Common mistakes in homeschool group bylaws

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Nonprofit attorneys at Veneable LLP posted 15 Most Common Nonprofit Bylaw Pitfalls: How to Avoid the Traps

I adapted their suggestions (all excellent if you want to read their entire list) for homeschool organizations and added some of my own tips as well.

Common Nonprofit Bylaw Pitfalls

1. Understand your state’s nonprofit corporation law.

Veneable LLP advises, “Nonprofits need to be sure that their bylaws do not permit practices that are prohibited by the state nonprofit corporation act.”  It’s not a lot of fun reading state corporation laws (I’m read several of them!), so this is where a pro bono lawyer would come in handy. Ask  your members if anyone has a lawyer in the family who would be willing to check your bylaws against state nonprofit corporation laws.

2. Make sure your bylaws are consistent with other regulatory documents.

If your homeschool group is an educational organization (and most are!), make sure your bylaws do not contradict IRS requirements for 501(c)(3) tax exempt organizations. There are certain things the IRS prohibits 501 (c)(3) organizations from doing such as distributing its assets to members. Read the IRS prohibitions .

3. Be sure to address all foreseeable scenarios.

What if you need to remove a board member? Do the bylaws address that? How will the board member be replaced? Try to think of how things could go wrong or how a  group of disgruntled members could take over your organization. Veneable LLP is correct is stating, “It is important to take the time to carefully walk through all of the “what-if” scenarios to avoid holes in the bylaws.”

4. Keep your bylaws flexible.

From the attorneys at Veneable LLP, “Building flexibility into the bylaws including a range for the exact number of board members and allowing the board to designate additional officers not named in the bylaws, can help the organization moving forward. Bylaws should provide an outline of the governance structure but also should allow some flexibility if and when changes are needed in the future. ”

5. Reserve the details for policies, not bylaws.

“Bylaws generally should be a relatively concise and easy-to-navigate document, leaving the details to policies, which can be more easily revised in the future. This way, bylaws will not need regular amendment.” advise Veneable LLP. Frequently homeschool organizations have policies on sick children, membership requirements, dress codes, late payments, student conduct, etc. These do not belong in the bylaws, but in separate policies.

6. Keep your bylaws current.

One homeschool group used bylaws that mentioned notice of meetings could be delivered by telegraph! Time to update those bylaws! 🙂

7. Ensure that your purposes clause reflects your organization today.

Veneable LLP advises, “Most nonprofits also have a purposes clause contained near the beginning of their bylaws, and many times that purposes clause will differ from the purposes clause in the articles of incorporation. The two clauses should be fully consistent and, therefore, an organization might want to include a clause in the bylaws which simply refers to the purposes clause as written in the articles of incorporation. In addition, the purposes clause in the articles of incorporation should be reviewed, keeping in mind that a clause drafted 30 or more years ago may not accurately or fully reflect your organization today.”

An example would be for faith-based homeschool organizations to be very clear that they have a religious purpose, so that their religious freedoms are protected. If your religious purpose is not clear in your Articles of Incorporation, then it’s time to amend your Articles. This is usually done through your Secretary of State’s office.

8. Closely review the meeting and voting procedures for members and directors.

Review how members (if there are voting members) and directors are permitted to meet and vote. Many homeschool organizations do not have voting members; the board makes all the decisions. In this situation, it’s important to be very clear in the bylaws how the board is chosen.

9. Do not make your bylaws too difficult to amend.

Occasionally your bylaws may need an update. Usually bylaws require a super majority of 2/3 or 3/4 of the board to change the bylaws. One homeschool group found that their bylaws required a meeting of members with two week notice before they could change their bylaws. This was quite difficult to accomplish in the summer and slowed down their ability to make necessary changes.

I hope you find these tips on bylaws helpful. Take time for your board to review your bylaws (hopefully you can find them!) and update them as needed. If you don’t have bylaws, you can start with my sample bylaws  or do an internet search on “homeschool bylaws.”

Carol Topp, CPA

Serving on a nonprofit board: What is required?

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I think we have 3 people willing to be on the board. Their main question is time commitment. I have no idea what to tell them. Do you have any support materials to help leaders judge this?

Jennifer in North Carolina

Jennifer,

Board commitment can vary a lot. Some homeschool organizations need everyone to pitch in on co-op day, but the board may only meet once a month for 1-2 hour long meetings.

The more important issue is that potential board members consider their duties as board members.

