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“Advanced Course on Not-for-Profit Law”
Central European University
Legal Studies Department, Human Rights Program
Budapest, Hungary
Professor Gloria Jean Garland
January 11–February 26, 1999

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Discussion Material

 

The Law on Associations and Foundations of “Kansasa” (sample law based on current legislation in Central and Eastern Europe)

 

Required Reading

 

The Open Society Institute, Guidelines for Laws Affecting Civic Organizations, 1997

 

Paper on Working Group on Self-Regulation, compiled in Regulating Civil Society, 1994

 

Stephen G. Greene, The Chronicle of Philanthropy (article:  State Associations Draft Ethical Standards to Bolster Trust in Charities), July 16, 1998

 

Optional Reading

 

Paper on Building on Strength:  Improving Governance and Accountability in Canada’s Voluntary Sector, compiled in the Final Report, February 1999



NGO Clinical Course

First Assignment

 

            Barbara, Peter, and Michael are all teachers at a state-run center for pre-school children of working parents, located in Boska, the capital city of Kansasa.  Each has a university degree in early childhood education and each has taught for several years at such state-run child care centers.  Based on their experiences, they believe that the state child care centers do not provide good pre-school education.  Thus, they wish to set up a non-state center that will place greater emphasis on educating the young children and preparing them for their school years.  The three have talked about their idea with several parents, including Maria, the president of a local bank, and it is clear that such a center would be welcomed.  It is also clear to them that such a center should be set up as a not-for-profit organization because using that form will attract greater community support.  They intend to call their center Boska BabySchool (BBS).

 

            In addition to providing the type of education that Barbara, Peter, and Michael think is appropriate, they intend that BBS will also engage in education and advocacy about the early childhood education. They intend to try to convince the public that their model is the best and perhaps to thereby influence the way in which the state conducts its programs.

 

            Each of the three organizers of BBS is going to contribute 5,000 Kansasa crowns from his or her savings to help get BBS started.  In addition, Barbara’s father, the manager of the local automobile factory, has agreed to lend BBS 25,000 crowns to be paid back as soon as grants and other funds have been received.  BBS intends to charge a fee to the parents who bring their children to the center, but to also give some poor children free access once funds are available to do so.

 

The group has located a possible space to rent, which was previously used in the state system and is thus appropriately equipped.  The building is now owned by a private landlord, having been privatized in 1997.  Stephen, a parent who works in an accounting firm, has volunteered to help BBS set up its financial accounts in the correct manner and to develop a business plan for the first three years of operations.  Each of the organizers expects to be a salaried employee of BBS, and each will quit the state-run center as soon as funds are available to pay their salaries.

 

Barbara, Peter, and Michael have come to you for advice about how to establish BBS as a not-for-profit organization and to qualify it for operating a child care center.  They would like your help in writing the statute for the organization and in accomplishing other legal or administrative acts appropriate for a start-up child care center. 

 

            Your first assignment is to draft a simple statute for BBS (no more than three pages) so that it can be established in conformity with the “Law of Kansasa on Associations and Foundations.”  In addition, you should prepare a memorandum discussing other issues that may arise in setting up the organization according to the facts described in this assignment (no more than five pages).  In working on both aspects of the assignment, you should consult, where appropriate, Guidelines for Laws Affecting Civic Organizations.



NGO Clinical Course

Second Assignment

 

            The second assignment is based upon the same set of facts as the first assignment.  The three organizers of the Boska Baby School have come to you for advice on setting up the internal governance structure of their not-for-profit organization.  Please prepare a three to five-page paper outlining your recommendations for the structure and composition of the organization's governing body and the internal rules you suggest the organization adopt with respect to personnel policies, accountability, conflicts of interest, and other factors you believe to be important.  You may wish to consult the Guidelines for Laws Affecting Civic Organizations, the paper prepared by the working group on self regulation from the "Regulating Civil Society" conference in Sinaia in 1994, and the Maryland Association of Nonprofit Organizations "Standards for Excellence" guide, along with any other relevant materials. 

 

            The organizers have asked you in particular to address the following questions, which should be included in your recommendations:

 

1.  Should the founders serve on the board?  What factors should be considered in answering this question?

 

2. Stephen, the parent who works in an accounting firm and helped BBS develop its business plan, is interested in serving on the board.  BBS plans to use his firm as its auditor.  Is that a problem?

 

3. Barbara's father, the manager of the local automobile factory, has agreed to lend 25,000 crowns to BBS.  He has also indicated an interest in serving on the board.  May he do so?  Why or why not?

