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1 875 Third Avenue 8 th Floor New York, NY T: F: To: New York Not-For-Profit Corporation Clients and Friends Date: June 9, 2014 Re: Newly Adopted New York Non-profit Revitalization Act of 2013 New legislation, the Non-profit Revitalization Act of 2013, was recently adopted in New York. It affects all New York not-for-profit corporations. In some cases, it requires bylaw amendments for a corporation to keep in compliance with the law. In other, it allows for new flexibility in not-for-profit corporation operations. This newsletter will alert you to requirements of the new legislation and identify issues raised by the new law that may affect your not-for-profit organization 1. All New York not-for-profit corporations are required to comply with the Act s new requirements by the effective date, July 1, In addition, you may wish to become aware of some procedural changes that were implemented to ease the burdens on nonprofit organizations. Further, the Attorney General s office will have expanded enforcement powers that corporations should be aware of. This newsletter outlines a number of action items but does not constitute legal advice with respect to the effect of the new legislation on your not-for-profit corporation. Contact Burt Allen Solomon, Esq. at ext and Danielle M. Wanglien, Esq. at ext. 8872, of this office for a more in-depth review of particular issues as they pertain to your organization. The Nonprofit Revitalization Act: An Overview Effective Date. The new Non-Profit Revitalization Act of 2013 (the Act ) was signed into law on December 18, 2013 reforming archaic corporate compliance procedures while enhancing regulatory enforcement and oversight. It takes effect July 1, This memorandum shall occasionally refer to nonprofit organizations in reference to not-for-profit corporations v2

2 Page 2 Automatic Changes. Some changes imposed by the Act will take place automatically. Examples are governance requirements pertaining to who may serve as Chair of the Board, compensation structures, and procedures regarding related party transactions. Changes Requiring Action by Nonprofit Boards of Directors. Other governance requirements imposed by the Act require action by the organization. These include adoption of policies pertaining to conflict of interests and whistleblowers and establishment of audit committees. Newly Relaxed Requirements. In addition to the statutory and mandatory requirements, the Act relaxes some of the existing compliance requirements. For instance, the law will now allow non-profit corporations the option to implement procedures to set a range for the size of their boards, lower quorum requirements, provide for and fax notices, and other options discussed in the attached Summary of Significant Items: Nonprofit Revitalization Act of Reporting Thresholds Raised. The Act also adopts new financial reporting rules for organizations which are required to register to conduct charitable solicitations. The audit threshold for soliciting nonprofits has been raised from an annual revenue of $100,000 to $250,000. The Act also provides that the threshold level will be raised further in 2017 and AGNY Oversight. Last, but certainly not least, the Act expands the New York Attorney General s oversight and enforcement power to allow the Attorney General s office discretion to grant certain approvals, commence proceedings and seek relief relating to improper related party transactions.

3 Page 3 Summary of Significant Items: Nonprofit Revitalization Act of 2013 Actions Required to be Taken by Boards of Directors of New York Nonprofits Conflict of Interest Policy. All not-for-profit corporations must adopt written Conflict of Interest policies for their directors, officers and key employees. o Policies must include: a definition of what constitutes a conflict of interest; procedures for disclosing a conflict of interest; a requirement that an interested person may not participate in, be present at or influence the deliberations or voting on the subject of a conflict; a procedure for documenting the existence and resolution of conflicts in the corporate records; procedures for disclosing, addressing and documenting related party transactions. o Previously adopted Conflict of Interest policies based on federal, state or local laws that are substantially consistent with the new requirements will be deemed in compliance with the new Act s provisions. Whistleblower Policy. Nonprofit corporations with 20 or more employees and annual revenue in excess of $1,000,000 must adopt whistleblower policies. o The policy must establish that no director, officer, employee or volunteer who in good faith reports any action or suspected action that is illegal, fraudulent or in violation of the organization s policy will suffer intimidation, harassment, discrimination, retaliation or other adverse consequences. Audit Committee Requirement. Corporations that are required to register to conduct charitable solicitations in New York and which have annual revenue in excess of $500,000 must have Audit Committees that consist of at least three independent

4 Page 4 directors, or must designate audit duties to independent directors of the Board. 2 duties include: These o Overseeing the accounting and financial reporting processes and audit of the financial statements; o Annually retaining/renewing retention of an independent auditor; o Reviewing the results with the independent auditor. Additional Audit-Related Requirements. Corporations that are required to register to conduct charitable solicitations in New York and which have annual revenue in excess of $1,000,000 must comply with all of the above plus: o Reviewing with the independent auditor the auditor s scope of planning prior to commencement of an audit; o Reviewing and discussing with the independent auditor any material risks or weakness in internal controls identified by the auditor, any restrictions on the scope of the auditor s activities or access to information, any significant disagreements between the auditor and management, and the adequacy of the organization s accounting and financial reporting processes; o Considering annually the performance and independence of the auditor; and o If these duties are performed by an audit committee, reviewing the activities with the Board. Statutory Changes Automatically Effective Under the Act Effective July 1, 2014 all existing not-for-profit corporations will become either charitable or non-charitable not-for-profit corporations without needing to take any action. o Charitable corporations will be defined by the Act as any not-for-profit corporations that are formed for charitable purposes 3 (entities currently classified as Type B or C corporations). 2 Organizations with annual revenue of less than $10 million in the last fiscal year ending prior to January 1, 2014, have until January 1, 2015, to implement procedures to comply with this requirement.

