ALL YOU NEED TO KNOW About… - PowerPoint Presentation

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ALL YOU NEED TO KNOW About……Articles of Incorporation, Bylaws, & Boards of DirectorsTHE KEYS TO SUCCESS

© Nancy Wyatt, My Persuasive Presentations, LLC, March, 2014 All Rights Reserved www.mypersuasivepresentations.com mypersuasivepresentations@gmail.com540-636-4311

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 companieshttp://www.scc.virginia.gov/publicforms/322/llc1011.pdfUnlocking the Secrets - Links For You14

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Bylaws = The Keys To The KingdomConstruct Them Carefully and Consider Getting Legal Helphttp://en.wikipedia.org/wiki/BylawBylaws 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: NameObject Members Officers Meetings Executive board Committees Parliamentary authority AmendmentThese 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 performedReputation and trustworthinessSincere interest in the welfare of your businessTypes of advisors you needAbility to raise funds and/or promote youResponsibility 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 someonepersonally guarantees a bank loan or a business debt on which the corporation defaultsfails to ensure that the nonprofit deposits taxes (such as payroll and property taxes) or files necessary tax returnsdoes something intentionally fraudulent, illegal, or clearly wrong-headed that causes harm, orco-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-Profitshttp://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, LLCFor the ALL YOU NEED TO KNOW SERIES …. …About How To Start A Business – or other topics … Contact Nancy at 540-636-4311Visit our website / send an email.www.mypersuasivepresentations.commypersuasivepresentations@gmail.com