Initial Organizational Steps
for those forming Schools and Co-ops

This section focuses on the organizational aspects of creating a new school, pod or co-op, or adapting an existing school or co-op to incorporate the Angelicum Academy’s classical curriculum based on the Great Books.  Your organization will remain its own separate informal group {if an informal homeschool co-op or pod) or its own separate business entity (usually a business incorporated or domesticated in your state and operating under its own bylaws, board of directors, and federal, state, and local regulations), as you decide.   If you are an existing co-op, pod or school, then you have already accomplished many of the steps that are discussed.   Some steps do not apply to informal co-ops or pods.  Despite that, you may wish to evaluate whether an organizational change to your existing co-op, pod or school would be of benefit to you based on the information presented here.

The Angelicum Academy has designed this program to be cost-effective, to limit the administrative burden, and to be flexible enough to work with small co-ops or pods as well as large schools.  The following is a brief overview of the organizational steps you may wish to consider.

Considerations for establishing new schools, co-ops or learning pods

If you are not already an existing school, pod or co-op, we are happy to outline the basic organizational steps that you will need to go through to form your own school, pod or co-op.  Although you can do the work by yourself or as a group, you may benefit from hiring an experienced attorney or using online services available over the Internet.  The Association is not a law firm or a substitute for an attorney or law firm.  Thus, we cannot provide any kind of opinion or recommendation about possible legal rights or obligations, or about the selection of forms of incorporation or similar legal matters.  We may be able to provide you with the name of a local attorney.

We will do our best; however, to point you in the right direction on the steps you need to consider or help you find the resources you need.  A school, learning pod or co-op may be considered a type of business and must comply with local and state laws where it is located.  The Angelicum Academy has been involved in education for over twenty-four years and is generally familiar with the legal steps associated with forming a school, pod or co-op.  In all cases, the Association recommends seeking advice from an experienced attorney to confirm your decisions and proposed language, however that is up to you.

Much depends on whether the “form” of organization you are choosing, i.e., whether a school, pod or a co-op, and how finances and management are to be handled. Existing schools or co-operatives may already have completed most, or all these steps outlined here.  For those schools, pods or co-ops that are new, the Small Business Administration publishes an informative and helpful general guide on steps for establishing a business:  https://www.sba.gov/business-guide/10-steps-start-your-business.  Specific to education, the most important six steps are outlined briefly below to help guide you on the process:

Step 1:  Form a Business and choose the correct form of business.  There are many forms of businesses and each state has unique laws on the types of businesses that may be formed in that state.  In homeschooling, there are many co-ops that operate informally and only share limited resources.  The degree to which such informal co-ops must register as a business is unique to each state. For some no registration is required. To obtain state-specific information on how to start a business or form a corporation or whether your co-op is subject to any regulations, you may wish to visit the list of links to state business offices maintained at https://smallbusiness.findlaw.com/incorporation-and-legal-structures/state-guide-corporations-offices.html.

a. Choose a form of business: For co-ops or pods this can range from an informal group of parents sharing a home, books, or resources, and may not require anything further.  There are, however, advantages for even co-ops or pods to consider some form of formal structure and organization along the lines outline here.  For schools, most states allow formation of non-profit corporations which is a common form chosen by educational institutions as it aligns with the Federal tax code IRS 501(c)(3) for tax exempt status, making donations tax-deductible.  Many states also allow the formation of formal cooperatives. The choice of the form of a business is important and can have both tax and legal consequences. The Small Business Administration offers a full description of the various types of business which includes the following definitions on non-profit corporations and co-ops (https://www.sba.gov/business-guide/launch-your-business/choose-business-structure):

Learning pods are a new educational approach being formed due to the coronavirus.  Generally, they involve one teacher, present in-person, with one or more students in the teacher’s or one of the student’s homes.  Some parents and teachers want their children to have social interaction and in-person instruction. Some parents with small children said they were worried their kids would not have the attention spans needed for online learning and they thought having a teacher might help.

i. “Nonprofit corporation” – Nonprofit corporations are organized to do charity, education, religious, literary, or scientific work. Because their work benefits the public, nonprofits can receive tax-exempt status, meaning they do not pay state or federal taxes income taxes on any profits it makes. Nonprofits must file with the IRS to get tax exemption, a different process from registering with their state.  Nonprofit corporations need to follow organizational rules like a regular C corporation (a for-profit corporation). They also need to follow special rules about what they do with any profits they earn. For example, they cannot distribute profits to members or political campaigns.  Nonprofits are often called 501(c)(3) corporations — a reference to the section of the Internal Revenue Code that is most used to grant tax-exempt status.

