Fiscal Sponsor Agreement
Program Manager Name:
Program Account Name: Account #:
Please sign and date certifying that you agree with and understand the terms in this Fiscal Sponsorship Agreement ("Agreement”). This Agreement must be signed and returned to United Charitable before your program commences operations. A United Charitable signed copy of this Agreement will be returned to you after our office processes the Agreement. United Charitable relies on your guarantee that you understand and will comply with all of the provisions in this Agreement. The Agreement is designed both to protect the program and United Charitable and ensure compliance with Internal Revenue Code ("Code") section 501(c)(3). Please be sure you fully understand all of these provisions because they are critical to the successful operation of your program. If you do not understand any of these provisions, please call us to discuss or consult with an attorney. Your signature on this Agreement constitutes acknowledgment that you are familiar with, understand, and shall comply with all provisions.
This Fiscal Sponsorship Agreement ("Agreement") is made by and between United Charitable and ("Program Manager"). United Charitable is a Virginia nonprofit corporation located in Tysons, Virginia, qualified as exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code ("IRC"), classified as a public charity under IRC Sections 509(a)(1) and 170(b)(1)(A)(vi). Program Manager is an individual resident of the state of
A. The United Charitable Board of Directors has approved the establishment of a restricted fund to receive donations of cash and other approved types of property designated for support of the program known as (the"program") and to make disbursements in furtherance of the Program's mission as described in its Program Proposal & Application to Currently, the principal office of the Progarm is located in ,
B. United Charitable desires to act as the fiscal sponsor of the Program, by receiving assets and incurring United Charitable approved liabilities identified for the purposes of the Program and using them to pursue those purposes, which United Charitable's Board has determined will further United Charitable’s charitable and educational goals. The program Manager desires to manage the Program on behalf of United Charitable, subject to United Charitable's discretion and control.
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
a. Unless otherwise agreed, and subject to their consent, all personnel to be compensated for working on the Program shall become at-will employees of United Charitable on the effective date and shall be subject to the same personnel policies and benefits as are required by law to apply to all program, non-corporate level employees of United Charitable. If properly classified, others may work on the Program at will as independent contractors pursuant to a written service agreement. However, establishing a Program at United Charitable neither results in nor guarantees anyone's employment by or compensation from United Charitable, and no express or implied assurance of employment or compensation shall be offered to anyone by United Charitable or by Program Manager in connection with any donation made to United Charitable or any volunteer service rendered to support the Program. United Charitable has sole discretion, at all times, to determine the terms and conditions of anyone's employment or compensation in connection with the Program.
b. The parties shall abide by the Active Charitable Program Operations Manual of United Charitable (the "Manual") set forth as the attached Exhibit 1 (hereby incorporated by reference in this Agreement and including the subsidiary policies, procedures, and forms cited in the Manual), which United Charitable may amend from time to time in its sole discretion with the advance written notice to Program Manager and which include administrative fees, interest, and charges for extra services, to be paid to the general fund of United Charitable from the restricted fund described in Paragraph 4 below. Such fees, interest, and charges are necessary to compensate United Charitable for its services administering the Program, and thus become unrestricted rather than restricted assets when paid. The Manual indicates how United Charitable provides financial information to the Program on the status of the restricted fund and the timing of reports due from Program Manager to United Charitable on the charitable operations of the Program and covers many other United Charitable policies and requirements.
c. Unless otherwise agreed, any tangible or intangible property, including intellectual property, such as copyrights, obtained from third parties, or created in connection with the Program shall be the property of United Charitable, held for the charitable purposes of the Program.
d. The Program may solicit gifts, contributions, and grants to United Charitable identified as in support of the purposes of the Program. The Program's choice of funding sources to be approached, and the text of the Program's fundraising materials, are subject to United Charitable's prior written approval and shall include an express disclosure of United Charitable's variance power under Paragraph 4 below. All grant agreements, pledges, or other commitments with funding sources to support this Program shall be executed by United Charitable.
e. Programs must not cause United Charitable to be exposed to any liability for injuries or damages as a result of any: (a) negligent act or omission by a Program Manager or any person related to a Program Manager or subject to his or her direction or control; (b) violation of statute, ordinance, rule or regulation by a Program Manager or any person related to a Program Manager or subject to his or her direction or control; or (c) other wrongful act or omission by a Program Manager or any person related to a Program Manager subject to his or her direction or control. Program Managers must disclose to United Charitable all proposed activities of a Program so that United Charitable's insurance advisor may determine whether special insurance policies or riders to existing policies are warranted or required. This is part of the ongoing obligation to communicate regularly with United Charitable as to approved and proposed operations.
