Question: 501 c (3) filing Questions

We are in the process of filing for our 501 c (3) status and after reading these boards I have a couple of questions. PLEASE HELP!!! (1) Articles of Incorporation - we filed through our state for incorporation and received it. It was a two page form and we received a certificate back from the state. Is this what I send with our IRS form as proof of our incorporation? Or is there something else the IRS requires. (2) Bylaws – someone on the boards stated they had needed to submit a constitution and bylaws with their 1023 application. So I have a couple of questions about this: (1) where on the 1023 form does it state to need to send in a constitution? (2) what is the difference between a constitution and bylaws? Also in regards to bylaws: someone also stated they had to resubmit their 1023 because the signatures page for their bylaws was not a separate page but at the end of their bylaws. Should your signatures page be a completely separate page? We adopted our bylaws 10/2010 but we need to revise them before we send them into the IRS. Do we list both dates on the bylaws?? (An original acceptance date and a revision date?) Do we need to list what was revised? How do we handle our bylaws? Who needs to sign them? (all board members?)

Asked by Anonymous

Answers:

Advice from PTO Today

Craig writes:
Your articles of incorporation are your constitution. Typically they are similar to bylaws but not as detailed. Regarding your bylaws question, we're double-checking but my immediate take is that you should include both dates on the bylaws, just send a current version (you don't need to highlight the revisions), and I'm pretty sure just the president/presiding officer needs to sign them. I'll post again later with confirming information. By the way, despite its reputation the IRS is quite helpful when you call with questions. The help line for nonprofits is (877) 829-5500.

Community Advice

brookwoodpto writes:
Where can I find a sample of the articles of incorporation?? I have a certificate we received from our state and that is all I was going to send to the IRS. But now I am confused. I have heard the IRS is very helpful but have tried 3 times to call and each time I was told my waiting time is 30-45 minutes.

Advice from PTO Today

Craig writes:
I ran your question by Christy Forhan, who wrote the question-by-question guide to form 1023 for our PTO Startup Toolkit and has worked on a number of 501c3 applications. Here's here answer -- AOI refers to articles of incorporation:

(1) The format for AOI is set by your state since incorporation is a state function, not a federal or IRS function. Just make a copy of whatever document(s) you received from the state indicating your group's incorporation. In your case, that would be the 2 page form and certificate.

(2) Constitution is another form of "Organizing Document," essentially equivalent to the AOI for an incorporated entity (another name for this document is "Articles of Association" for non-incorporated groups). Your group is submitting its AOI, so you don't need to create a Constitution, in fact it would probably be redundant to the AOI.

The organizing document, whatever you call it, is the document that announces your group's existence. It lays down the very most basic, but broad, definition your group's mission, operation, and list its founders. Typically, the organizing document does not change during the life of the organization. In contrast, bylaws are your day-to-day rules of operation.

Bylaws set specific rules, policy, and constraints for your group. Bylaws should evolve as your group evolves, through a formal amendment process as defined in the bylaws themselves. The IRS wants both your organizing document and your current bylaws because the 2 documents serve 2 different functions.

According to "The Top Ten Reasons for Delays in Processing Exempt Organization Applications (IRS, 2005), the organizing document (AOI) must be signed by at least two officers of the organization, must show the group's legal name, its purpose, and the date of adoption. This is probably already a part of your state's AOI format. Bylaws must have been formally adopted by the group for them to be considered valid in the IRS's eyes. Don't send a draft or work-in-process copy, only the final/current version your group has properly adopted.

I am not aware of any requirement from the IRS that stipulates approval signatures must be on a separate page. For your group's own benefit and historical record, it is useful to have a history of bylaw revision dates at the end of your current version. However, there is no need to include a summary or any other text indicating what was changed in each revision. That level of detail can and should be kept in your group's permanent files, but do not clutter up your current version of the Bylaws with out-dated information. I am not aware of any specific requirements from the IRS that the bylaws (as opposed to the Organizing Document) needs to be actually signed.

As is the case with all specific questions about the Form 1023 application, CALL the IRS help line at 1-877-829-5500 for the final word. And if you're really concerned about a specific issue affecting the acceptability of your 501c3 application, call the IRS more than once with the same question. Different IRS reps have different level of expertise and ways of explaining the requirements. I found it helpful on very specific or unique questions, to have the input from more than one rep.