I agree with Critter. Ideally, your articles of incorporation (AOI) will be bare bones, containing only what your state requires. Here in Texas, that's about a 1 page document. Then the meat is in the bylaws.
You don't want anything important to be repeated, because if you later need to change it, you'd have to change it two places. Frankly, folks tend to forget all about the AOI, so that's why you should put the bulk in the bylaws. Think of the AOI sort of like your car title and the bylaws are the operator's manual.
But the IRS may have some pieces it expects in the AOI beyond your state requirements, so definitely call the them with questions. The tax exempt group is very helpful.
If, for some reason, you do need to reference something in the bylaws already spelled out in the AOI, I'd keep it very simple, stating that the action will be handled as per the AOI. But hopefully, you won't have much cross referencing.
I agree with Critter. Ideally, your articles of incorporation (AOI) will be bare bones, containing only what your state requires. Here in Texas, that's about a 1 page document. Then the meat is in the bylaws.
You don't want anything important to be repeated, because if you later need to change it, you'd have to change it two places. Frankly, folks tend to forget all about the AOI, so that's why you should put the bulk in the bylaws. Think of the AOI sort of like your car title and the bylaws are the operator's manual.
But the IRS may have some pieces it expects in the AOI beyond your state requirements, so definitely call the them with questions. The tax exempt group is very helpful.
If, for some reason, you do need to reference something in the bylaws already spelled out in the AOI, I'd keep it very simple, stating that the action will be handled as per the AOI. But hopefully, you won't have much cross referencing.
Ally, we just used the exact IRS-approved language so we knew it would be acceptable. When we presented the Articles of Incorporation to the membership for approval, we just explained it in layman's terms. I don't think we had to include those particular paragraphs in our bylaws, too, since they were in our AOI. You can call the IRS to clarify if the instructions aren't clear.
I don't know about NJ, but our Articles of Inc in MI are not anywhere near as robust as our bylaws need to be. So the numbering is different between our 2 documents.
Keep plugging along. And don't be reluctant to call the IRS with your questions. You'll be surprised how much you've learned already.
Although our PTO was already organized and had the certificate of organization, we weren't a 501C3 school. When I completed the application (and its best to just take it one section at a time--no lawyer needed) they wrote a letter asking for us to add an adendum to our certif of organization to outline the dissolution of the oganization. I did that and then advised the new President to update the bylaws to include that wording.
I did ask the school's accountant for advice, but didn't need a lawyer. See if the school accountant will help you out.
I am still working on this incorporation/501(c)(3) project! I am chipping away as best I can. The NJ incorporation process for a lay person is a real maze and the state offices don't help since they don't want to be held responsible for giving wrong advice! They basically tell you to get legal counsel. Unfortunately our group has not been able to find a lawyer versed in this type of filing to help us pro bono. Thus.........
I have a question: The state's Articles of Incorporation require IRS approved language for Business purpose, Net Earnings not going to members etc., and Dissolution (IRS Publication 557- Sample Articles of Incorporation, Draft A, Paragraphs Third, Fifth, and Sixth). The wording of these paragraphs is very legalese. When writing the bylaws, do the articles of the bylaws need to be the same as the Articles of Incorporation or can they be worded more for the general membership to understand? Do the Articles of the Bylaws need to be "numbered" the same as the Articles of Incorporation?
I want to write the bylaws correctly (and I have the PTO Start Up Guide and have seen other bylaws on this site) so as to get everything in to the IRS properly so our application can be approved smoothly. Any help in answering my questions would be appreciated. Any additional information to shed light on how other groups who are Incorporated 501(c)(3)'s managed this whole process would REALLY be welcome. I am dong this without a lawyer, as mentioned, and it seems from assorted posts that others have accomplished their goal without a lawyer too, so I would be grateful to hear some stories on what issues you may have encountered and how you solved you issues to get IRS non profit approval. We are a relatively small group($15,000 gross receipts), but well above the $5000 IRS threshold for formalizing, so I don't know if the IRS is more understanding of us "Mom and Pop" shops in granting the non profit status. Thanks so much for your help.
