The Nonprofit Merger Agreement is essential when two nonprofit organizations decide to combine their operations and assets. This document is crucial in the United States, where nonprofit mergers must comply with both federal tax laws and state-specific nonprofit regulations. The agreement details how the organizations will combine their assets, operations, and governance structures while maintaining their charitable purposes and tax-exempt status. It typically requires approval from state authorities and must address various stakeholder interests, including donors, beneficiaries, and employees. The agreement must carefully consider restricted funds, endowments, and ongoing program commitments.
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1. Parties: Identification of merging nonprofit organizations
2. Background: Context of merger and organizations' histories
3. Definitions: Key terms used throughout the agreement
4. Plan of Merger: Detailed structure and implementation of the merger
5. Asset Transfer: Terms of transferring assets, liabilities, and obligations
6. Governance: Post-merger organizational structure and leadership
7. Regulatory Compliance: Steps to maintain tax-exempt status and legal compliance
8. Closing Conditions: Requirements that must be met before merger completion
1. Employee Matters: Staff transition arrangements and employment terms for transferring employees
2. Restricted Fund Management: Provisions for handling restricted donations and endowments
3. Program Continuation: Specific arrangements for continuing existing programs and services
1. Asset Schedule: Detailed inventory of all assets being transferred between organizations
2. Board Reֱs: Approval documentation from both organizations' boards
3. Due Diligence Reports: Financial and legal review documentation
4. Employee Transfer Schedule: Comprehensive list of transferring employees and their terms
5. Restricted Fund Schedule: Detailed listing of restricted donations and endowments with their terms
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