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Bar Association of San Francisco Member Benefits: Publications

Learning the Ins and Outs of Starting and Representing a Nonprofit


By Eric Toscano, Reed Smith


In late 2011, local attorneys gathered at BASF to hear Stephanie L. Petit and Gene Takagi present a CLE entitled “Starting and Representing a Nonprofit – Pro Bono Issues.” Petit is a principal at Adler & Colvin where her practice focuses on the representation of nonprofit and tax-exempt organizations and their donors. Takagi, the managing attorney at NEO Law Group, is an award-winning, nonprofit lawyer featured on; contributing publisher of the Nonprofit Law Blog; and popular speaker, lecturer, and writer.
Over the course of their ninety-minute presentation, Petit and Takagi covered a variety of topics, including the mechanics of forming a nonprofit corporation and alternatives to starting a nonprofit.

As the presenters explained, nonprofits may be organized as corporations, trusts, or unincorporated associations—each of which has distinct benefits and drawbacks. Nonprofits are most commonly organized as corporations, and in California, nonprofit corporations may be public benefit, mutual benefit, or religious. Nonprofit corporations are governed by articles of incorporation and bylaws; and must have a board of directors and officers. A California nonprofit corporation may elect to have members, but member rights (to vote for the election of directors and certain major corporate transactions) and procedures add complexity to administration. A corporation can also have dues-paying “members” with no voting rights or role in governance.

Alternatives to starting a nonprofit include volunteering and fiscal sponsorship. Volunteering can include serving as a director, assisting with programs, or providing technical skills. Fiscal sponsorship usually means an arrangement between a 501(c)(3) charity and a person or entity in which the charity receives and expends funds for charitable work, while retaining “discretion and control” over the funds.

An on-demand video of this presentation is available for purchase at



Reed Smith’s Eric Toscano’s practice focuses primarily on patent litigation. He was the 2011 Co-Chair of the Barristers Club’s Pro Bono and Community Service Committee. He currently serves on the Barristers Club’s Board of Directors.

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