Finding corporate info on a nonprofit corp (shul)

[LAX_Esq]

Some of us are concerned about potential shul funny business and we want to see what corporate records we can. Shul is in FL and registered as a non-profit corp.

I can pull the corporate annual renewals from the FL site. The listed directors and officers are all mishpacha of the rabbi. Are they following the bylaws, having annual meetings, elections of directors, etc.? Who knows.

The articles of incorporation and the bylaws aren't online; seems like they don't need to be publicly filed -- is that right?

I also can't find any 501c3 federal tax forms. Seems like they don't have to file them publicly because they're a "church."

I know nothing about non profits, and I'm curious whether congregants of a 501c3 non-profit "church" have any sort of rights regarding the corporate entity.

[Lurker]

As far as I know, congregants have no rights. I don't know why they'd be treated any different than clients of any other corporations, for-profit or not. Don't like the corporation, don't give them business.

*not a lawyer, but know others who ran into similar issues in the past.

[lcm]

I can pull the corporate annual renewals from the FL site. The listed directors and officers are all mishpacha of the rabbi. Are they following the bylaws, having annual meetings, elections of directors, etc.? Who knows.

The articles of incorporation and the bylaws aren't online; seems like they don't need to be publicly filed -- is that right?

I also can't find any 501c3 federal tax forms. Seems like they don't have to file them publicly because they're a "church."

I know nothing about non profits, and I'm curious whether congregants of a 501c3 non-profit "church" have any sort of rights regarding the corporate entity.

Well, the officers/board of nonprofit aren'tt allowed to be related as far as I know, so that's a violation.

What needs to be filed publicly depends on the state's requirements.

That's correct that a "church" doesn't need to file a 990.

Whether or not congregants have rights depends on the structure of the nonprofit, whether it was structured to have members or not.

In general, things may not be available online, but available upon request from the correct agency. Sometimes they don't have to file it with the state, just need to have it available.

In regards to being audited, "church" can't just be "randomly" audited, there needs to be due reason to be suspected in order to be audited.

Hope this clarifies things a bit.

[gozalim]

Well, the officers/board of nonprofit aren'tt allowed to be related as far as I know, so that's a violation.

'mishpacha' isn't necessarily defined the same way that this law defines it...

[Definitions]

I don't get it who cares what the shul is doing?

[LAX_Esq]

Well, the officers/board of nonprofit aren'tt allowed to be related as far as I know, so that's a violation.

Thanks for this very helpful response! A very good start.

This explains who the IRS considers "mishpacha"  -- https://www.501c3.org/kb/related-board-members-of-a-nonprofit/ . The board does indeed have a majority of people who would be considered mishpacha by the IRS. But so what? What can a congregant do about that? Seems like one could file a complaint with the IRS for abuse of non-profit status.

What needs to be filed publicly depends on the state's requirements.

...

In general, things may not be available online, but available upon request from the correct agency. Sometimes they don't have to file it with the state, just need to have it available.

I put in a FOIA request with the government; for whatever reason, things might be filed publicly but not available online. (EDITED TO ADD: I see that FL's online records only go back to the mid-90s, and older docs just aren't available online. I should be able to get the articles somehow.)

Whether or not congregants have rights depends on the structure of the nonprofit, whether it was structured to have members or not.

Without seeing the articles of incorporation and/or the bylaws, seems like there's no way anyone can even know this!

I don't get it who cares what the shul is doing?

You seriously can't imagine a situation where a shul's leadership is engaging in funnybusiness, nor have you ever read about reports, arrests, indictments, etc. due to the same? And you don't get why well-intentioned congregants might care? Seriously?

[lcm]

Without seeing the articles of incorporation and/or the bylaws, seems like there's no way anyone can even know this!

IINM, the article of incorporation is usually filed with the state.
I know in other states that the article of incorporation specifically states whether or not there are members.
That is in a state where the bylaws and officers don't have to be filed with the state.

[LAX_Esq]

As far as I know, congregants have no rights. I don't know why they'd be treated any different than clients of any other corporations, for-profit or not. Don't like the corporation, don't give them business.

*not a lawyer, but know others who ran into similar issues in the past.

Missed this post. It's funny because shul "membership" and even voting for lay leadership has literally nothing to do with the corporate structure of the shul itself. the officers of the shul don't necessarily have to be the officers of the corporation that actually controls the shul.

[Dawie]

Thanks for this very helpful response! A very good start.

