Tax Exempt/Nonprofit

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Villgro Innovations Fund

Consultation on Establishing a Nonprofit in the U.S.

Summary:

Assist a non-profit incubating social enterprises in India by advising on considerations when establishing a non-profit in the U.S.

Referred by:

Jurisdictions: U.S.
About the Organization: Villgro Innovations Foundation is a non-profit organization incubating innovation-based for-profit social enterprises in India working in agriculture, health, climate action and gender. To date, they have worked with over 350 early-stage social enterprises and impacted millions of lives.
Legal Entity Type: Nonprofit/Charity
SDG(s):Affordable and Clean Energy, Climate Action, Decent Work and Economic Growth, Gender Equality, Industry Innovation and Infrastructure, Partnerships to achieve the Goals, Responsible Consumption and Production, Sustainable Cities and Communities
Legal Issue(s):

Villgro Innovations Foundation (“Villgro”) is a nonprofit organization incubating innovation-based for-profit social enterprises in India working in agriculture, health, climate action and gender. One of their primary goals is to help facilitate greater access to capital for these innovators. However, as a non-profit in India, they are limited in their ability to operate and mobilize capital outside of the country, and there isn’t much flexibility to work in financing. After much consideration, they have decided it is in their best interest to establish a nonprofit/charity and/or hybrid entity in the United States or the UK. They are seeking a comprehensive consultation in the U.S. to discuss issues including: (i) what structure best fits their needs; (ii) registration requirements; (iii) whether this type of entity will allow them flexibility to deploy financial instruments (e.g., convertible notes); and (iv) any major administrative burdens they should consider (e.g., conflict of interest considerations). It would be helpful (although it is not necessary) if the firm also has a presence in the UK. The Villgro team would like to have a related consultation in the UK, to ultimately determine which jurisdiction is a better fit for the organization and their future plans.

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The Representation Project

Review Template NDA

Summary:

Assist a nonprofit fighting sexism through film and education by reviewing their template NDA.

Referred by:

  • Anonymous Collaborator
Jurisdictions: U.S. (CA-based nonprofit)
About the Organization: The Representation Project is a nonprofit, founded by Jennifer Siebel Newsom fighting sexism through films, education, research, and activism, The Representation Project’s mission is to build a world where all people can achieve their full human potential. The organization was founded in 2011 with the groundbreaking film, Miss Representation.
Legal Entity Type: Nonprofit/Charity
SDG(s):Gender Equality
Legal Issue(s):

The Representation Project Team is seeking assistance reviewing and updating their template NDA. In addition, they would appreciate help drafting variations as needed to account for the following: (i) employee; (ii) independent contractor; (iii) intern; (iv) volunteer; (v) vendor; and (vi) prospective employees, contractors, or vendors.

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The Representation Project

Review Film Distribution Licenses

Summary:

Assist a nonprofit fighting sexism through film and education by reviewing their film distribution licenses.

Referred by:

  • Anonymous Collaborator
Jurisdictions: U.S. (CA-based nonprofit)
About the Organization: The Representation Project is a nonprofit, founded by Jennifer Siebel Newsom fighting sexism through films, education, research, and activism, The Representation Project’s mission is to build a world where all people can achieve their full human potential. The organization was founded in 2011 with the groundbreaking film, Miss Representation.
Legal Entity Type: Nonprofit/Charity
SDG(s):Gender Equality
Legal Issue(s):

The Representation Project currently licenses rights to their films, including Miss Representation, for screenings. They are now seeking assistance reviewing/updating their short (two page) template film license agreements. The four agreements largely use the same language, with minor variations to account for screenings in the following settings: (i) corporate; (ii) community (iii) single classroom; and (iv) entire school. In addition to reviewing the licenses, they would appreciate assistance combining the terms into a single agreement where appropriate.

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MoringaConnect/True Foundry

Consultation on Operating a Hybrid Entity

Summary:

Help a social enterprise supporting farmers in Ghana by providing a consultation on operating a hybrid entity.

