Article

Org 6 - Board of Directors, First actions

ORGANIZATIONAL STRUCTURE

Part 6:  First Board Meeting/ Actions

 

Selecting directors is only one prerequisite for incorporation. After the board is chosen, it must complete the tasks related to filing for official recognition. Some tasks were completed by organizing individuals as required for filing. For example, a statement of purpose and bylaws were prepared. These documents should be confirmed by board action at the initial meeting. An initial meeting should produce several documents to be used in filing with the State for nonprofit corporation status and to comply with ongoing record-keeping requirements.

 

Writing bylaws

  Bylaws are the most basic of internal rules and procedures. They spell out how the organization will be governed: number of members on the board of directors, how directors are chosen, how many directors constitute a quorum for transacting business, and the officers of the organization. These were devised before the board existed, but they can be amended. See separate document, Drafting bylaws, for guidance and examples.

 

Electing officers

  After the bylaws have been adopted, the board should elect the specified officers from among the board members. At a minimum, the organization should have a chairperson, secretary and treasurer, and the bylaws may create additional positions. Some of this depends upon the size of the board. The board may also create standing committees and select chairpersons.

 

Writing the mission statement

The board should articulate the purpose of the organization in a mission statement. The language of the mission statement can be tweaked later, but the purpose must be articulated clearly. What does the organization propose to do, for whom, and what activities will the organization engage in to accomplish the mission? See separate document, How to Write a Mission Statement, for guidance and examples.

 

Selecting a registered agent

State governments usually require a corporation to identify a person who will serve as the “registered agent” of the corporation to receive legal documents and notices at a location other than the place of business.

Deciding on acceptable name(s)

  The board should identify a proposed list of names for the organization. Availability of the name can be checked online in most states, and some allow an available name to be held for a limited period of time (while the paperwork for filing is being completed) for a small fee.

 

Starting the record book

  Minutes of all meetings must be kept for inclusion in the “record book” that is required. Include copies of all documents created. As a nonprofit, the records must be kept available for public inspection. See separate document, Keeping Records for the Organization.  

When these actions have been completed it will be possible to file the required documents with the Secretary of State (or other designated state government office) and pay the incorporation fee. An official registration document (or corporate charter) will be mailed to the organization.

 

Applying for an Employee Identification Number

  After recognition as a nonprofit organization, whether there are paid employees or not, a federal Employee Identification Number (EIN) is required. This is sometimes called a Tax Identification Number (TIN.) The request for an EIN can be completed online at www.irs.gov.

 

Applying for federal tax exemption

 

After incorporating as a nonprofit organization at the state level, the organization may apply for exemption from federal taxes under Section 501(c)(3) of the Internal Revenue Code. This is a lengthy and complicated document, but does not necessarily require an attorney. If the organization is incorporated, it just takes time and effort to gather the information and complete the forms. (See References for list of publications and forms related to application for tax-exempt status.) This application can be made available to members of the public. The language should be chosen carefully.

 

It is desirable to be classified a public charity, not a foundation, by the IRS. Foundations are bound by many additional restrictions.

            

The organization may operate as a tax-exempt entity while the application is pending. Consult the IRS publications concerning actions that must be taken related to tax filings during this interim period.

 

References  

Internal Revenue Code, Section 503(c)(3)

 

Internal Revenue Service, Publication 557, Tax-Exempt Status for Your Organization

______, Publication 1635, Understanding Your EIN

______, Publication 4420, Applying for 501(c)(3) Tax-Exempt Status

______, Form 1023, Application for Recognition of Exemption

______, Publication 4421-PC, Compliance Guide for 501(c)(3) Public Charities

______, Publication 583 (1/2007), Starting a Business and Keeping Records

 

“Life Cycle of a Public Charity,” Internal Revenue Service, U.S. Dept of the Treasury.

www.irs.gov/charities/ Includes sample organizing documents.

 

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DISCLAIMER

This work is supported under a five-year cooperative agreement # H235V060016 awarded by the U.S. Department of Education, Office of Special Education and Rehabilitative Services, and is administered by the Pass It On Center of the Georgia Department of Labor – Tools for Life.  However, the contents of this publication do not necessarily represent the policy or opinions of the Department of Education, or the Georgia Department of Labor, and you should not assume endorsements of this document by the Federal government or the Georgia Department of Labor.  

 

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Title: Org 6 - Board of Directors, First actions
Module: Organization
Author: Trish Redmon
Audience: Administrator
Sub Title:
Procedure:
Organization Source: Pass It on Center
Last Reviewed: 01-23-2009 9:12 AM