 

4. Maria, a parent and president of the local bank, has also expressed interest in serving on the board.  BBS anticipates that it may need to apply to the bank for a loan once it begins operation, and it would be helpful to have the bank president on the board.  What issues does this raise?

 


NGO Clinical Course

Third Assignment

 

            The Kansasa NGO sector has increased tenfold in the past five years, playing a major role in building communities, providing educational and social services, and engaging the citizens in democratic participation.  Public support, both financially and in terms of volunteer participation, has increased significantly.  Under Kansasa law, donors may deduct from their taxable income donations they make to public benefit organizations, which has helped to encourage donations.  At the same time, however, there have been press reports about the fraudulent use of NGOs to launder money and to avoid taxes.   The current system provides for fines to be levied if NGOs fail to comply with administrative and other requirements (Article 42), but otherwise there are few regulatory provisions which would screen out fraudulent NGOs or provide mechanisms to curtail their activities.

 

While voluntary self-regulation goes a long way towards helping NGOs to maintain public confidence and attract donations, the government of Kansasa has determined there is also a need for greater government mechanisms to ensure accountability.  Thus, the Ministry of Justice has asked representatives from several NGOs, including BBS, to prepare recommendations for regulation of the NGO sector.

 

Your recommendations (4 to 6 pages) should include: 

 

·         Who should determine whether an organization qualifies as a public benefit organization?  How should that determination be made?

·         What kind of general (non financial) information should NGOs be required to provide to the government, how often, and why?

·         What kind of general information should NGOs be required to make available to the public and how should that information be provided?

·         What kind of financial reporting requirements should exist, and which government agencies should exercise financial controls?  What sorts of enforcement mechanisms should be available (e.g. required filing of an audited financial statement?  Surprise inspections?)

·         What restrictions (if any) should the government place on public fundraising activities?

·         Should there be differences in the regulatory and reporting requirements for different types of NGOs? (public benefit, large, small, etc.)  If yes, what differences do you recommend and why?

 

 

For ideas, you should consult the Guidelines and also do some independent research.  One helpful source may be "Building on Strength: Improving Governance and Accountability in Canada's Voluntary Sector," Final Report February 1999, which may be found at http://www.pagvs.com.



NGO Clinical Course

Fourth Assignment

 

Taxes and Civic Organizations

 

Legal Language:

 

The profit tax law of Kansasa contains the following language:

 

Article 51

Organizations carrying out purposes and activities exclusively for the benefit of the public, including but not limited to charitable, religious, educational, scientific, health, ecological, cultural, research, and amateur sports purposes and activities, are exempt from profit tax.

 

Article 52

Organizations exempt from tax under Article 51 are subject to profits tax on commercial activities unrelated to their public benefit purposes and activities.

 

Article 113

Donations to organizations exempt from profits tax under Article 51 may be deducted from taxable income in an amount not exceeding 10 % of taxation income (computed without reference to the deduction provided by this Article).

 

The personal income tax law of Kansasa contains the following language:

 

Article 31

Donations to organizations exempt from profits tax under Article 51 of the profits tax law may be deducted from taxable income in an amount not exceeding 10% of taxable income (computed without reference to the deduction provided by this Article).

 

Questions

 

 In no more than 2-3 pages please answer the following questions:

 

a.      Referring  to the facts stated in the first assignment, is BBJ an organization subject to the general profits tax exemption provided in Article 51? Briefly state the reasons for your conclusion.

b.      Assuming that the answer to question a. is yes, which of the following revenues are exempt form profits tax?

1.      school fees

2.      contributions by parents

3.      contributions by businesses

4.      fees from consultancies

5.      interest earned on funds held in a savings account in the bank

c.      Is there any possibility that parents will be able to deduct under Article 31 of the personal income tax a portion of the school fees they pay for their children?



NGO Clinical Course

Final Assignment

 

Your final assignment contains three parts, all of which you must address in a paper of no more than 8 pages. 

 

First you should identify what you perceive to be the three most significant problem areas in the Kansasa law, including the tax law.  Please list those in order of importance. 

 

The second part of the assignment is to write a substantive critique of the most important issue you have raised and to explain what you think would be the best substantive solution to the problem and why the proposed solution will work. You may wish to draft alternative statutory language that would solve what you consider to be the problem. . 

 

The third part of the assignment is to briefly describe the procedure you would follow to achieve adoption of your proposed legislative change. 

 

 

Your paper should be submitted under your I.D. number rather than your name.  It is due on Monday, March 22.  Please submit it electronically to [EMAIL ADDRESS].