ii. “Cooperative” – Cooperatives and pods come in many forms. In homeschooling, most are informal organizations that are not organized under state corporate law.  This may be sufficient.   In many states, there may be an option for a co-op to organize as a cooperative under state law.  This has some advantages.  If so organized, it is a business or organization owned by and operated for the benefit of those using its services. Typically, an elected board of directors and officers run the cooperative while regular members have voting power to control the direction of the cooperative.

b. Choose a School Name. In the promotional literature for the Association school or co-op, mention must be made that it utilizes the Angelicum Great Books Program as part of its high school curriculum.

c. Do you need a Corporate Designation in your business name? Many states require the addition of a corporate designation which is usually an abbreviation that identifies your business as a corporation—such as “Incorporated” or “Inc.” Some do not. The types of abbreviations vary by the form of the corporation and what is permissible under state law.

d. Check for Trademark Infringement: When choosing your business name, you should also make sure your proposed corporate name does not infringe on any trademarks. You can start with a search using a popular search engine such as Google but you should also do a trademark search at the website of the United States Patent and Trademark Office https://www.uspto.gov/trademarks-application-process/search-trademark-database) and the web page for the Secretary of State or other state office responsible for registering corporations in your state (https://www.llcuniversity.com/50-secretary-of-state-sos-business-entity-search/).

e. Check Availability of the Name in your State. It is also important to check to see if the name you have chosen is already being officially used by another business in your state.  Not all businesses are listed on a state’s corporate filings.  Check with your state’s office of business and corporations or business taxing division to determine if a corporate name is available for use.  Most states have an Internet search tool for this purpose.

f. Select your Board Members. Some states also require the names of a corporation’s board of directors on the articles of incorporation. It is important to select the right board members who not only share your vision and commitment but also bring legal, business, regulatory, educational, and financial expertise to your school.  The minimum number of directors you will need to appoint is usually specified in state law.  Some states require more than one director, while others do not.

g. Select a Registered Agent. Many states require you to designate a registered agent when you file your articles of incorporation.  A registered agent is the contact person listed on file for a corporation and is the person who will receive service of process notices, government correspondence and compliance-related documents on behalf of your school, pod or co-op.

h. Draft and file your Articles of Incorporation with your state or the state in which you choose to incorporate. You can incorporate in a state other than which you operate. There are advantages and disadvantages associated with incorporating states. You can hire an attorney to help guide you on the appropriate state for incorporation.  There are also many Internet companies such as LegalZoom (https://www.legalzoom.com/business/business-formation/) that will walk you through all the steps and help you complete the forms at relatively low cost.  You can also do this yourself.  You will need to find, complete, and file articles of incorporation with your state’s Secretary of State office.  Some states allow all of this to be done on online.  Depending on your state, the articles of incorporation may instead be known as certificates of incorporation or charter. You should be able to obtain simple articles of incorporation forms from your state’s corporations office or their Internet web page.

a) At the same time, order a corporate book and seal through your attorney or through one of the many corporate services businesses available on the Internet. You will need the seal to emboss important corporate documents such as bank resolutions, board resolutions, etc.  An example of a service on the Internet is Blumberg Excelsior (Blumberg Corporate Kits – All Kits Ship Free).

i. Write your Bylaws. Although bylaws usually do not need to be filed with the state, they are important. Bylaws set out the rules governing how your corporation will be run, voting conducted, officers elected, and records maintained.  Bylaws are an important part of running a corporation, and you may wish to consult with an attorney for assistance in drafting appropriate bylaws for your corporation.  Angelicum may have some basic bylaws that you may read and consider as a starting point.

Step 2. Hold initial Board of Directors Meeting. Whether your school, pod or co-op has several directors or just one, an initial board of directors meeting should be held to deal with a variety of matters:

a. The Association centers all its activities on the Blessed Sacrament. Our Lord is at the center of all that we do.  Unless He builds the house, we labor in vain.  In this spirit, the Association seeks to make Adoration of the Blessed Sacrament the center on which all else orbits.  Accordingly, all your meetings should begin with devotions and prayers to the Blessed Sacrament.  Ideally, an hour of adoration for all meeting participants should be held.  An alternative could be Benediction of the Blessed Sacrament.
b. Keep corporate minutes of all minutes and make a record of items voted on and passed. Using written resolutions to make a record of matters discussed and action is good practice.
c. Formally adopt your bylaws.
d. Appoint corporate officers such as President, Vice-president, Secretary, Treasure and perhaps Principal or other educational titles.  The titles of officers may vary by state law, articles, or bylaws. In many cases board members will appoint themselves as officers.
e. Approve a corporate seal.
f. Confirm/ratify appointment of a Registered Agent.
g. Take any other actions advised by your attorney or as needed.
h. Determine how accounting and financial services are to be performed. By whom and with what software.
i. Set the annual corporate meeting date.

