J&G To Present NonProfit 102 Seminar by Gary M. Schuster, Esq., Partner – Jacobowitz and Gubits LLP
Jacobowitz & Gubits, LLP will be continuing its free series of seminars on nonprofit issues with NonProfit 102 to be held on March 26, 2019 at 6 p.m. at its office at 158 Orange Avenue, Walden. Partner Gary Schuster and Senior Counsel Kara Cavallo will discuss buying and selling real estate, disposing of substantially all assets, mergers and consolidations, affiliations and partnerships, and dissolution.
The transactions that will be discussed require thoughtful consideration and planning by an organization’s Board of Directors and advisers. Commonly, written plans are required setting forth the intended sequence of events and specific details of the transactions. These plans must be formally adopted by the Board of Directors. In many cases, if the organization has voting members, the members must approve the plan as well. Approval of the Attorney General or Supreme Court is frequently required. Approval of other government departments, such as the Department of Health or Education, may be required. Obtaining these approvals requires submitting formal petitions which are properly drafted and include all the necessary information and documentation.
All nonprofits strive to reduce costs and increase efficiency. Many do this by affiliating or partnering with other nonprofits to share office space, jointly purchase equipment and supplies, run programs, and even share employees. Careful planning and well-drafted contracts increase the chances for success and reduce the likelihood of conflict.
An old joke says that dying is expensive, and this holds true for nonprofits as well as people. If a nonprofit is impoverished to the point that it cannot achieve its purposes, the Board of Directors must have the hard conversation about dissolution, merger, affiliation, or some other mechanism for either survival or dignified demise. The procedure for dissolution is set out in the Not-for-Profit Corporation Law. Unfortunately, the procedure is somewhat lengthy and often requires the assistance of accountants and attorneys. It can cost a few thousand dollars, and sometimes more, to do properly. No nonprofit should be permitted to have so little money that it cannot dissolve in accordance with the law. That would be a breach of the Board of Directors’ duties of care and obedience to law.