FOUNDATION FOR ABINGTON SCHOOL DISTRICT (FASD) Legal Review & Recommendations Presented to the FASD Board of Directors by: Morgen Cheshire, Esq. Ben Bolas, Esq. October 16, 2018
• Cheshire Law Group was engaged by FASD on July 20, 2018 to serve as FASD’s outside general counsel. • To commence the engagement, Cheshire Law Group reviewed the history of the organization’s formation and the documents prepared by Abington School District’s (ASD) legal counsel. 2
• FASD is a Pennsylvania nonprofit corporation that incorporated on March 6, 2017 for the following purposes: [FASD] is a nonprofit organization organized exclusively for charitable, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), and its purposes will include conducting or supporting activities, exclusively for the benefit of, to perform the functions of, or to carry out the purposes of the Abington School District located in Abington, Montgomery County. • The IRS issued a determination letter on September 1, 2017, recognizing FASD as a 501(c)(3) organization effective as of its date of incorporation (March 6, 2017), and in a letter dated October 1, 2018, confirmed that FASD has been successfully reclassified as a supporting organization. 3
Current Structure & Board of Directors of FASD Tax Classification of FASD The current board of directors of the FASD includes the following individuals: ASD 1. President of the ASD School Board School ( Currently Raymond McGarry, Esq.) Board 2. Vice President of the ASD School Board Abington School District (ASD) ( Currently Susan D. Arnhold) Superintendent; Solicitor; and Business Manager 3. Superintendent of ASD Ex officio directors per Section 3.2 of the ( Currently Amy F. Sichel, Ph.D) FASD Bylaws. 4. Solicitor of ASD ( Currently Kenneth A. Roos, Esq.) Funding support 5. Business Manager of ASD ( Currently Christopher A. Lionetti) * ** 6. Gail A. Weilheimer FOUNDATION FOR ABINGTON 7. Paul Morse SCHOOL DISTRICT (FASD) Directors appointed by a majority vote of the board members #1-3 above per (Type I Supporting Organization) 8. Nicole Gesing Section 3.2 of the FASD Bylaws. 9. [ none currently appointed ] * 5 Ex Officio Directors (individuals are ex officio members of FASD’s Board of Directors by virtue of their ASD positions). ** Up to 4 additional FASD Directors may be appointed by a majority vote of the President of the ASD School Board, the Vice President of the ASD School Board, and the Superintendent of ASD. 4
Next steps: 1. File Form BCO-9, Request for Approval of Exemption/Exclusion from PA Charitable Organization Registration. 2. File the Institution of Purely Public Charity Registration Statement. 3. Adopt relevant ASD Policies, such as Conflict of Interest, Records Management and Reporting of Waste and Wrongdoing in Operations. 4. Confirm that FASD has sufficient Directors & Officers and business insurance coverage for FASD. 5. Send donor acknowledgement letter(s) if donor requires it. 6. On an annual basis, Cheshire Law Group to review FASD’s informational returns prior to FASD filing those returns with the IRS ( e.g. , Form 990, Form 990-EZ, Form 990-N). 7. Going forward, FASD to report any changes of address or officers to the PA Department of State and to notify Cheshire Law Group of any changes to activities or operations. 5
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