The Soapbox and Toolbox for New York State's Nonprofits

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Navigating through NPRA... 

NYCON staff members get questions every week about implementing the nuances of the new law governing us all (Nonprofit Revitalization Act). In this column we will be answering our members questions about governance, compliance, committee structures and much more.


Q: We are a nonprofit hospital chartered under the nonprofit laws as a corporation with religious purpose. Do the audit requirements (and conflict/whistleblower requirements) apply to us? Our revenue does exceed $1 million. 

A: Michael West, Esq., NYCON's Senior Legal Advisor Responds: If your organization is exempt from NYS filing requirements under Section 172-A of the Executive Law because it’s a Religious Corporation, or otherwise has faith-based purposes, it is also exempt from auditing requirements imposed by the Nonprofit Revitalization Act.  Otherwise, with limited exceptions (basically, those applicable to notice requirements under Section 605 of the Not-for-Profit Corporation Law), all other NPRA requirements are equally applicable to both Not-for-Profit and Religious Corporations, including those relative to conflicts of interest and whistleblower protection.  


April 15th, 2015 feels like a good time for a finance question...

Q:  Is there anything specifically barring a treasurer from being chair of the audit and finance (A&F) committee?

A: Michael West, Esq., NYCON's Senior Legal Advisor Responds "No, assuming the Treasurer is an Independent Director, he/she can serve as an A&F Chair.  The Treasurer/A&F Chair prohibition is only an often-recommended best practice, not a legal requirement."

Doug Sauer, NYCON's CEO, notes: 

The reasons why it is a best practice are following...

  • The responsibilities are different. The committee is a policy recommending and oversight body whose functions could be performed by the board as a whole, while the Treasurer has specific statutory responsibilities that do not involve policy formulation and recommendations.
  • As an oversight body, the Committee, like the board, provides checks and balances or internal control functions over the Treasurer.  If the Treasurer is also the chair of the Committee, he or she has extended influence over the financial affairs of the organization.
  • If there is an independent audit, the committee has to be comprised of independent members - the Treasurer does not have to be independent under statute. (Thus, if bylaws require the Treasurer to be committee chair, the description of the Treasurer needs to mandate independence.)
  • It is good for Treasurer succession planning. The chair of the committee would be a natural for being Treasurer elect.  The Treasurer position, next to the chair, is often difficult to find competent successors for and usually boards do not have any one waiting in the wings.

April 2nd, 2015   

 Q: Are there exemptions for Chartered Organizations under NPRA?

A: NYCON is proud to have many arts, cultural and museum institutions among our members. Recently we were asked if there were exceptions to the new Nonprofit Corporation Law (NPRA) for Chartered Organizations, such as museums.

Michael West, Esq., NYCON's Senior Legal Advisor Responds: "NPRA obligations are binding not only on Not-for-Profit Corporations, but charted educational institutions, in virtually all instances.  There are a limited number of exceptions, but none are material with respect to governance--most relate to structural issues (formation, merger/consolidation and dissolution) or property transfers (including those application to collections).  And, there certainly aren't specific carve-outs for museums.  If you have a 501(c)(3), the NPRA, basically, applies to you." 
 


January 20th, 2015

Q: The New Rules for Nonprofit Audits under the NPRA

Are the new rules for audit thresholds confusing you too? We get a lot of questions about how to go about determining what kind of review or audit our nonprofit members need. Here is a guide for New York nonprofits from the Attorney General's Charities Bureau. If you have questions and are a NYCON Member, please contact us.

Attorney General Eric Schneiderman
Charities Bureau
Guidance Document 2014-1
Issue date: April 15, 2014

Guidance on Provisions of the Nonprofit Revitalization Act of 2013
Revised CPA Review and Audit Thresholds and Annual Filing Fees for 7A or DUAL Filers

The newly enacted thresholds and the annual filing fees are as follows: http://www.charitiesnys.com/pdfs/NYSGuidance2014_Audit%20Thresholds%20and%20Fee.pdf

 


 


 

These answers are intended as an information source for members and friends of the New York Council of Nonprofits, Inc. The content should not be construed as legal advice, and readers should not act upon information in this publication without professional counsel. This material may not be considered attorney advertising.
  

Additional Resources Available

Want to learn more about the new regulations? Visit our Nonprofit Revitalization Act Resource Page. 

NYCON develops and promotes an effective and vibrant charitable nonprofit community throughout New York State.  We strengthen organizational capacity, act as an advocate and unifying voice, help to inform philanthropic giving, and conduct research and planning to demonstrate relevance and impact.