If a Program Manager fails to adhere to any of the provisions set forth above, he or she may cause United Charitable to be exposed to liability, to incur federal corporate income tax for unrelated business taxable income, and/or be subject to legal fees and litigation expenses. Therefore, the Program Manager agrees to indemnify and reimburse United Charitable under Paragraph 7 below in the event of a breach by the Program Manager of any of the provisions in the Agreement, including, but not limited to, those set forth above in the immediately preceding paragraph.
a. Program Manager is the only person authorized to represent the Program under this Agreement. If the Program Manager wishes to designate an assistant or replacement person to represent the Program, any such assistant or replacement Program Manager must be approved in writing by United Charitable in advance and must agree in writing to be bound by this Agreement.
b. The Program has created an Advisory Committee (the "Committee") to advise and oversee the Program, which is also subject to the ultimate authority of the United Charitable Board. Acting in their individual capacities, the members of the Committee serve as a subordinate body to the United Charitable Board to assist with the fulfillment of the purposes of the Program. Those participating on the Committee do not serve as representatives or agents of any funding source, employer, or any party other than United Charitable.
a. It is the intent of the parties that this Agreement be interpreted to provide United Charitable with variance powers necessary to enable United Charitable to treat the restricted fund as United Charitable's asset in accordance with Accounting Standards Codification (ASC) paragraphs ASC 958-605-25-25 and -26, formerly expressed in Statement No. 136 issued by the Financial Accounting Standards Board (FASS).
b. Because the restricted fund is held under the charitable trust doctrine for the purposes of the Program as understood by and with funding sources, the parties intend that assets in the restricted fund are not subject to the claims of any creditor or to legal process resulting from activities of United Charitable unrelated to the Program.
c. Programs cannot accept funds, directly or indirectly, from Program Managers, any relative of the Program Manager (by blood, marriage, or adoption), any business with a 35% or more interest owned by the Program Manager or relative, or any person who receives payment or reimbursement from the program. Moreover, any donor to a United Charitable program cannot receive compensation, reimbursement, or any other form of payment from United Charitable in connection with the program to which they have donated. Nor shall any donor advise or expect to advise United Charitable or make recommendations to United Charitable as to the use of their donated funds after making a donation.
a. Either United Charitable or the Program Manager may terminate this Agreement on 60 days' written notice to the other party, so long as another nonprofit organization acceptable to both parties is found that is tax-exempt under IRC Section 501(c)(3), is not classified as a private foundation under Section 509(a) (a "Successor"), and is willing and able to sponsor the Program. (As used in this Paragraph 6, the word "able" shall mean that the Successor has charitable purposes compatible with the purposes of the Program and has the financial and administrative capacity to competently manage the Program.)
b. The balance of assets in United Charitable's restricted fund for the Program, together with any other tangible and intangible assets held and liabilities incurred by United Charitable in connection with the Program, shall be transferred to the Successor at the end of the notice period or any extension thereof, subject to the approval of any third parties that may be required.
c. If the Committee has formed a new organization qualified to be a Successor as set forth in this Paragraph, such organization shall be eligible to receive all such assets and liabilities so long as it has received a determination letter from the Internal Revenue Service, indicating that such qualifications have been met.
d. If no Successor acceptable to both parties is found within a reasonable time, United Charitable may dispose of the Program assets and liabilities in any manner consistent with applicable tax and charitable trust laws.
e. Either party may terminate this Agreement, based upon a material breach of this Agreement by the other party, by giving 30 days' written notice to the other party, and any Program assets and liabilities shall be disposed of at the end of the notice period in a manner consistent with the provisions stated above in this Paragraph.
IN WITNESS WHEREOF, the parties have executed this Fiscal Sponsorship Agreement as of the effective date set forth in Paragraph 1 above.
February 3, 2023
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Document Name: Fiscal Sponsor Agreement
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