ALL YOU NEED TO KNOW About…

…Articles of Incorporation, Bylaws, & Boards of

Directors

THE KEYS TO SUCCESS

© Nancy Wyatt, My Persuasive Presentations, LLC, March, 2014 All Rights Reserved www.mypersuasivepresentations.com mypersuasivepresentations@gmail.com

540-636-4311

ARTICLES OF INCORPORATION

“Articles of Incorporation” is the name of a legal document that is filed with the state to create a corporation.

Articles of incorporation are also referred to as: the "corporate charter," “articles of organization” "articles of association," or "certificate of incorporation."

These links will give actual or sample forms for your state and situation.

Articles for Non-Profits

Nonprofit articles contain the organization’s basic information (name, registered agent, office address, etc.)

They also include information about their tax exempt status or qualifications.

Be careful and be thorough. Get legal assistance, if you need it.

Articles of Incorporation – Definitions. This link will take you to various states, so you can see information pertinent to them.

Articles of Incorporation (Commonwealth of VA form SCC819) for non-stock companies

Articles of Incorporation (Commonwealth of VA form SCC619 for stock companies

http://www.scc.virginia.gov/publicforms/322/llc1011.pdf

Unlocking the Secrets - Links For You

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Bylaws = The Keys To The KingdomConstruct Them Carefully and Consider Getting Legal Help

http://en.wikipedia.org/wiki/Bylaw Bylaws may differ among companies.

Common things to include are the structure and methods by which

the organization will be run.

A common mnemonic device for remembering the typical articles in

bylaws is NOMOMECPA, pronounced "No mommy, see pa!" It stands for:

Name

Object

Members

Officers

Meetings

Executive board

Committees

Parliamentary authority

Amendment

These laws are about the distribution of power and responsibilities.

Board of DirectorsChoose Very Carefully

These individuals must become a

Carefully select Your key team by:

Functions to be performed

Reputation and trustworthiness

Sincere interest in the welfare of your business

Types of advisors you need

Ability to raise funds and/or promote you

Responsibility in meeting legal requirements

Credibility they give to your organization

Ensuring they have time for you.

Should Nonprofit Directors Worry About Personal Liability? NOLO (Law for All) says:http://www.nolo.com/legal-encyclopedia/nonprofit-directors-personal-liability-32357.html

“Exceptions to the Limited Liability Rule: In a few situations, people involved with a nonprofit corporation can be held personally liable for its debts. A director or officer of a nonprofit corporation can be held personally liable if he or she:

personally and directly injures someone

personally guarantees a bank loan or a business debt on which the corporation defaults

fails to ensure that the nonprofit deposits taxes (such as payroll and property taxes) or files necessary tax returns

does something intentionally fraudulent, illegal, or clearly wrong-headed that causes harm, or

co-mingles nonprofit and personal funds.”

See the NOLO website for much more information (e.g. liability for unpaid taxes)

BONUS INFO:NOLO Re New Tax Law Requiring Reports on Corporate Governance for Non-Profits

http://www.nolo.com/legal-encyclopedia/nonprofits-revised-irs-form-990-30274-2.html

“The latest Form 990 includes an entirely new section on corporate governance (in Part VI), which probes how a nonprofit manages critical issues such as the independence of its board and the resolution of conflicts of interest among key players in the organization. Although the IRS has very little authority to investigate corporate matters (these are generally left to state agencies), this section allows it to explore the relationship between good corporate governance and compliance with the tax code.”

Thank you!Nancy WyattMy Persuasive Presentations, LLC

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