USSA Programs

Organizing Documents and Required Filings

 

All legal entities (nonprofit or for profit) are defined by their original Articles of Incorporation.

According to http://legal-dictionary.thefreedictionary.com/Articles+of+Incorporation these are:

The document that must be filed with an appropriate government agency, commonly the office of the Secretary of State, if the owners of a business want it to be given legal recognition as a corporation.

Articles of incorporation, sometimes called a certificate of incorporation, must set forth certain information as mandated by statute. Although laws vary from state to state, the purposes of the corporation and the rights and liabilities of shareholders and directors are typical provisions required in the document. Official forms are prescribed in many states.

Once the articles of incorporation are filed with the secretary of state, corporate existence begins. In some jurisdictions, a formal certificate of incorporation attached to a duplicate of the articles must be issued to the applicant before the business will be given legal status as a corporation.

In the case of the nonprofit corporation there are no owners. Essentially, the community the organization serves under the mission and purpose stated in the Articles is the owner, and the Board of Directors (or Trustees) is entrusted with ensuring that mission and purpose. Therefore, the Articles of a nonprofit organization must contain a dissolution clause, which states (an example from www.irs.gov/publications/p557/ar02.html):

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. 

In addition to the Articles of Incorporation organizations must adopt bylaws as defined by http://legal-dictionary.thefreedictionary.com/bylaws:

Bylaws are the written rules for conduct of a corporation, association, partnership or any organization. They should not be confused with the Articles of Corporation which only state the basic outline of the company, including stock structure. Bylaws generally provide for meetings, elections of a board of directors and officers, filling vacancies, notices, types and duties of officers, committees, assessments and other routine conduct. Bylaws are, in effect a contract among members, and must be formally adopted and/or amended.

It is especially important that nonprofit organizations (due to the nature of volunteer board leadership) review, understand and formally adopt their bylaws on an annual basis. This will be covered more in the principles and practices of leadership.

While the annual filings of resorts and corporations follow regular base business practices, nonprofit organizations have unique annual filing requirements, which vary from state to state. For more information on what nonprofits are required to file on an annual basis see: http://www.councilofnonprofits.org/annual-filings

If you are starting a new nonprofit organization or you want to be sure you have everything in place see: http://www.councilofnonprofits.org/resources/how-start-nonprofit