[TriLUG] Upcoming vote on TriLUG non-profit status

[Justis Peters]

On 02/01/2011 10:36 AM, stan briggs wrote:
> to address the question of if we are or are not an NP (non-profit): yes, we are:
>    http://www.secretary.state.nc.us/corporations/Corp.aspx?PitemId=4745209
Thanks for the link, Stan. Also, thanks to everyone for your thoughtful 
discussion on this issue.

According to the records, we are still incorporated with the NC 
Secretary of State as a Non-Profit corporation. The NC SOS has contacted 
Jeri Gloege, the registered agent, to threaten "administrative 
dissolution". There is a link to an FAQ about administrative dissolution 
on this page:
   http://www.secretary.state.nc.us/corporations/corpfaq.aspx

Jeri Gloege no longer lives in North Carolina. She has been very 
generous in helping us to resolve this matter, but she will no longer be 
able to serve as the registered agent. One of the things we would need 
to do in order to keep the corporation is to change the registered agent 
to someone who lives in NC.

I do not remember the exact reason they are currently threatening 
administrative dissolution. It may be because Jeri moved out of the 
state or it may be because she asked the IRS to cancel our 501(c)(3) 
classification. I'll explain more about that in a minute. Our tax exempt 
status with the IRS is a separate issue from our corporate status.

Not all nonprofit corporations in NC are tax-exempt. Some pay taxes just 
like a normal corporation. That is an option available to us and, as 
pointed out in earlier emails, being recognized as a nonprofit 
corporation might help reassure a potential donor that we are a 
legitimate recipient.

Also, please note that administrative dissolution is reversible. There 
may be additional paperwork required and an additional fee, but there is 
a window of time during which we could reinstate the corporation.

Rather than going into great detail about this, I'm going to point 
everyone to this link again:
   http://www.secretary.state.nc.us/corporations/corpfaq.aspx

See the documents titled "Nonprofit Corporation" and "Nonprofit 
Guidelines". There is a lot of useful information in there. If we vote 
to retain our corporate status, it would be great to have multiple 
members who are familiar with the requirements around it.

Now. Let's move on to our tax-exempt status with the IRS. Jeri chose to 
cancel our 501(c)(3) status based on advice from her attorney. She had 
previously gotten a 501(c)(3) classification for TriLUG in 1999. At that 
time, tax-exempt corporations with annual revenue less than $25,000 were 
not required to file any tax returns. In 2007, the IRS began requiring 
an annual filing, even for nonprofits collecting less than $25,000, but 
they provide a short-form postcard that has only eight simple questions 
you must answer:
   http://www.irs.gov/charities/article/0,,id=218162,00.html

I am still not clear on why her attorney advised her to cancel the 
status, but she had already done so before anyone on the current 
steering committee found out about it. As I understand it, it may be 
possible to reverse this process.

Whether it can be reversed or not, we could always make a fresh 
application for 501(c)(3) status. I suspect that reinstating our 
original tax-exempt status would be easier than making a fresh 
application. If we decide that we want to be a 501(c)(3), we should 
probably pursue that.

Personally, I think that we should remain incorporated and that we 
should get our 501(c)(3) classification back. I am glad to see that some 
support for this is building on the mailing list.

Kind regards,
Justis