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Restructuring a nonprofit corporation

Posted on 1/9/24 at 3:28 pm
Posted by meAnon
Member since Feb 2021
32 posts
Posted on 1/9/24 at 3:28 pm
Hypothetically, I've got this friend that runs a relatively large nonprofit corporation. The business operates 3 distinct divisions, 1 of which is distinctly different in operation and carries significantly higher risk. He has this bright idea to split the one corporation into 2.

His Board of Directors would support this move. Where would he start in getting actual guidance on how to make this happen?
Posted by LSURussian
Member since Feb 2005
126962 posts
Posted on 1/9/24 at 3:30 pm to
The only thing of substance that I learned from reading your post is that you have a friend.
Posted by meAnon
Member since Feb 2021
32 posts
Posted on 1/9/24 at 3:33 pm to
Very helpful! Thank you!
Posted by BThibodeaux
Member since Jun 2005
111 posts
Posted on 1/9/24 at 5:32 pm to
I was in a senior leadership role for a very large national not for profit and we established a wholly owned subsidiary to create more focus and independence on unique part of the business that needed to act as more of a start-up. We did not do it because of risk, but we decided it was a more thoughtful approach to creating a successful adjacency to our traditional business model. That said, it did reduce our liability. To what extent, I’m not sure as we had our attorneys handle the details of the process. I do know that we were not a joint employer, which was a critical dimension of our risk management.
Posted by meAnon
Member since Feb 2021
32 posts
Posted on 1/9/24 at 7:36 pm to
When you say 'not a joint employer' - there was a clear line between who worked for which organization? No overlap? I could foresee that the 2nd new organization would potentially need to contract with the original corporation for some admin and/or executive support.
Posted by BThibodeaux
Member since Jun 2005
111 posts
Posted on 1/9/24 at 9:17 pm to
You can have a shared services contract for work overlap related to specific services. Our shared services agreement was limited as there are applicable tests to ensure that you aren’t a joint employer. Most of the services shared were related to technology support. We could not hire or terminate the subsidiaries employees. Our national board was risk adverse so we always were extremely cautious.

The relationship specifics can get complicated. An attorney would certainly be able to assist with the details.
Posted by 756
Member since Sep 2004
14876 posts
Posted on 1/10/24 at 7:46 pm to
DOES your friend know you are going to the Money Talk board for advice for HIM? If so he has no business running a non profit and if not you may be losing said friend if he finds out. And if the Board finds out He is going to lose his job.
Posted by meAnon
Member since Feb 2021
32 posts
Posted on 1/10/24 at 9:01 pm to
My bad, I thought generic, anonymous message boards were an acceptable place to have generic, anonymous conversations that might actually yield a couple helpful nuggets from someone who might have walked through a similar situation. I hadn't actually planned on suggesting that he follow any and all info that might have been provided to the letter. I'll disclose to my friend tomorrow and let him know that he should be resigning.

Grow up.
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