Also known as:non-profit corporation · nonprofit corporations · non-profit corporations · nonprofit · non-profit organization
Written by attorneys · grounded in primary & secondary sources — see below
A corporation organized for charitable, educational, religious, or other public purposes rather than for the financial gain of its members or directors. Its assets must be dedicated to those purposes and may not be distributed as profits. Formation and governance follow state nonprofit corporation statutes that limit permissible activities and require compliance with tax-exemption rules when applicable.
Sources & Authorities· 28 primary sources
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Cases
Statutes
How it applies
Common Examples
6
Lawyer Gifts to Client
Nancy Nelson, an attorney, represents an indigent client through Nightingale Healthcare, a nonprofit legal services organization. After retention Nancy provides modest funds for the client's rent and medicine without promising the gifts in advance or seeking repayment. The arrangement complies with professional conduct rules because the client receives the support through the nonprofit entity.
Advocacy Letters Protected
Nordic Ventures, a nonprofit advocacy group, mails letters informing individuals of civil rights and offering free representation. State officials attempt to ban the mailings as improper solicitation. The letters receive First Amendment protection because Nordic Ventures pursues political objectives rather than commercial gain.
Nalini Narula, a sculptor, creates a work for Community for Creative Non-Violence, a nonprofit association dedicated to homelessness issues. The association claims copyright ownership as the hiring party. The court determines that Nalini is an independent contractor, so the nonprofit does not automatically own the copyright under work-made-for-hire doctrine.
COMMUNITY FOR CREATIVE NON-VIOLENCE, et al., Petitioners v. REID, Respondent490 U.S. 730, 737 (1989)
Trademark Registration Challenge
Noah Nakamura forms a nonprofit to promote Asian-American musicians and seeks to register a band name containing a racial slur. The USPTO refuses registration on disparagement grounds. The nonprofit prevails because the First Amendment bars viewpoint-based denial of trademark registration.
Matal v. Tam582 U.S. 218 (2017)
Copyright Term Extension
Noreen Nguyen, director of a nonprofit film archive, challenges a statute extending copyright terms for existing works. The archive holds many public-domain films that would otherwise enter the collection sooner. The Court upholds the extension because Congress acted within its constitutional authority over intellectual property.
Eldred v. Ashcroft537 U.S. 186
Sign Code Challenge
Navarro Industries, a nonprofit community group, posts directional signs for its events. The town enforces a sign code that treats the signs differently based on their message. The nonprofit obtains an injunction because the code imposes content-based restrictions that fail strict scrutiny.
Reed v. Town of Gilbert, Ariz.576 U.S. 155 (2015)
Common questions
Frequently Asked
1
May a nonprofit corporation amend its bylaws to contradict provisions in its articles of incorporation?+
No. Bylaws must remain consistent with the articles, which function as the higher governing document. An amendment that reassigns director removal power from members to the board is invalid when the articles expressly reserve that power to members.
Supporting sources
521 U.S. 844 (1997)Trademark Law
…the scope of the CDA is not limited to commercial speech or commercial entities. Its open-ended prohibitions embrace all nonprofit entities and individuals posting indecent messages or displaying them on their own computers in the presence of minors. The general, undefined terms "indecent" and "patently offensive"…