tennessee attorney general what every board should know

What does the Tennessee Attorney's Law Board do?

Mar 28, 2019 · What Every Board Member Should Know. Tennessee’s arts and culture nonprofits depend on their boards, dedicated citizens who embody our state’s great volunteer tradition. Board members can be most successful when everyone is crystal clear about the statutory bedrock duties of good faith, loyalty and care. Consider using the information below for your …

When to notify the Tennessee Board of attorney changes of address?

Tennessee State Government - TN.gov

Who is responsible for the registration of attorneys in Tennessee?

What Every Board Member and Officer Should Know: A Guidebook for Tennessee Nonprofits 3 Best practices for being engaged include: • Making certain that a realistic annual budget is developed. Develop the budget early enough so that the entire board can be involved in its review and approval before the beginning of the fiscal year.

How do I contact the Tennessee Board of Law Examiners?

Nov 29, 2019 · There are over 350,000 homeowners associations in the United States. There are: • Over 40 million households nationwide affected by HOAs • An estimated 4800 HOAs in Tennessee • An estimated 968,000 Tennessee residents governed by HOA. Functions of the HOA • Care and upkeep of Common Areas

What Every nonprofit Board Member Should Know?

Read, at a minimum: the Articles of Incorporation, the Bylaws, the Form 1023 (application for exemption from income tax), the mission statement, literature about the organization, the last two years of Form 990 tax returns, financial statements for the last two years, and the website.

How many board members are required for a nonprofit in Tennessee?

three board membersTennessee nonprofit corporations must have at least three board members. We recommend at least seven directors, when possible. Tennessee nonprofit corporations must have o cers, including a president and secretary, who must be different persons.

What are the legal responsibilities of a board?

Board members have the responsibility for making sure that the organization complies with all federal, state, and local laws and regulations. It also means that board members should remain faithful to the organization's vision and mission.Aug 12, 2016

How many board members does a 501c3 need?

three board membersThe IRS generally requires a minimum of three board members for every nonprofit, but does not dictate board term length. What is important to remember is that board service terms aren't intended to be perpetual, and are typically one to five years.Oct 7, 2016

How do I dissolve a nonprofit organization in Tennessee?

To finish closing your nonprofit, you must file articles of termination with the SOS....The articles of dissolution must contain:the name of your nonprofit.the date dissolution was authorized.if approval by members was required, a statement that the resolution to dissolve was duly adopted by the members.More items...

Are nonprofits tax-exempt in Tennessee?

Property and Services Are Tax Exempt Generally, nonprofit entities are exempt from paying sales or use tax on their purchases of property and services. A nonprofit entity must apply for and receive the Sales and Use Tax Certificate of Exemption from the Department of Revenue before making tax-exempt purchases.Jun 16, 2015

What board members should not do?

Failure to Meet Fiduciary DutiesReviewing financial statements.Travel and expense reimbursement policies.Whistleblower policies.Overseeing audits.Overseeing investments.Failure to set reasonable compensation for the executive director and to review their performance.More items...•Jul 19, 2017

What are the 3 primary responsibilities of board members?

Just as for any corporation, the board of directors of a nonprofit has three primary legal duties known as the “duty of care,” “duty of loyalty,” and “duty of obedience.”

What are 3 legal responsibilities?

These may include:workers' compensation insurance.establishing and maintaining a safe workplace.pay and employment conditions.tax and superannuation.keeping employee records.leave entitlements.equal opportunity laws.injury management.

What does a board need to approve?

When is Board Approval Required?Amending the Certificate of Incorporation or Bylaws.Granting or transferring equity (this includes all issuances of securities, including stock, stock options, convertible promissory notes and warrants)Adopting or amending employee equity and benefit plans.More items...

Can family members be on a nonprofit board?

Can my board of directors contain family members? Yes, but be aware that the IRS encourages specific governance practices for 501(c)(3) board composition. In general, having related board members is not expressly prohibited.Jun 15, 2017

Can husband and wife serve on nonprofit board?

In most states, spouses are allowed to sit on the board of the same nonprofit as long as the board meets the Internal Revenue Service requirements for nonprofit corporations.

What is the Tennessee Department of State?