Each board member has a fiduciary (i.e. legal) duty to manage the organization and its funds within the purpose/mission of the organization and not for private gain or benefit. The board’s job is to govern the organization, be responsible for the management of funds, and be responsible for its programs.

From Ohio Attorney General Guide for Charity Board Members comes this excellent list of the duties of board members (with my comments and links added).

Duty of Care

  • Read and understand mission, vision, and governing documents. I recommend a board binder for important documents.
  • Attend board and committee meetings.
  • Be informed and prepared to participate in decision-making and oversight.
  • Exercise same care as a prudent person would in the handling of their own affairs.

Duty of Loyalty

  • Be prepared to put organizational objectives above self-interest.
  • Establish and follow written policies concerning conflict of interest situations.
  • Disclose personal financial interests when needed/excuse yourself from voting. See a sample Conflict of Interest policy.
  • Avoid entering into business relationships between board members and the organization.

Duty of Management

  • Develop policies that assure the financial responsibility of the organization. Get my list of best practices when you sign up for HomeschoolCPA’s email list.
  • Keep accurate and complete records of income, expenses, investments, and minutes.
  • Develop budget as a blueprint for program plans and all organizational spending. My book Money Management in a Homeschool Organization can help you create a budget.
  • Develop fundraising goals and assist the organization in acquiring adequate resources.

Duty of Compliance

  • Understand and comply with governing documents, including bylaws and code of conduct. Sample bylaws.
  • Know and comply with state and federal laws governing non-profit organizations, including registration and reporting requirements. If you’re unsure about what your filings requirements are, contact me and we can discuss it. My book, The IRS and Your Homeschool Organization, will also be helpful.

I hope this list of duties doesn’t scare away your potential board members! I have found that serving on a nonprofit board has been one of the most rewarding things I have done.

Carol Topp, CPA

 

Can board members be responsible for a nonprofit’s employer taxes?

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If the IRS rules that a 501c3 nonprofit organization has misclassified its workers as independent contractors instead of employees, and the back taxes, fines, and/or penalties exceed the resources of the organization, what happens? Is it possible that the membership of the organization and/or members of the board could be financially responsible?

Lisa

Lisa,

Yes, the board members can be held personally responsible for employment taxes owed by a nonprofit organization. That’s why many nonprofits with employees have Director and Officers insurance.

Here’s a website that discusses paying employer taxes. (Employer taxes are slightly different from what you asked, but its still a tax/fine imposed by the IRS or state govt).

https://nonprofitquarterly.org/governancevoice/5516-not-paying-your-taxes-your-board-could-be-personally-liable.html

The author, a nonprofit attorney,  states

“If a nonprofit fails to pay taxes, the IRS may go after individual board members and executives to repay the money.…The IRS doesn’t want to discourage service on the boards of charitable organizations. But the IRS wants its money and will get it any way it can and from whomever it can prove was a responsible person.

Board members and senior executives of any charitable organization should be vigilant in ensuring that an organization is current in all its payment obligations to taxing authorities.”

Carol Topp, CPA

Calendar of Board Topics for Homeschool Groups

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This blog post from Nonprofit Law Blog had a great idea: Create a calendar of topics your board should discuss every year.

I modified their ideas a bit for typical homeschool organizations and came up with this list of topics for your board to discuss each month:

  1. Welcome new board members and give them a history of your organization, its purpose, an understanding of their duties and a board binder. Read over the bylaws and review your mission and purpose statement.
  2. Discuss new programs and activities.
  3. Decide on discounts and appreciation gifts for volunteers.
  4. Go over best practices to avoid fraud. Read them here. Implement changes as needed.
  5. Discuss fundraising techniques.
  6. Authorize committees, recruit members and delegate duties to them.
  7. Review your conflict resolution policy. How do you solve conflicts. Read The Peacemaker.
  8. Review your risk areas, safety policies and insurance coverage.
  9. Evaluate any paid workers, independent contractor agreements, and employment practices.
  10. Recruit, nominate and elect new board members.
  11. Set a budget near the end of the year for the next year.
  12. One month after end of fiscal year file IRS form 990/990-EZ or 990-N and any state forms.

As you can see, I have links to articles and blog posts on most of these topics.

And my books,

  • Homeschool Co-ops: How to Start Them, Run Them and Not Burn Out
  • The IRS and Your Homeschool Organization.
  • Money Management in a Homeschool Organization

have many issues for your board to discuss as well.