Step 3.  Register your Business with your State and Local Governments.  Your business location determines the registration, taxes, zoning laws, and regulations your business will be subject to.  You will need to make a strategic decision about which state, city, and neighborhood you choose to start your business in.  You will need to register your new business name with the state and local authorities for purposes of taxation, sales tax exemption, unemployment insurance, workers compensation, business permits, and licenses. Requirements will vary depending on your state and local government. In many states, the state will automatically register your business as part of the corporate filing process, but this may not cover all filings you will need to do.  For state requirements, you can start by checking the Small Business Administration’s website at https://www.sba.gov/business-guide/launch-your-business/pick-your-business-location and https://smallbusiness.findlaw.com/business-laws-and-regulations/compliance-information-and-resources-state-by-state.html.  You should also check the web pages for the city and county where the school will operate.  Be sure to make a written record of all registrations and business license numbers, and keep copies for display at your school or co-op.

Step 4:  Obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS) and register with state and local tax authorities.  Corporations are separate tax-paying entities.  You will need to obtain tax ID numbers from the IRS and your state and local revenue agencies. https://www.sba.gov/business-guide.  The EIN number from the IRS is important as banks and other businesses will need that number to do business with you.  You can apply for an EIN online at: https://sa.www4.irs.gov/modiein/individual/index.jsp.  You can obtain more information about federal, state, local taxation of businesses from the Small Business Administration at https://www.sba.gov/business-guide/manage-your-business/pay-taxes.  Although you can apply directly with your state and local authorities directly (in some cases online), there are online providers such as LegalZoom that provide services such as obtaining state tax ID numbers:  https://www.legalzoom.com/business/business-operations/state-tax-id-overview.html

Step 5. Open a Corporate Bank Account. It is important that your school have a bank account(s) that is separate from individual bank accounts of Board members or officers.  Check with the bank at which you intend to open the account to see what documents will be required. Some banks require a corporate resolution to open a corporate account, while others may need only a copy of the articles of incorporation. Most banks also require a corporation’s EIN or Employer Identification Number, which can be obtained from the IRS.

a. This is a good time to consider who will perform your accounting and what software will be used. You may want to retain an accounting firm for these purposes. If you have or will soon have employees consider what payroll software will be used, and assure it supports mandatory deductions for federal and state taxes, Medicare, social security, unemployment insurance, worker’s compensation, etc.

Step 6.  Begin applying for IRS 501(c)(3) tax exempt status.  It may be important for your school, pod or co-op to obtain tax exempt status.  The benefits of having 501(c)(3) tax-exempt status include: no tax on income earned by the school; tax exempt donations for prospective donors to the school, pod or co-op; eligibility for private and public grants; credibility in the nonprofit community; lower postage rates on mailings; possible exemption from real estate property tax, and reduced rates offered by the media or other companies.    The application process can be complicated and lengthy so you may wish to hire an attorney.  There are also Internet-based service providers such as LegalZoom (https://www.legalzoom.com/business/business-formation/501c3-application-overview.html) that will guide you through the process for their set fee currently of $595, or $795 for expedited filing.  Begin this process as early as possible because it can take several weeks to complete the paperwork, and weeks or months for the IRS to make a final decision and issue a Letter of Determination or request for more information.

a. If you have donors seeking to donate prior to your receiving a Letter of Determination from the IRS approving your 501(c)(3) status, you can seek out a fiscal agent who can receive donations on your behalf. A fiscal agent is an established IRS 501(c)(3) tax-exempt organization that agrees to accept donations on behalf of a group that does not have IRS tax exemption.  The Angelicum Academy can serve as a fiscal agent for start-up schools whose 501(c)(3) application is pending. This enables you to start receiving tax exempt donations once you have incorporated and established a bank account.  While a nonprofit acting as a fiscal agent can offer numerous services as part of the arrangement, it must at least retain supervision and control over funds, making sure they are used strictly for the sponsored group’s charitable work; keep records proving that funds are used for tax-exempt purposes; and ensure that funds are used in a manner that furthers the fiscal agent’s own charitable work.

 

Starting a school, pod or co-op in your state may vary from this list but taking the foregoing six steps will certainly help you get started, though some of the steps only relate to forming a corporation, which you may or may not need.