The Tennessee Department of State is responsible for processing documents filed pursuant to the Tennessee Nonprofit Corporation Act. Additionally, the Secretary of State is responsible for administering and enforcing the Tennessee Charitable Solicitations Act and the Tennessee Charitable Gaming Implementation Law. If you have questions regarding filing documents under the Tennessee Nonprofit Corporation Act, please contact the Division of Business Services at [email protected] or 615-741-2286. If you have questions regarding the Tennessee Charitable Solicitations Act and the Tennessee Charitable Gaming Implementation Law, please contact the Division of Charitable Solicitations and Gaming at [email protected] or 615-741-2555.

What are the laws of nonprofits in Tennessee?

Your nonprofit organization may be subject to other Tennessee laws. For example, if your organization solicits contributions, it may be subject to the Charitable Solicitations Act, Tenn. Code Ann. §§ 48-101-501, et seq. The Charitable Solicitations Act requires that charitable organizations who solicit contributions from, or within, the State of Tennessee register with the Department of State’s Division of Charitable Solicitations and Gaming, unless exempt. The Act also requires certain professional fundraisers to register with the division and file certain documents with the division prior to soliciting contributions on behalf of a charitable organization. Finally, the Charitable Solicitations Act prohibits false and misleading solicitation practices, and empowers the division to investigate violations of the Act, and impose a civil penalty of up to $5,000 for each and any violation of the Act.

What are the responsibilities of a non profit board?

The officers and board members of a nonprofit, even when serving in a volunteer or part-time capacity, must be well-informed, hold regular board and committee meetings, maintain accurate minutes of those meetings, encourage open discussion, and pursue the nonprofit’s mission and best interests with determination. One of the responsibilities of a board member is to make certain that the nonprofit operates in a fiscally sound manner, has mechanisms in place to keep it fiscally sound, and is properly using any restricted funds it may have. If, as a board member, you do not have adequate information, you have the 2 right to get it. Officers have the responsibility to provide it.

What is the responsibility of a board of directors?

major responsibility of the board of directors is the selection of a qualified chief executive officer, the establishment of that person’s compensation, review of that person’s performance on an annual basis, and offering criticism, where appropriate. The public, which supports the nonprofit and uses its services, is interested in knowing how their charitable donations are being used and what compensation levels are being paid. This information is publicly available through the Form 990 your nonprofit may be required to file with the IRS. You may obtain the form 990 for those charities registered with the Department of State’s Division of Charitable Solicitations and Gaming by contacting the Division at 615-741-2555 or [email protected]. Form 990s are also publicly

What is the duty of loyalty of a non profit?

Board members and officers owe their nonprofit organizations the duty of loyalty, which means acting in the best interests of the nonprofit. Prior to joining a board or being employed as an officer by a nonprofit, you must disclose any personal or business relationship that is in conflict with this duty of undivided loyalty, whether direct or indirect, actual or potential. If a transaction is presented to the board in which you, as an officer or board member, have a direct or indirect personal or business interest, you must disclose that conflict of interest to the board, remove yourself from any board discussion, and not vote on the matter. Board chairs should ask their board members and officers to sign conflict of interest statements at the start of each year in order to document existing or potential conflicts. Officers should disclose to the board any potential conflict of interest that may have arisen in the course of business.

What are the duties of a non profit organization in Tennessee?

Your duties include protecting the assets of your nonprofit organization. Tennessee law requires nonprofit organizations to use their assets to fulfill their charitable purposes and not for the benefit of private parties. You must ensure that your nonprofit is using its resources as directed in its articles of incorporation and bylaws. If your nonprofit organization sells assets to or purchase assets from a for-profit company, it is important that the sale or purchase price be fair to your organization.

What is a charitable trust in Tennessee?

Charitable trusts are trusts created for the relief of poverty, the advancement of education or religion, the promotion of health, governmental or municipal purposes, or other purposes the achievement of which is beneficial to the community. Charitable trusts are subject to the provisions of the Tennessee Uniform Trust Code, Tenn. Code Ann. §§ 35-15-101, et seq., and may also be subject to the provisions of the Charitable Beneficiaries Act of 1997, Tenn. Code Ann. §§ 35-13-101, et seq., the Uniform Prudent Investors Act, Tenn. Code Ann. §§ 35-14-101, et seq., and the Uniform Prudent Management of Institutional Funds Act, Tenn. Code Ann. §§ 35-10-201, et seq. Under the Uniform Trust Code, the Attorney General is given the status of a qualified beneficiary. As such, the Attorney General is required to be a party in any judicial or nonjudicial proceeding involving a charitable trust.

