One of the major questions that came up at the Town Hall today involved qualifications for serving as a director of the nonprofit corporation.
Arria asked whether a non-US citizen could serve as director. I told her to ask Rose, who is current on this law, and said that I'd do little research and post some information here. I still encourage Arria, and anyone seriously interested in this matter, to ask Rose, who has a deep expertise here I do not - with the caveat that I know she does *not* practice law in SL, and likely will not give a "legal opinion" which could open a practitioner to malpractice claims.
Similarly, I am not currently licensed to practice law, and the following does not represent a legal opinion, but the result of some research backed up by my knowledge and experience from the 10 years I was licensed and engaged in the practice of law (I wasn't disbarred; I let my (very expensive) license lapse when I left California for employment outside law firms). In addition to that disclaimer, nothing here applies in any way to non-US law, about which I know absolutely nothing.
As I said at the meeting, there are two separate processes involved in becoming a tax-exempt corporation: the state-level formation of a nonprofit corporation, and qualifying for an Internal Revenue Service tax exemption. Under state law, there is no citizenship requirement for serving as an officer or director of a nonprofit corporation in most/all US states. Here's the relevant Arizona statutory provision, for example: (http://www.azleg.state.az.us/FormatDocu ... ocType=ARS):
10-3802. Qualifications of directors
The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the articles of incorporation or bylaws so prescribe.
I did want to check the IRS regulations: strange things have crept into US law after 9/11, and I haven't followed the field at all.
Here's the IRS portal: http://www.irs.gov/charities/article/0, ... 09,00.html. For a good time, read Form 1023, and *thank your lucky stars* Rose did that work - for free! It is not a good time to prepare one of these and to go through the process of clarification with an IRS examiner.
The short answer is, there are no additional relevant requirements at the Federal level: if you're a duly formed entity under state law, that's all that matters.
Now, as to the question of whether someone can serve as a director without disclosing their identity:
Arizona state law requires an annual report (http://www.azleg.state.az.us/FormatDocu ... ocType=ARS), requiring substantial disclosures about the corporation's officers and directors, including name, address, and involvement in a list of financial and criminal events (http://www.azleg.state.az.us/FormatDocu ... ocType=ARS). Anyone involved in certifying that report, in situations where the information provided turns out to be incorrect, can *be charged with a felony.*
Nonprofit corporations are very closely scrutinized by regulatory authorities: there's very little that governments like *less* than fraudulent charities, and they have a vast range of enforcement tools at their disposal. I do not see any way someone could serve as a director without substantial, verifiable identity and background disclosure - and bear in mind, "looking the other way" opens up the *other* directors to felony charges and jail time.
I'm fascinated as to how this question has come to the forefront - I'd love to know the history and principles behind it. If anybody would like to point me to forum links, or sit down and have a chat with me about it (with my grad student hat, not campaign hat, on), I'd deeply appreciate it.