5 Page 5 o Non-charitable corporations will be defined by the Act as any not-for-profit corporations that are formed other than for charitable purposes (entities currently classified as Type A corporations). o Corporations that are formed for both charitable and non-charitable purposes will be considered charitable corporations. o Corporations that are currently classified as Type D entities will be either charitable or non-charitable corporations depending on the purposes set forth in the certificate of incorporation. The Act relaxes requirements for approving non-substantial real estate transactions. Under the new law, nonprofits may Board approve real estate transactions by a majority vote or allowing for committee approval. In addition, the corporation is permitted to lease real property from a third party without being subject to enhanced board vote requirements. The Act eliminates standing and special committees of not-for-profit corporations. This elimination means that all committees which have the authority to bind the board by their actions must be specified in the by-laws or formed by a majority vote of the entire board. o Each committee must have at least three directors. 4 o The Act also provides for the creation of committees of the corporation. These committees can consist of non-voting members and do not have the authority to bind the board. The Act eliminates the current requirement of the law for a corporation to disclose residential addresses of its officers or directors if a demand is made by a member or creditor of the corporation, or by the Attorney General or the Secretary of State. 3 N-PCL 102 (a)(3-b) defines charitable purposes as purposes contained in the certification of incorporation... that are charitable, educational, religious, scientific, literary, cultural or for the prevention of cruelty to children or animals. 4 This may create problems for smaller not-for-profit corporations if they do not have enough independent directors to allow the board to take action in the event of a conflict of interest or a related party transaction.

6 Page 6 The law will no longer consider independent consultants hired solely as grant writers to solicit funds for governmental agencies or qualified charities to be fundraising counsel, thereby no longer requiring such individuals to be registered with the Charities Bureau and bonded and to file copies of written contracts with the nonprofit corporation. o This change does not apply to grant writers seeking funds on behalf of nongovernmental or non-charitable organizations. The Act imposes new requirements to limit interested or related party transactions, including disclosure, non-participation in deliberations and specific requirements for board determinations of fairness, reasonableness and the corporation s best interests. In the event that a party to a transaction has a substantial financial interest, stringent new requirements will apply. Employees of the nonprofit corporation cannot serve as chair of the board or in another position with similar responsibilities; i.e. as president. Actions for Consideration by New York Nonprofits Possible steps to consider: o By-law amendments to specify the exact number of directors that comprise the board of directors or a range for the number of directors. o Relaxation of requirements for approving non-substantial real estate transactions such as allowing for committee authorizations. o Notifying directors that and fax communications may be used for member meeting notices, waivers of meeting notices, granting proxy authority and for actions authorized by member, board, or board committee written consent. o By-law amendments to lower quorum requirements as allowed by the new law generally, one-third (1/3) of the entire board or lower for boards with fifteen (15) or more members. o Review of written investment policies to ensure compliance with New York s Prudent Management of Institutional Funds Act.

7 Page 7 Expanded Oversight and Enforcement Power Delegated to the New York State Attorney General s Office Under the Act, New York Supreme Court approval will generally no longer be needed to amend the purposes or powers stated in certificates of incorporation; to dispose of all or substantially all of a corporation s assets; or to merge, consolidate; dissolve nonprofit corporations. Approval of the Attorney General s office will frequently suffice. The Attorney General will be authorized to commence proceedings to enjoin, void or rescind inappropriate related party transactions. o The Attorney General may also seek monetary relief for willful and intentional improper related party transactions. The Attorney General will be authorized to bring actions against nonprofits for failure to comply with certain registration requirements. As stated above, this is merely an overview of the more salient of the many changes adopted by the new law and is not intended to be legal advice. If there are any questions regarding the legal implications for your not-for-profit corporation of the Nonprofit Revitalization Act of 2013, or about the steps your organization should take to ensure compliance with and to take advantage of provisions of the Act, please contact us. Norris McLaughlin & Marcus, P.A. B urt Allen Solomon Danielle M. Wanglien

8 Page 8 bcc: Ezra N. Goodman, Esq. Burt Allen Solomon, Esq. Dean M. Roberts, Esq. Karol S. Robinson, Esq. Michael T. Reilly, Esq. Danielle M. Wanglien v2

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