Carol Topp, CPA

 

 

Can a homeschool group give perks to board members?

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Can a member of the board (of our homeschool group) be given free tuition as a perk? Or could this be a conflict of interest?

Ashley

 

Ashley,

It is a conflict of interest if the board votes itself tuition discounts. A nonprofit board member has a duty of loyalty to the organization above themselves. So if a board votes themselves a tuition discount, their loyalty comes into conflict with their personal benefit.

If only one member receives a discount, the rest of the board could vote to give that person a discount in appreciation for her volunteer efforts. That member benefiting should not be in the room during the discussion on discounts and they should not be allowed a vote.

If the entire board wants a discount for each member, then perhaps the bylaws should state that. If the bylaws are amended, I’d recommend  a vote be put to the membership at large approving the discounts as a “perk” of serving on the board.

I’d also recommend a conflict of interest policy. See samples here:http://homeschoolcpa.com/leader-tools/sample-documents/

Carol Topp, CPA

Create a board binder of important papers for your homeschool organization

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I was helping a homeschool leader apply for 501(c)(3) tax exempt status for her homeschool co-op when she mentioned that she had created a binder of important papers. That’s an excellent idea!

I suggested she create three binders and share them with her board members, especially:

  • The secretary who is the keeper of the paperwork for the organization
  • The treasurer who is responsible for the annual reporting to the IRS and their state.
  • The board president whose job it is to make sure everyone else is doing their jobs.

All the board members are responsible for management of the nonprofit and compliance with nonprofit laws. Having a binder of important papers that leaders can to pass down future leaders will make sure the organization is managed well and in compliance with all its reporting obligations.

Here’s what to put in your homeschool organization binders:

  • Employer Identification Number (EIN) letter from the IRS.
  • Articles of Incorporation from your state. This should be the official certified copy with a date stamp proving that your Articles of Incorporation were filed with your Secretary of State.
  • Bylaws. Date them so you have the most recent copy.
  • IRS 501(c)(3) determination letter.
  • IRS Annual Information Returns, the Form 990N, 990-EZ or full 990s
  • IRS Form 8822-B to change the contact name associated with your EIN or to change your address
  • Any state annual reports you file. (If you don’t know what reports you need to file with the state, contact me and I can help.)
  • Helpful articles from HomeschoolCPA.com
  • Books by Carol Topp, CPA especially Money Management in a Homeschool Organization
  • HomeschoolCPA.com website.

 

I highly recommend that you laminate or protect in plastic sheets these important documents.

Pass these binders down to the leaders who succeed you!

I’ve created a template for a board binder that you can purchase and create binders for your entire board.

Read more about the Homeschool Organization Board Manual template.

Carol Topp, CPA

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Easy to understand financial reports for a homeschool organization

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I see a lot of financial reports from homeschool groups. Some are clear, easy to understand and helpful to the board members.

Others are a confused mess.


Read about the most common record keeping mistakes that homeschool groups make and how to correct them in my book Money Management in a Homeschool Organization


 

Recently, I looked over a financial report from a large homeschool organization. They had two goals:

  • Make the financial statements easy to read and helpful to their board.
  • Make it easy to prepare their annual Information return, IRS Form 990. Because their financial reports were confusing, I spent extra time and money reclassifying their information to fit the IRS annual information return.

I recommended that this homeschool organization create a Chart of Accounts similar to the IRS Form 990 and other nonprofit organizations.

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Organizing the Chart of Accounts by categories and using subcategories and indents will make the financial reports easier to read and understand. This Chart of Accounts clearly separates Program Expenses and Administrative Expenses. Categories and subcategories  can be added as needed, but I encouraged the organization to keep the list short to make it easier to read the financial statements.

This organized report will make preparing the Form 990 easier (and less expensive).

 

Carol Topp, CPA

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Compensating board members can be troublesome!

man_with_bylawsI was recently reviewing the bylaws for a homeschool organization that stated,

Members of the Board of Directors may receive reasonable compensation for their services and may be reimbursed for actual expenses incurred in the maintenance of their duties

The board decided to pay its members for serving on the board. This board also selected its own members. There was no election or vote by the general membership on who served on the board.

It seems like a nice thing pay board members, right? They probably put in a lot of time and effort to run this homeschool group. What not pay them a bit for serving?

The IRS doesn’t like it.

