LAW Flashcards
What is the articles of incorporation
-A contract between the state and the organization -Contains statements of purpose, powers, and other aspects required by law -includes: name, address, legal agent, purpose, nonprofit status, whether there are bylaws, membership, number of directors and officers, committees, procedures and names of incorporators
What are bylaws
-Rules for internal organization and governance -Usually not required by state -Establishes rules that provide consistency and continuity of operations -Defines the relationship between org and members -Articles of incorporation trumps bylaws -Authority to amend rests with members -Gives general guidance on dues structure, number of directors, functions of staff etc. -Should be available to all members
What does LERP stand for
Legal, Ethical, Reasonable/Relational, Practical/procedural
What is Amicus Brief
Intended to develop and expand on arguments
It cites new connections and interesting info related to other cases to call to the courts’ attention
What is a requirement for 501c6 to disclose related to charitable contributions
A statement must be displayed on invoices or other requests for payments when donors assume that contributions are tax deductible but they are not. Failure to comply is a $1000 per offense
What is a whistleblower
a person who raises a concern about wrongdoings occurring in the organization.
Whistleblower act protects these individuals from being fired.
What is a registered agent
A person that receives official notices to the entity and can be served with papers if the entity is sued.
Often the agent has to reside in same state as the incorporation
What is LEED certified structure
A building that has received the US Green Building Council’s Leadership in Energy and Environmental Design (LEED) designation
What is a force majeure clause
A performance contract clause which excuses a party from liability should a performance be prevented due to discruptive circumstances beyond that party’s control. For example, natural disasters, war etc
What is a foundation
a subsidiaries that are formed for 501c3 in order to fulfill a special educational or charitable need.
Whatis inurement
when a transaction or exchange occurs whereby an individual with a personal interest acquires economic gain through the funds or assets. Examples, payment of dividends, transferrign property for less than fair market value
Private inurement
IRS condmens this can revoke non profit status. Can impose an exise tax
What is disaster doctrine recovery
a crisis planning process that helps anticipate areas like service interruptions, emergency incident assessment and operational impact.
What are the critical considerations for vendor agreements
- Service delivery 2. performance 3. disaster recovery 4. security 5. risk management
What are some potential antitrust violations
Fixed prices; allocated markets; restricted access; restraint of trade
What is indemnification
law allows non profits to indemnify their officers and directors against claims made against them on behalf of the association except in criminal situations. Stated in the bylaws
What are “ultra viries”
officers or other volunteers do something without authority
What are torts
activities or wrongful act that causes injury or damage results in legal liability.
What is work made for hire
when a program is written by an association employee is presumbed to be owned by employer. When dealing with contractor, be certain to put in writing who owns the finished product.
What labor laws apply to 1-14 employees
Civil rights acts, employee retirement, equal pay act of 1963, FLSA, FICA, HIPAA, IRCA,
What labor laws apply to 11-14 employees
Add OSHA
What labor laws apply to 15-19 employees
Add Civil rights acts of 1964 Title VIInd 1991 Title I, and ADA
What labor laws apply to 20-49 employees
Add ADEA and COBRA
What labor laws apply to 50 or more employees
Add FMLA
What are the criteria to qualify for a 501c3
Must be organized and devoted (80-95%) to one or more expempt public purposes, such as education, charitable or religious. Must not participate or intervene in polical campaign
What is conflict of interest
situation where your own self interest might conflict with the organizations interest
What are the two elements of conflict of interest policies
A requirement to disclose conflict or potential conflicts; a prohibition on members voting on any matter in which they have a conflict or potential conflict
What are three elements required to build trust
- achieving results 2. acting with integrity 3. demonstrating concern
What is the sherman act, clayton act, and federal trade commission act
Sherman act = monopolies not allowed
Clayton act = no price discrimination
Federal trade commission act = unfair trade no allowed
What is ethics?
What we ought to do even if it costs more than we want to pay. Having moral courage to do the right thing
What is a truly effective board?
When directors who can work as a group to clearly define their role and mission. Essential is agreement and alignment.
An effective board is a strategic board, forward-looking insights
What are three questions to ask when faced with an ethical question
Is it legal?
Is it balanced?
How will it make me feel about myself?
What is a strategic board look like
directors who commit to performing at their full potential and have courage and self-awareness to raise and address any personal development needs. They are able to give constructive feedback to others to enhance personal effectiveness of their board colleagues
What are the 5 key elements of a high impact board
- The strategic framework is clear and detailed
- Detailed design of the boards governing work
- Standing committees that serve as powerful governing engines
- Board self-management and performance accountability
- strong support from a board savvy CSE
What are the hierarchy of documents
- articles of incorporation - type of org and where located. establishes the legal basis of existence
- bylaws - defines who can participate in the org etc.
- board policy manual and followed by the minutes
- procedures - step by step processes on how to accomplish tasks
- practices - not documented in polices
