October 22, 2017; Mansfield News Journal
The second story in a week about a small nonprofit in Mansfield Ohio has raised more questions than it answers. Last week, the Mansfield News Journal reported that Toy Time, an all-volunteer program providing toys for needy children in the holiday season, was going to close. On Sunday, a second article was posted stating that the IRS had revoked Toy Time’s nonprofit status in 2015 after three years of noncompliance with filing requirements. The volunteer leader of the organization stated that she did not know about the revocation and thought she had fixed it. In any case, it had nothing to do with her deciding to close Toy Time, which was closed due to a lack of donations and volunteers and to a board that had resigned.
That brief description of what is going on raises a number of questions about the life cycle of nonprofits, responsibility for compliance, and how to close a nonprofit in Ohio. We get the feeling this story is not over.
Toy Time started in the 1960s and ’70s as a program of the Marine Corps Reserve based in Mansfield, Ohio. The program gathers gently used toys as donations from around the community and distributes them in a weekend event close to the holidays. When the Reserve moved to Columbus, volunteers who had been working the program decided to keep it going and eventually created Toy Time as a nonprofit. A leader in this charge was Kenneth Cole, who was the volunteer leader of the organization until his death in 2009; he had been the president since 1965. His daughter, Teresa Boner, who had quite literally grown up at Toy Time, took over.
Boner says her decision to close Toy Time comes after years of diminishing success following her father’s death. What this might speak to is the life cycle of a nonprofit. Toy Time existed because of Cole’s passion, and people gathered around him to help fulfill his vision. With no offense to Teresa, could it be that with his passing, the vision—or, at least Cole’s personal charisma, which led so many in the community to support him—also passed? Could it be that the organization existed as a way for Cole’s work to be done in the community, and it is okay to let it go now that he has died?
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Boner states she did not know about the need to file paperwork with the IRS: “No one told me,” she said. Who should have told her? The board of directors. But in the second of the two articles, a board director listed in the most recent Form 990 filed with the IRS (for 2011) says, “They dissolved that board years ago.” Who are “they” and how can you dissolve a board? The Ohio state statutes (chapter 1702.27) require a minimum of three board directors for a nonprofit to be in compliance unless there are fewer than three voting members of that organization.
Which brings up the next question. In many states, such as this writer’s home of Wisconsin, a nonprofit does not have to have voting members and the board can choose to dissolve the agency at its direction. However, as pointed out in an article on Nolo.com:
Under Ohio’s Nonprofit Corporation Law (“NCL”), your nonprofit’s voting members must authorize dissolution by voting to adopt a resolution to dissolve…Ohio law only allows directors, acting alone, to authorize dissolution in special circumstances, such as bankruptcy, when all assets have been sold at a judicial sale, or otherwise with the permission of a state court. The member vote generally must take place at a member meeting, and members must be given advance notice of the meeting.
Does this mean that Boner lacks the authority to unilaterally opt to close the nonprofit? Even if it has lost its status with the IRS, it is still incorporated as a nonprofit in the state of Ohio. Even if she does have the authority, it is possible that things are not as bad as she made out. A volunteer wrote a letter to the editor following the first story, saying there were plenty of gifts and volunteers to help 800 children last year, not the 300 Boner references in her decision to close.
As the King says in The King and I: These are puzzlements. That’s why it could be that this story has not seen its final chapter.—Rob Meiksins