A homeschool organization can compensate your board for their service, but compensation to officers is taxable income and the board members must be paid as employees. Other board members who are not officers can be paid as independent contractors and given a 1099-MISC.

Did you catch that? If board members are compensated, the IRS laws say they must be paid as employees. That means creating paychecks, paying payroll taxes (Social Security and Medicare), preparing W-2s, quarterly filings with the IRS and your state, and may mean Unemployment and Workers Comp taxes!

Does your homeschool group prepared to manage payroll? My new book Paying Workers in a Homeschool Organization can help with that!

Also because this board appoints itself, it is self-dealing to vote itself compensation. This is what the IRS calls private benefit or inurement and it is forbidden by the IRS. Your organization could lose its tax exempt status if you practice inurement or too much private benefit. The IRS is serious about this!!

What counts as compensation? Here’s some guidance from the IRS

1) salary or wages
2) contributions to pension and profit sharing plans
3) unpaid deferred compensation
4) payment of personal expenses
5) rents, royalties or fees
6) personal use of organization’s property or facilities

Look at  4) payment of personal expenses, such as paying a hired teacher on behalf of the board member, is taxable compensation.

Reimbursement of expenses is OK, but compensation of board members for their service is taxable compensation.

My advice to this homeschool group was to stop paying board members compensation for serving on the board. Paying board members is complicated, requires they be paid as employees, and is probably illegal for this self-appointed board.

Carol Topp, CPA

 


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Paying Workers in a Homeschool Organization-2nd edition

$9.95 paperback
130 pages
Copyright 2017
ISBN 978-0-9909579-3-5

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Coming soon…how to motivate every member in your homeschool group

Way back in 2009, I was asked by Denise Hyde to review her book One By One: The Homeschool Group Leader’s Guide to Motivating Your Members.

It was fantastic! Really good. Really helpful. Here was my review:

“One by One is a book that every homeschool leader needs, but does not realize the need until it is too late! Every leader has difficulty motivating members or getting volunteers, but they only ask for help when it’s too late and they are tired, frustrated and want to quit! Instead, leaders should read Kristen and Denise’s very practical and encouraging book.

Inside you will find the three secrets to successfully motivating every member and then practical, real-life ways to apply those skills to everyone from moms to teenagers. I especially appreciated the true stories of how Kristen and Denise implemented everything they suggest.

They know their stuff and have a heart to share what they know with others. Take some of the advice, share it with your fellow leaders, apply it and you will find happier members, a more relaxed leader and a successful group!”

 

Well, now I’m pleased to announce that Denise is updating the book and I will be helping her get out the word about this terrific resource.

She’s going to set the price a bit (well, a lot) lower and offer it in print and in ebook format.

There is a little more work to do on the book, but it should be ready  in a few weeks.

I’ll send out an email when it’s ready. And I’ll probably have Denise on my Dollars and Sense podcast to help you motivate every member!

 

Carol Topp

 

Ask your board these question to spark discussion and planning

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Does you homeschool organization’s board meeting always seem to focus on minor details and irritations? Do you lack direction and forward thinking?

Nonprofit guru TomOkarma shares some great ideas for you board members in  Board Presidents That Don’t Bore

He recommends taking 10 minutes at the beginning of your next board meeting and asked questions like:

  • If we were starting up our organization today brand new, what would it look like?
  • Would we recreate what we have now, or create something that looks different?
  • Say we just came off the most successful year we ever had from programming, fund development and organizational standpoints. What key steps or decisions did the board make resulting in these great results?
  • If we could do one thing right now that would improve our organization (whether internally or externally in our service delivery) and neither time nor money was an issue, what would that be?
  • Ask each member to explain your organization’s history, mission, and programs. It will be a good test!
  •  Pretend it was the worst year ever – what happened and how do we right the ship?
  • How about using the approach “Here’s what the organization is trying to achieve. In the past, it has achieved “A”, “B” and “C” in this way. It has not been able to achieve “D”, “E” and “F”. What do you think we should do in order to achieve these things?

Those ought to generate some discussion! You may have to set a timer to stop the idea flow and get down to business!

Or set aside an evening or a weekend to organize a board retreat and discuss these questions.

HS Co-ops Cover_400If you don’t have a board, make that a goal. My book Homeschool Co-ops: How to Start Them, Run Them and Not Burn Out will help you find members to help you lead your group.

And later in 2015 I hope to offer a new resource to help you motivate every member of your homeschool organization…details to come!

 

Carol Topp, CPA