Governance that keeps the trust intact.
Ongoing counsel for Ohio nonprofit boards: bylaws and policies, fiduciary duties, conflicts and minutes, and a compliance calendar across the three separate obligations a nonprofit carries.
A nonprofit’s hardest work often begins after the exemption letter arrives. Boards turn over, rules change, and the practices that keep an organization compliant and trusted have to be maintained rather than assumed. We serve as ongoing governance counsel to Ohio nonprofit boards, so stewardship is a discipline the organization keeps, not a scramble once something is already wrong.
What ongoing governance counsel covers
The engagement is defined and recurring, shaped to the organization’s size and stage.
- An annual governance review of bylaws, policies, and board practices
- Bylaws and policy updates as the organization and the law change
- Board counseling on fiduciary duties and difficult decisions
- Review of significant transactions and conflicts of interest
- A compliance calendar tracking the filings the organization owes
- Available as periodic counsel or an ongoing retainer
Three separate obligations, not one
Nonprofits often assume that staying in good standing is a single task. It is three, each with its own authority, its own filing, and its own consequences.
- Ohio corporate good standing. Maintained through the Ohio Secretary of State, including the periodic statement Ohio nonprofit corporations must file.
- Ohio charitable registration. Maintained with the Ohio Attorney General, separate from corporate status.
- Federal tax-exempt compliance. Kept with the IRS, chiefly through the annual Form 990 series.
The same good habits do not automatically satisfy all three, so each is tracked on its own.
Fiduciary duty, conflicts, and minutes
The board’s core duties, care, loyalty, and obedience to the mission, show up in ordinary practices: real meetings, accurate minutes, and a conflict-of-interest process that is genuinely followed. These are the records that protect the board if a decision is ever questioned.
Tax questions, coordinated
Some governance questions are really tax questions: unrelated business income, private-inurement and excess-benefit concerns, and how a given activity affects exempt status. These are fact-specific and are coordinated with the organization’s CPA or tax advisor rather than answered with a rule of thumb.
What this is, and what it is not
This is ongoing, non-adversarial governance counsel. It is not crisis remediation, an internal investigation, or representation in a contested board dispute. Those fall outside our scope, though we can help a board understand the situation and coordinate a referral.
Stewardship protects everyone
Good governance is not paperwork for its own sake. It protects the mission, the donors who funded it, the board members who serve it, and the founder whose legacy the organization carries forward.
We handle entity formation, governance documents, exemption applications, and selected ongoing nonprofit counsel. Audit defense, tax controversy, litigation, employment disputes, and specialized charitable-solicitation or multistate compliance work may require separate professionals.
Frequently asked questions
What does a nonprofit board’s fiduciary duty require?
Board members owe duties of care, loyalty, and obedience to the mission: to stay informed and act prudently, to put the organization’s interests ahead of their own, and to keep the organization true to its stated purpose. In practice that means real meetings, accurate minutes, and a conflict-of-interest process that is actually followed.
What ongoing filings does an Ohio nonprofit owe?
Broadly three tracks: Ohio corporate good standing with the Secretary of State, Ohio charitable registration with the Attorney General, and federal tax-exempt compliance with the IRS through the Form 990 series. They are separate obligations and are tracked separately.
Does one missed filing cost us our tax-exempt status?
Not automatically. The consequences depend on which obligation lapsed and for how long, and most lapses are correctable. A compliance calendar exists to catch them early; the goal is prevention, not alarm.
What is unrelated business income?
It is income from a regular trade or business not substantially related to the exempt purpose, which can be taxable and, in some cases, affect exempt status. Whether an activity counts is fact-specific and is worked through with the organization’s CPA.
Do you handle board disputes or investigations?
No. We provide ongoing, non-adversarial governance counsel. Contested board disputes, internal investigations, and remediation fall outside its scope, though we can help a board understand the situation and coordinate a referral.
Start with a Strategy Session.
A complimentary 15-minute Strategy Session is a brief first conversation with Intake Services: we learn what brings you in, explain how we work, and determine the right next step together. It is not legal advice, and there is no obligation.