Terry D. Ott

PublicNTP’s mission is to provide free, global, digital clocks. In order to become tax-exempt, avoid legal issues, and be a legitimate corporation, we needed to establish some structure to the corporation.

For those considering creating your own tax-exempt corporation, all states require the application to include a description of some key formal positions that will need to be filled.

This post discusses the PublicNTP organization structure along with descriptions.

What worked for us is certainly not universal; our legal team shared their professional opinion about what the IRS “likes” to see with us as we were incorporating.

Feel free to use our structure an example, but definitely go with what works for your team and company needs.

Note: providing legal advice is certainly not something in the PublicNTP mission! :) If in doubt, consult legal advisors that you trust.

Directors

The Board of Directors is a nonprofit corporation’s governing body.

Individuals serving on the Board of Directors (properly referred to as “directors”) are responsible for overseeing all the corporation’s activities.

Directors ensure the corporation stays focused on its mission, strategy, and goals.

The advice we received from the PublicNTP legal team was to have at least three directors on its board. We were instructed that less than three directors could potentially complicate our application for tax-exempt status with the Internal Revenue Service (IRS).

Officers

Officers are individuals who are selected by the Board of Directors and tasked to execute the Board’s vision and mission for the corporation.

The PublicNTP legal team advised us to create the following three officer positions at an absolute minimum:

1. President
2. Secretary
3. Treasurer

President

The president is responsible for the day-to- day operation of the corporation, ensuring all other officers are fulfilling their duties.

Short- and long-term planning also fall under the president’s stewardship, as he or she directs programs to further the organization’s mission.

The president also oversees fundraising operations, including acting as the primary spokesperson for the organization, recruiting donors, and attending fundraising functions.

He or she has the authority to sign all legal documents on behalf of the corporation.

Secretary

The secretary is responsible for maintaining all the corporation’s records, scheduling/giving proper notice for any meetings, and distributing agendas/meeting minutes.

The secretary also maintains accurate documentation and enforces legal requirements, such as periodic registrations for the company (state corporation registration, charitable donation registrations with states, etc.).

Treasurer

The treasurer oversees the management and reporting of the corporation’s finances.

This generally includes:

• Selecting a bank for the company’s accounts
• Maintaining the company’s financial books (either personally or outsourcing
• Managing cash flows
• Ensuring vendors are paid promptly
• Developing and tracking budgets
• Delivering quarterly financial reports to the Board of Directors
• Ensuring all financial filings for the corporation are filed properly and on-time (example: IRS form 990-EZ)

Thanks to our legal team and some deliberation, PublicNTP put together a small, agile team of directors and officers to meet our particular needs.

Dizzying Terminology

Financial Structure