html

    Hours: 8:00 a.m. 5:00 p.m., M-F

    Ronnie Hagerty, MAP Director

    JACKSONVILLE, TX

    A Circle of Ten, Inc.

    205 E. Commerce, # 205

    Jacksonville, TX 75766

    (903) 541-0013 FAX: (903) 541-0014

    E-mail: [email protected]

    Website: www.circleof10.org

    Hours: 8:00 a.m. 6:00 p.m., M-F

    Kathy Holdway, President

    LAREDO, TX

    City of Laredo

    Nonprofit Management & Volunteer Center

    1120 E. Calton Road

    Laredo, TX 78041

    (956) 795-2400, ext. 2257 FAX: (956) 791-4887

    E-mail: [email protected]

    E-mail: [email protected]: www.laredolibrary.org/nonprofit.html

    Hours: 9:00 a.m. 6:00 p.m., M-F

    Janice Weber, Library Director, ext. 2257

    Diana Fullerton, Coordinator/Nonprofit Management

    Center & Volunteer Center, ext. 2255

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    LIBERTY HILL, TX

    Kathleen McCleskeyKM Consulting and Training Connection

    200 Quarterhouse Drive

    Liberty, TX 78642

    (512) 515-0580FAX: (512) 515-0590

    E-mail: [email protected]

    www.kmconsultingandtraining.com

    LUBBOCK, TX

    Volunteer Center of Lubbock1706 23rd Street, # 101

    Lubbock, TX 79411-1213

    (806) 747-0551 FAX: (806) 747-8640

    E-mail: [email protected]

    [email protected]

    Website: www.volunteerlubbock.org

    Hours: 8:00 a.m. 5:00 p.m., M-F

    Sharon Bass, Executive Director

    LUBBOCK, TX

    Texas Tech University

    Outreach Extended Studies Department

    Box 42191

    Lubbock, TX 79409-2191

    (806) 742-7200, ext. 237 FAX: (806) 742-7277

    Email: [email protected]

    E-mail: wanda.merchant@ ttu.edu

    Website: w ww.dce.ttu.edu/outreach

    Birgit Green, DirectorWanda Merchant, Program Coordinator

    MARBLE FALLS, TX

    The Seriff Foundation

    608 Gateway Central

    Suite 200

    Marble Falls. TX 78654

    (830) 798-8873 FAX: (830) 798-8543

    E-mail: [email protected]: 8:00 a.m. 5:00 p.m.

    Donna Klaeger, Executive Director

    Midge Dockery, Associate Director

    MIDLAND, TX

    Nonprofit Management Center of the Permian Basin550 West Texas, Suite 1260

    Midland, TX 79701

    (432) 570-7971 FAX: (432) 498-8999

    Email: [email protected]

    Website: www.nmc-pb.org

    Hours: 8:00 a.m. 5:00 p.m., M-F

    Mark Palmer, Director

    Sarah Marler, Administrative Assistant

    SAN ANTONIO, TX

    TEXASNONPROFITS.ORG

    P.O. Box 90509

    San Antonio, TX 78209-9086

    (210) 805-9505.FAX: (210) 822-3066

    Email: [email protected]

    Website: www.txnp.org

    Jacqueline Beretta, Executive Director

    SAN ANTONIO, TX

    Nonprofit Management Program

    University of Texas at San Antonio

    Department of Public Administration

    501 West Durango Blvd.

    San Antonio, TX 78207-4415

    (210) 458-2691 FAX: (210) 458-2536

    E-mail: [email protected]

    Website:

    http://utsa.edu/copp/Center_for_Policy_Studies/mainCPS.html

    Hours: 8:00 a.m. 5:00 p.m., M-F

    Sandie Palomo-Gonzalez, Ph.D., Program

    Coordinator and American Humanics Director

    Teresa Pena, Administrative Assistant

    SAN ANTONIO, TX

    Nonprofit Resource Center of Texas

    7404 Highway 90 West, 78227-4024Mailing address: P.O. Box 27215, SA 78227-0215

    San Antonio, TX 78205

    (210) 227-4333, ext. 5676 FAX: (210) 227-0310

    E-mail: [email protected]

    Website: www.nprc.org

    Hours: 8:00 a.m. 5:00 p.m., M-F

    Michael Robison, Executive Director

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    SAN ANTONIO, TX

    Texas Nonprofit Management Assistance Network9901 IH-10 West, Suite 800

    San Antonio, TX 78230

    (210) 558-2845 FAX: (210) 558-4207

    Email: [email protected]

    [email protected]

    [email protected]

    Website: www.texasnetwork.org

    Hours: 8:00 a.m. 5:00 p.m.

    Rose Mary Fry, Executive Director

    Rene Wilhite, Technology Manager

    SAN ANTONIO, TX

    Richard C. Alvarado

    Consultant

    1714 Wrangler Street

    San Antonio, TX 78227

    (210) 678-0636

    E-mail: [email protected]

    TYLER, TX

    Nonprofit Development Center

    United Way of Tyler/Smith County

    4000 Southpark, # 1200

    Tyler, TX 75703

    (903) 581-6376, ext. 211 FAX: (903) 581-6462

    E-mail: [email protected]

    E-mail: hcottrill@ uwtyler.org

    Website: www.uwtyler.orgHours: 8:00 a.m. 5:00 p.m., M-F

    Vicki Harvey, Director

    Hannah Cottrill, Training & Library Coordinator

    VICTORIA, TX

    Center for Nonprofit LeadershipUniversity of Houston at Victoria

    3007 N. Ben Wilson

    Victoria, TX 77901

    (361) 570-4296 FAX: (361) 570-4207

    E-mail: clodfelters@ uhv.edu

    Website: www.texascrossroads.com/Groups-cnl

    www.uhv.edu/asa/centernp/cnlprog.htm

    Hours: 8:00 a.m. 5:00 p.m., M-F

    Suzanne S. Clodfelter, Manager, Center for Nonprofit

    Leadership

    WICHITA FALLS, TX

    Nonprofit Management Center of Wichita Falls

    2301 Kell Blvd., Suite 218

    Wichita Falls, TX 76308

    (940) 322-4961 FAX: (940) 322-4962

    E-mail: [email protected]

    Email: nonprofitctr@ cst.net

    Website: www.nonprofitcenterwf.orgHours: 8:30 a.m. 5:00 p.m., M-F

    Dee Decker, Executive Director

    Teresa Davis, Administrative Assistant

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    Notes:

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    2006 Texas Community Building with Attorney Resources

    www.texascbar.org

    Phone: 512-374-2710

    Toll-Free: (800) 369-9270, ext. 2710

    Fax: 512-447-3940

    Email: [email protected]

    Forming a NonprofitTax-Exempt

    Corporation in Texas2006 Edition