#midtermz

[cannuzunn-blog]

#midtermz 🌞

[vug]

so nervous for tomorrow pray that I make it

[mgobomb]

fartzLAW MIDtermZ

mad basic w it. i realized in typing this summary, i get a bad taste in my mouf using a number of the words below. ex. regulations, insider, obedience, compliance, authority, etc etc snooze button 

related to: TAXES. NONPROFITS. N CORPS.

bylaws - rules/provisions adopted by an org for its governance [[subordinate to the org's charter or articles of incorporation & subj to state law]]

commercial co-venture // cause-related marketing - bizz undertaking btwn a non and for-profit -- split proceeds -- many state regulations to avoid exploitation / confusion

conflict of interest policy - [[duh]] 

corporation - entity having authority under law to act as a HUMAN - distinct from its owners, directors, officers, employees 

determination letter - letter from the IRS recognizing a non-profit as tax-exempt

excess benefit transaction - [[duh p. 2]] an economic benefit is provided by a tax-exempt org in or directly to any insider [[or relative of an insider]] 

independent director - member of a nonprof governing board; free from financial or familial relationship w the org n other insiders

intermediate sanctions - penalties by the IRS for xcess bene transactions - one step short of loss of tax exemption

limited liability - corp rather than principles are answerable to debts n assets 

litigation hold - by org's legal counsel in anticipation of a suit ordering employees to hang on to all docs / crap relevant 

private inurement - use by an org insider of the tax exempt org's earnings or assets for PERSONAL gain - forbidden under FEDERAL tax law

tax exempt - not subject to income taxes by law [ok duh p 3]

whistleblower policy for accounting matters - wrttn set of rules // procedures for individuals within an org to report accounting irregularities free from retaliation by the org [DUHHHHHHHH WHY AM I DOING THIS]

GOVERNANCE. woof.

ad hoc committee - est by the board for a limited time or purpose [ex a strat management committee brought in to evaluate]

audit committee or governance / nominating committee - approved y the board of an org to oversee financial reporting, select an independent auditor, n receive the audited statements; also responsible for overseeing systems of financial control // law compliance [[oversee management // major exposures to fin. risk]

fiduciary duties - doo dee of the utmost care, loyalty, and obedience by all the people involved in an org - directors, officers, key employees - govnd by state law

governance/nominating committee - board committee resp for performance review [recommends suitable candidates for board memberships]

oversight function - board's PRIMARY role - review management's implementation of the orgs mission 

rebuttable presumption of reasonable compensation - inference drawn by the IRS that an org's exec compensation arrangements are legit [and don't violate fed prohibition against excess benefit transactions]

CONTRACT LAW.

agent - person authorized to deal w 3rd parties on behalf of the org 

apparent authority - contract law doctrine that gives a party the right to assume that the person speaking [[or signing]] for the other party is empowered to do so

breach - party violates terms of contract

consideration - valuables exchanged by the parties to a contract

contract - binding xchange of mutual promises 

force majeure - clause in a contract xplaining what happens if a major disruption -- for ex eathquake, bombs, nuclear terror attack -- prevented activities from happenin

full performance - when consideration has been xchanged n all parties' obligations under a contract have been totally fulfilled 

incorporation by reference - contract provision that makes attachments a part of the binding promises xchanged by the parties  [ex. appendices, exhibits, etc]

indemnification - promise by a party to a contract to cover another party to the contract for loss r harm it may experience - often a back up to the insurance provisions 

injunction - court order preventing party who breached contract from doing w/e was a no no

insurance provisions - spell out which parties are req'd to procure amounts n types of insurance to cover harms - such as worker injury, property damage, etc

integration clause - provision in an agreement stating the agreement contains the entire understanding of the parties so nothing else may be used against either [previous communications or otherwise]

irreparable harm - injury caused by one party [by breaching contract] that cannot be redressed by money

measurable damages - monetary amount of damages caused by the party breaching the contract

notice - formal written la dee dah

offer n acceptance - contract proposed by one - agreement by other 

opportunity to cure - stated time within which a breaching party must correct the breach or contract will terminate

precedent - past agreements or terms used as a template 

principal - person or org on whose behalf the agent acts

representations and warranties - party's affirmation of underlying facts that can b relied upon by the other party to a contract

risk allocation - provisions of contracts delineating which party bears the burden for various mishaps

survival clause - provision that spells out continuing obligations parties may have to one another after contract is complete -- for example to not disclose personal information

termination for cause - when a party ends a contract for valid reason before full performance [[breach]]

termination for convenience - provision appearing in some contract allowing one or more parties to end the contract before all contemplated actions and obligations are performed [[as long as terminating party provides notice and pays for the work done to date]]

INTELLECTUAL PROPERTY

click-thru license - THE INTERNET

copyright - exclusive ownership right belonging to the author or creator of an original work that has been fixed in a tangible medium of expression

derivative work - based on pre-existing 

license - agreement btwn copyright owner n another granting permission for the other to use copyrighted work 

license fee - upfront or percent of sales - fee charged to a licensee by owner of the work

patent - exclusive right of an inventor to his or her invention

public domain - works not owned by anyone that can b freely used, posted, re-purposed without permission 

registration of copyrighted work - placing on record w us copyright office a verifiable account of the date and content of any original work of authorship 

rights of publicity - right to control the use of one's own picture, name, likeness, and prevent others from using it without consent!

sub-license - further license of a protected work by a licensee to a third party 

trade secret - formula, process, device, that is not readily known and provides a bizz advantage over competitors 

trademark - word, name, symbol that designates the source of a good or service 

work-made-for-hire - work produced by an employee either by written agreement or within the scope of employment - copyright owned by the employer 

next up the most beat my head against the wall worthy...

FUNDRAISING TERMZ: 

[art-tonic]

Procrastinating so hard rn...

[likeitsthefifties]

I used to think that Schrödinger’s was a muddle of upside down triangles and tridents but now I see! I understand! BOOHA I HAVE DEFEATED THE TRIDENTS

[thoreaulyy-blog]

Redbull is now my spirit animal. 

[elicitations]

sleep is a friend i know not