This explains who the IRS considers "mishpacha"  -- https://www.501c3.org/kb/related-board-members-of-a-nonprofit/ . The board does indeed have a majority of people who would be considered mishpacha by the IRS. But so what? What can a congregant do about that? Seems like one could file a complaint with the IRS for abuse of non-profit status.

What would the complaint be? There is no law that it cant be run by relatives. The IRS just considers, with their narrow definition, that all relatives are considered to be one entity. so its just not in their opinion a public charity.
Church's are protected by the first amendment and are 501c3 without the IRS determination.
As for your other questions, in most states the articles of incorporation are online (for a fee, usually) you will find there the three original officers and thats it.
The bylaws and minutes are usually internal documents and most Churches and Shuls will not make any of that public (and they shouldn't... transparency is usually demanded by people trying to cause trouble)

 

[Dawie]

Missed this post. It's funny because shul "membership" and even voting for lay leadership has literally nothing to do with the corporate structure of the shul itself. the officers of the shul don't necessarily have to be the officers of the corporation that actually controls the shul.

that usually is spelled out in the bylaws

[LAX_Esq]

What would the complaint be? There is no law that it cant be run by relatives. The IRS just considers, with their narrow definition, that all relatives are considered to be one entity. so its just not in their opinion a public charity.
Church's are protected by the first amendment and are 501c3 without the IRS determination.
As for your other questions, in most states the articles of incorporation are online (for a fee, usually) you will find there the three original officers and thats it.
The bylaws and minutes are usually internal documents and most Churches and Shuls will not make any of that public (and they shouldn't... transparency is usually demanded by people trying to cause trouble)

I found other articles for related non-profit corps created by the shul mishpacha. The articles are bare bones -- nothing about who the members are, if any. I take it the articles will be totally useless and reveal nothing.

I suppose the shul corp simply has no members and a self-perpetuating board.

[AsherO]

I found other articles for related non-profit corps created by the shul mishpacha. The articles are bare bones -- nothing about who the members are, if any. I take it the articles will be totally useless and reveal nothing.

I suppose the shul corp simply has no members and a self-perpetuating board.

Many times it’s just boilerplate articles of incorporation.

[Lurker]

Missed this post. It's funny because shul "membership" and even voting for lay leadership has literally nothing to do with the corporate structure of the shul itself. the officers of the shul don't necessarily have to be the officers of the corporation that actually controls the shul.

Sounds like you're describing a Chabad House that grew to serve a larger, frumer demographic. If I had to guess, there's a bunch of family members in leadership positions in the community, like a kid or 2, or maybe a brother (in-law). I can think of at least 3 in South FL that fit the bill.

This game has been played before. Just be careful which loose strings you pull on.

[LAX_Esq]

Sounds like you're describing a Chabad House that grew to serve a larger, frumer demographic. If I had to guess, there's a bunch of family members in leadership positions in the community, like a kid or 2, or maybe a brother (in-law). I can think of at least 3 in South FL that fit the bill.

This game has been played before. Just be careful which loose strings you pull on.

Without any lay leadership, elections, transparency about finances etc., how do places like this expect the core frum members to donate anything substantial to them? Our shul has no known machers. The vast majority of the donations likely come from people who show up there a few times a year and don't know any better.

[yungermanchik]

Without any lay leadership, elections, transparency about finances etc., how do places like this expect the core frum members to donate anything substantial to them? Our shul has no known machers. The vast majority of the donations likely come from people who show up there a few times a year and don't know any better.

Most of the shuls I have attended thus far have not had any of these things, the congregants have respect and trust for the Rav.

[Euclid]

Most of the shuls I have attended thus far have not had any of these things, the congregants have respect and trust for the Rav.

The Rav runs the finances in these shuls?

[yelped]

The Rav runs the finances in these shuls?

Sure.

[Dawie]

Many times it’s just boilerplate articles of incorporation.

still would have the three original officers on it

[Dawie]

The Rav runs the finances in these shuls?

for better or for worse
would depend on what came first, the cart or the horse
Was it a community/shul that started by the Rov, then yes he'd be doing everything
if started by 3 balebatim they run it and hire the Rabbi
Chabad House... everything done by the Shliach and Shlucha, sometimes there are boards that they have listen to... depends how "transparent" they want to be
There is a classic case now in the news with the Park East Synagogue, board is completely controlled by the Rabbi etc etc עיין שם
 

[Yehuda57]

This game has been played before. Just be careful which loose strings you pull on.

So it was you who yanked my tallis off at the farbrengen last week