Text of measure

The measure would repeal and replace Section 5 of Article VI of the Tennessee Constitution. The following underlined text would be added and struck-through text would be deleted:

Path to the ballot

In Tennessee, a constitutional amendment requires a vote in each chamber of the Tennessee State Legislature in two successive legislative sessions with an election in between. However, there are two different vote requirements depending on the session.

Information for New Attorneys

Information regarding new attorney registration requirements with the BPR.

Reinstatement of Law License

Tennessee Supreme Court Rule 9, Sections 10 and 30 list the requirements for reinstatement of an attorney's law license.

Active Status

Attorneys on active status are required by Tenn. Sup. Ct. Rule 9, Sections 10.1 and 10.2; to complete the annual registration requirements (per Rule 9, § 10, and Tenn. Sup.Ct. R. 43) and pay an annual registration fee ($170.00).

Inactive Status

The Supreme Court of Tennessee amended Rule 9, Sections 10.3 and 10.8 to include new classifications for inactive status and imposing an annual inactive fee effective January 1, 2012.

Change of Address

Every attorney admitted to practice in Tennessee is required to notify the Board of any changes of residence or office addresses within 30 days of the changes. See Rule 9, Section 10.1.

Professional Privilege Tax Obligations

As professionals, attorneys are subject to the Professional Privilege Tax as required by Tenn. Code Ann. § 67-4-1702. For more information about the Professional Privilege Tax, please visit the Tennessee Department of Revenue's Support Site.

What is a state association of nonprofits?

State associations of nonprofits are also a recognized source for in-person educational programs, and in some states for certification programs, that raise awareness about nonprofit "best practices.".

Is there a definition of leading or best practices for nonprofit organizations?

While there is no single definition of leading or “best practices” for nonprofit organizations, there are well-recognized ethical standards and accountability practices that every staff and board member of a charitable nonprofit should be aware of.

Who wrote Corporate Scandals and the Governance of Nonprofit Corporations?

“Corporate Scandals and the Governance of Nonprofit Corporations: What Every Director, Officer, and Advisor of Nonprofit Corporations in California Should Know about Corporate Responsibility Rules.” By Thomas Silk, in The Exempt Organization Tax Review, December 2002.

Why do nonprofit boards have fiduciary duties?

They exercise their fiduciary duties as directors because they want to be good, effective directors and because they care about the organizations they serve, and not principally because they want to avoid being sued. Nonetheless, when lawyers talk about the duties and responsibilities of directors, we often think in terms of avoiding liability. In reality, the most effective way that a director can avoid liability is precisely to act diligently and with attention to the director’s fiduciary duties.

What is the 49% rule?

Under Section 5227, not more than 49% of a public benefit corporation’s governing body may be composed of “interested directors,” defined as –. (a) Any person who has been compensated by the corporation for services within the last 12 months, and. (b) Any member of such a person’s family. 2.

What is an indemnification agreement?

Indemnification refers to the payment by a corporation of, or an agreement by a corporation to pay, the legal expenses, judgments, fines, or settlement amounts that would otherwise have to be paid personally by an agent of the corporation. “Agent” is defined broadly under Section 5238. It includes “any person who is or was a director, employee, or other agent of the corporation.”

What is directors and officers liability?

The key distinction with directors and officers liability is that it is intended to cover wrongful acts that are “intentional” as opposed to “negligent.”This is because directors and officers insurance is designed to cover actions and decisions of the Board of Directors. These actions may be in error and wrong, but they are, nonetheless, “intentional” acts.

What is the last liability protection provision in California?

The last California liability protection provision that appears to apply to uncompensated directors and officers of nonprofit corporations organized for “charitable , educational, social, scientific or public service” purposes is California Code of Civil Procedure Section 425.14. What Section 425.14 purports to do is create what is commonly described as a “pleading hurdle” to shield qualified nonprofit directors and officers from suits based on claims arising out of negligent acts or omissions by the director or officer within the scope of the person’s duties as such. Such a claim can only be included in a complaint following a judicial determination (based on a verified petition and supporting affidavits) that evidence exists which substantiates the claim.

What is the duty of care?

The duty of care is fundamentally about acting prudently. The duty of loyalty is fundamentally about putting the interests of the corporation before the director’s own interests. In addition to the legal standards, charities often survive or perish based on their reputation and goodwill in the community.