NACD Instructor standards violation

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The reason I ask is that the only way to sort this out is to get some person, somewhere, someone, to gather the proxies of the members. Once the proxies are gathered, a meeting of the members can be called to elect a BOD, then fix the status as a non profit (this will take years. I'm going through it now, and it's costing thousands, more than the $7k I hear are in the accounts), then recreate the member lists, but no money may be donated or spent until the application for non-profit status and an emergency declaration is submitted to the IRS.

It may be easier to start over.
 
The reason I ask is that the only way to sort this out is to get some person, somewhere, someone, to gather the proxies of the members. Once the proxies are gathered, a meeting of the members can be called to elect a BOD, then fix the status as a non profit (this will take years. I'm going through it now, and it's costing thousands, more than the $7k I hear are in the accounts), then recreate the member lists, but no money may be donated or spent until the application for non-profit status and an emergency declaration is submitted to the IRS.

It may be easier to start over.

Therein lies the problem. Enough people have tried and been . . . . dissed? threatened by the lawyer? overburdened with secret squirrel requirements? . . . that no one really want to try any more. No one trusts the 'old guard', and all the finger-pointing and flame-throwing have dampened the spirits of just about everyone. However, we just love watching the train wreck.
 
Especially one that just keeps giving and giving and giving. Kinda like the 2016 elections.
 
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The reason I ask is that the only way to sort this out is to get some person, somewhere, someone, to gather the proxies of the members. Once the proxies are gathered, a meeting of the members can be called to elect a BOD, then fix the status as a non profit (this will take years. I'm going through it now, and it's costing thousands, more than the $7k I hear are in the accounts), then recreate the member lists, but no money may be donated or spent until the application for non-profit status and an emergency declaration is submitted to the IRS.

It may be easier to start over.

So a question for you, @Wookie ;

At what point IS the organization dissolved? At what point do you just say, go away?

After my brief foray into the org, I determined several things:

One, the framework - the ByLaws - suck. There is no strong foundation. Some paragraphs counter other parts, and some are so inflexible as to be stupid. Without a solid, clear, foundation, the whole organization is rickety.

Two, the culture sucks - the not-invented-here-syndrome. I urged my committee (ByLaws) to go for the low-hanging fruit, the points that needed changing and no one would argue. Example, that the Bod could notify members of announcements and meeting minutes by any appropriate means, including but not limited to email, web posting, etc. (currently, only USPS mail is appropriate). I pulled the various bylaws from organizations on base, because I knew they were vetted by lawyers. They were, I am told, submitted to the BoD. Not a thing was done. Nothing. On such insignificant yet important points.

So . . . IMO, the members have thrown up their hands in disgust. What now?
 
Especially one that just keeps giving and giving and giving. Kinda like the 2016 elections.
Well, no, we actually know when the 2016 elections will be dead and finished. This NACD thing is more like a Zombie.
 
I'm not a lawyer, and nothing I say.....

First of all, the IRS changed the rules for non-profit corps a couple of years ago in a crackdown to limit people using them. A NP must be a corporation in good standing with the State of Incorporation. Any active NP must have a dissolution plan, and an automatic trigger as to when the dissolution plan is engaged. The IRS says that all present NPs have to go through this process of making this a part of their by-laws. The dissolution plan includes what to do with the money and assets. In the case of the dissolution of NACD, the logical choice would be to give it all to CDS, it has to go to another non-profit. Id guess if no one is filing returns, they probably aren't keeping up with by-laws, either....


1. How do I dissolve my nonprofit corporation?

Here is a suggested list of steps to follow when/if dissolving your nonprofit corporation.

A. Develop a dissolution plan to liquidate or dispose of your assets. If you are a tax-exempt organization, specifically a 501(c)(3), you need to distribute any remaining assets after creditors are paid to another 501(c)(3). Check your Articles of Incorporation to see if you named another organization to receive your assets on dissolution. If you do not have a copy, you can request one from the Oregon Secretary of State's Corporation Division.

B. Check your Articles of Incorporation and bylaws to determine if you have members entitled to vote on dissolution matters and whether anyone else’s approval is required. If your corporation does not have members entitled to vote on dissolution, dissolution must be approved by a vote of the majority of Directors in office at the time the plan is approved. If your corporation has members entitled to vote on dissolution, the Board must adopt the plan of dissolution and then submit it to your members for approval.

C. Determine if you have any creditors or any claims against the corporation and then determine if you have sufficient assets to pay claims. Identifying and paying creditors is vital because it is possible for individual directors to be held responsible for organizational debts. Claims can include:

  • Employees who may have claims for unpaid benefits, unemployment claims or other employee related claims;
  • Your landlord, if you lease space, or whoever holds your mortgage, if you own your building;
  • Funders who have restricted the use of assets purchased with the funds they provided;
  • Any taxing authorities;
  • Any creditors or vendors to whom you may owe money.
D. Notify known claimants of the dissolution in writing any time after its effective date. The written notice must describe the information you want the claimant to include in the claim, provide a mailing address where the claim can be sent, state a deadline by which the dissolved corporation must receive the claim (no fewer than 120 days from the date of the written notice), and state that the claim will be barred if not received by that deadline.

E. Notify the DOJ of your dissolution in writing if you incorporated as a Public Benefit or Religious Corporation. The written notice should state that you are intending to dissolve and include a copy or summary of your dissolution plan. The dissolution form and instructions can be found here. Your corporation cannot transfer assets as part of the dissolution (see steps A and C above) until 20 days after it has given a written notice to the DOJ, or until the DOJ has consented in writing that it will take no action with respect to the transfer. Once all of the assets have been distributed, you need to deliver a list to the DOJ showing those, other than creditors, to whom the assets were transferred or conveyed, including the address of each person and what each person received.

F. File your Articles of Dissolution with the Oregon Secretary of State. The dissolution is effective on the date it is filed by the Secretary of State, unless you specify a delayed effective date (no more than 90 days after the document is filed).

G. Send a copy of the Articles of Dissolution to the IRS. If you file Form 990, 990-EZ or 990-N, you can attach a copy of the Articles of Dissolution to your final return. The IRS must be notified within 4 months and 15 days of the date of dissolution that the organization has been dissolved. More information about notifying the IRS can be found here.
 
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I'm not a lawyer, and nothing I say.....

First of all, the IRS changed the rules for non-profit corps a couple of years ago in a crackdown to limit people using them. A NP must be a corporation in good standing with the State of Incorporation. Any active NP must have a dissolution plan, and an automatic trigger as to when the dissolution plan is engaged. The IRS says that all present NPs have to go through this process of making this a part of their by-laws. The dissolution plan includes what to do with the money and assets. In the case of the dissolution of NACD, the logical choice would be to give it all to CDS, it has to go to another non-profit. Id guess if no one is filing returns, they probably aren't keeping up with by-laws, either....
Frank has my vote (I have no idea if I'm still a member or not, and I guess no one else knows either.) for the next President of the NACD. Sorry, Frank, nothing personal.
 
@Wookie

A vote for Frank is a frank vote!

Be a Frankophile, not a Frankophobe!

FrankPres.png

 

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Frank has my vote (I have no idea if I'm still a member or not, and I guess no one else knows either.) for the next President of the NACD. Sorry, Frank, nothing personal.
I think you have to be a cave instructor. I'm skeered of caves.
 
I think you have to be a cave instructor. I'm skeered of caves.
I think that's a stupid standard, anyway. I'd rather have someone who understand how to run things. IMO.
 
http://cavediveflorida.com/Rum_House.htm

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