Rootstock.
Groundworks.

Planning Library · Attorney brief

One meeting. Four topics.

A consolidated question list for a nonprofit attorney covering entity choice, CCV, Oregon alcohol licensing, and fiscal-sponsor agreement review — for Groundworks and the companion projects. Cheaper than piecemeal questions; structured to get a written memo back.

§1 · Entity choice

Right entity, right subsidiaries, right revenue treatment.

Groundworks is planned as a 501(c)(3). The companion projects (Full Yield Kitchen, Rad Roots) may sit inside Groundworks as programs or stand up as separate entities. The right structure changes how earned café / farm-stand revenue is treated and how future alcohol service is licensed.

  1. 01Is 501(c)(3) the correct classification given the café + farm-stand earned-revenue model, or does the mix push us toward (c)(4) or a hybrid with a taxable LLC subsidiary?
  2. 02What portion of café and farm-stand revenue is likely to be treated as unrelated business taxable income (UBTI), and what documentation / cost-allocation practice reduces that exposure?
  3. 03Should Full Yield Kitchen and Rad Roots be separate legal entities, DBAs of Groundworks, or fiscally-hosted programs during formation? Trade-offs for liability, funder eligibility, and future spin-out.
  4. 04Does operating a café that accepts SNAP / EBT change any 501(c)(3) or state-tax classification we need to plan for?
  5. 05If we later add a taxable LLC subsidiary for wholesale, upcycled product, or a bar operation, what governance and cost-allocation guardrails need to be in place from day one?
  6. 06What Oregon and McMinnville entity filings, tax registrations, and business requirements must be completed before signing a lease?

§2 · CCV

CCV — the diligence questions.

The CCV questions surfaced from the fiscal-sponsor intake and grant workstreams. Acronym preserved verbatim from the working notes; we'll expand it inline once confirmed. Purpose: make sure whatever CCV covers is answered once, in writing, for every future sponsor or funder that asks.

  1. 01What is the formal definition of CCV in the counsel's typical practice, and which of our funders / sponsors require it?
  2. 02What documentation satisfies CCV for a 501(c)(3) in formation operating under a Model A fiscal sponsor?
  3. 03How does CCV interact with donor-advised fund grants, foundation grants, and government grants? Which corridor and Oregon programs are actually eligible?
  4. 04Are CCV representations something the board must formally adopt, or can they be signed by the ED?
  5. 05Recommended cadence for refreshing CCV materials (annually, on board change, on program change)?

§3 · Alcohol licensing

Oregon liquor licensing — nonprofit café + companion sites.

The concept proposes event-based service before any permanent beer-and-wine service. Oregon license types, eligibility, local conditions, timing, and fees remain unverified. See /ops alcohol section for the operational context. The same questions apply to any companion project that will serve alcohol at events.

  1. 01Are one-day event permits the right bridge for the first 12–18 months, or does the number/cadence of planned events push us to a different permit class sooner?
  2. 02Does 501(c)(3) status affect eligibility, application processing, or ongoing conditions for the appropriate Oregon license?
  3. 03What food-service requirements apply to the appropriate Oregon license, and is the planned kitchen and menu sufficient?
  4. 04What server training, age-verification, premises-diagram, and insurance requirements apply to a mixed café, farm stand, and education space?
  5. 05How does the alcohol license interact with the county Environmental Health food-service permit, local zoning, and the SNAP / EBT retail authorization?
  6. 06If a companion project hosts a ticketed event with beer or wine before Groundworks holds a permanent license, whose authorization covers it and how is liability handled?
  7. 07Insurance implications: what liquor-liability rider is standard alongside general liability at our scale?
  8. 08Any McMinnville-specific conditional-use, distance, or public-noticing steps that add time to the schedule?

§4 · Fiscal sponsor agreement review

The sponsor contract — before signature.

Groundworks intends to operate under a Model A fiscal sponsor as a bridge during 501(c)(3) determination. See /fiscalsponsor for the intake packet we plan to send. The questions below are for counsel review of the sponsor agreement itself.

  1. 01Is Model A the right structure for a project that expects to spin out to its own 501(c)(3), or does Model C better match the earned-revenue profile?
  2. 02Fund-restriction handling: how are restricted grants tracked, and what happens to unspent restricted funds on spin-out?
  3. 03Administrative fee: is the proposed percentage market for a project of our budget size, and what services are actually included?
  4. 04Indemnification: mutual? Scope? Any carve-outs for alcohol service, food-safety events, or employment claims?
  5. 05Name, trademark, and IP ownership — confirm Groundworks (and the companion project names) remain owned by the project on spin-out.
  6. 06Exit terms: notice period, asset transfer, donor-list transfer, in-flight-grant assignment.
  7. 07Insurance: what does the sponsor's policy cover, what must we hold separately (general liability, product, liquor, D&O, workers' comp)?
  8. 08Grant eligibility: does the sponsor sign as legal grantee, and do any potential federal, Oregon, or corridor funders restrict sponsored projects?
  9. 09Employment: can the sponsor payroll the ED and first hires during the bridge, and how are benefits handled?
  10. 10Board-of-directors requirements the sponsor imposes on us during the sponsored period.

§5 · How to use this brief

Send in advance. Ask for a flat fee. Get a memo.

The point of one consolidated brief is a single billable engagement instead of four fragmented conversations at hourly rates. Suggested flow:

  1. 01Send this page (or a PDF export) to counsel before the first meeting so they can pre-scope.
  2. 02Ask for a flat-fee scope covering the four sections above; separate hourly work only for follow-up drafting.
  3. 03Request a written memo answering each numbered question, not just a verbal meeting.
  4. 04Share a redacted version of the memo with the board at the next meeting; log open items in the Action Plan.
  5. 05Re-run the brief annually and at every major program change (adding a companion project, adding alcohol service, spinning out from sponsor).