Referred by:

Jurisdictions: U.S.
About the Organization: MoringaConnect is a social enterprise that creates transformational wealth for women and farming communities in Ghana. They provide a dedicated agricultural extension officer, training, organic seeds and fertilizer, and financing as needed to enable over 5000 small farmers throughout Ghana to kickstart their moringa farms. Most importantly, they provide a guaranteed market for the leaves and seeds they produce. These seeds are then turned into oil, tea, and powder that is sold around the world. MoringaConnect has two subdisiaries in Ghana, and recently established two nonprofits in Ghana and a 501c3 in the United States. The 501c3, True Foundry, is helping African founders build sustainable companies and flourishing communities.
Legal Entity Type: Hybrid (nonprofit + for-profit affiliates)
SDG(s):Climate Action, Decent Work and Economic Growth, End Poverty, Gender Equality, Good Health and Well Being, Life on Land (sustainability of ecosystems), Partnerships to achieve the Goals, Reduced Inequalities, Zero Hunger
Legal Issue(s):

MoringaConnect has two subsidiaries, and also recently established a 501c3 in the United States, as well as two nonprofits in Ghana. They are seeking a comprehensive consultation to discuss best practices for operating their hybrid entity. Down the line, they will also need assistance drafting an Operating Agreement. However, this is a secondary request.

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The Community Grocer

Advise on Relationship Between Entities/Draft Operating Agreement

Summary:

Assist a social enterprise combatting nutritional inequalities by advising on its relationship with another nonprofit and drafting an Operating Agreement.

Referred by:

  • Anonymous Collaborator
Jurisdictions: U.S.
About the Organization: The Community Grocer (TCG) is a nonprofit working to combat nutritional inequalities. Their mission is to reinvent the corner store by creating innovative community-driven retail access points to nutrition. Currently, the language of the Farm Bill (which governs SNAP) does not allow for the sale of hot and prepared foods in exchange for SNAP benefits and prohibits a cooking model where retailers can sell eligible raw foods and swap them for cooked food on premises. This leaves many people without access to fresh, healthy, meals. To solve this problem, the TCG team is working in concert with an independent non-profit, Resident Action Committee II (RAC2). TCG has purchased and is retrofitting a building for their pilot program in Philadelphia. TCG will offer an all-day menu of meal items sold as raw ingredient recipe kits eligible with SNAP benefits. RAC2 will operate a kitchen separately in the rear half of the building. TCG customers will thus find themselves spatially able to easily transform their SNAP-eligible ingredients sold at TCG into delicious, healthy, and empowering meals.
Legal Entity Type: Nonprofit/Charity
SDG(s):End Poverty, Good Health and Well Being, Partnerships to achieve the Goals, Reduced Inequalities, Zero Hunger
Legal Issue(s):

The Community Grocer (TCG) team would appreciate guidance as they think through how best to structure the relationship between TCG and Resident Action Committee II (RAC2), as well as assistance drafting an Operating Agreement between the non-profits. Although they are working in concert, they are independent entities. Among the issues to address are how best to grant money to RAC2 to operate the kitchen and pay their staff, as well as terms for subletting space in their building for the kitchen.

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TechLit Africa

Advise on Best Way to Structure Relationship Between Two Entities

Summary:

Advise a non-profit providing tech education in Kenya on the best way to structure the relationship between two entities.

Referred by:

Jurisdictions: U.S.
About the Organization: TechLit Africa is a non-profit organization that aims to end inter-generational poverty in Kenya by leveraging the digital economy. They repurpose old computers to build computer labs in rural primary schools, giving kids the opportunity to gain technical skills that will position them for family-sustaining jobs and brighter futures.
Legal Entity Type: Nonprofit/Charity
SDG(s):Decent Work and Economic Growth, End Poverty, Quality Education
Legal Issue(s):

TechLit Africa has two separate entities, a 501c3 registered in Illinois and a Community Based Organization in Kenya. They fundraise and receive computer donations through the U.S. nonprofit. Then, the U.S. entity provides financial assistance and gives the computers to the Kenyan CBO. This entity carries out all of the operations on the ground in Kenya. Currently, the 501c3 and CBO are wholly independent of each other. The Tech Lit Africa team is seeking assistance determining how best to structure the relationship between these entities given their joint mission/work.

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