NonStock Corporations

1
Non-Stock Corporations

• Joanne Harmon Curry
• Lathrop Clark LLP

2
Agenda

• School Board as Authorizer
• Advantages of Non-Stock Corporations
• Organizing the Non-Stock Corporation
• Governance Structure
• Articles of Incorporation Bylaws
• Resolutions
• 501(c)(3) Tax Exempt Status
• Open Meetings Public Records

3
School Board as Authorizer

• School Board enters into a contract with a
  person/entity to operate a charter school
• Assists charter school operators in developing
  quality schools
• Identifies uses district resources to
• Develop fair procedures and rigorous criteria for
  evaluating proposals
• Award contracts
• Evaluate success

4
Advantages of Non-Stock Corporation

• Provides an organizational structure
• Liability protection
• Ability to contract
• Hiring personnel
• Tax benefits for gifts/donations
• Issuance of bonds

5
Components of Organization

• Articles of Incorporation Bylaws
• Directors and Officers
• Employer ID and Account Numbers
• Section 501(c)(3) Tax Exempt Status
• Wisconsin Sales Property Tax Exempt
• Charitable Solicitation Registration

6
Governance Structure

• Directors
• Voting Members Optional
• Must have at least 3 directors
• Non-member corporation
• Self-electing or
• Appointed or
• Designated in the Articles of Incorp. or by-laws
• Officers

7
Open Meetings

• Applies to every meeting of a governmental body
  Wis. Stat. s. 19.83
• Charter schools are likely quasi-governmental
  corporations
• Factors considered
• Serves a public purpose
• Extent to which it receives public funds for its
  operation
• Positions of Board of Directors are reserved for
  government employees or officials
• Government employees serve as officers of Board
• Location of corporation in government offices,
  uses government equipment, staffed by government
  employees
• Compliance with the open meetings law should be
  adhered to for all business specific to the school

8
Meetings

• Whenever members of Board convene for purpose of
  engaging in governmental business or
• Any meeting with number of members needed to
  approve any action or to engage in
  discussion/information gathering that will
  determine future course of action
• Written communications
• Telephone conference calls
• Electronic communications
• Walking quorum

9
Public Records

• Any record maintained by a governmental
  authority Wis. Stat. s.s. 19.35(1), 19.32
• Includes a quasi-governmental corporation
• Operator must make records produced or collected
  under its contract with the school board
  available to the school board for public
  disclosure