Launching a new PTO and bylaws can be a chicken-and-egg kind of qustion. (Which came first?)
Your bylaws are the rules by which you operate. They define your core business and decision-making process. Yes, of course, the membership should have input. Frankly, a lot of the terms are dry and boring and I could see an organization wanting to grab a generic set from an "authoritative" source and be done with it.
But there are decisions that should be made by the group. Some that come to mind:
If a mission, objectives are included - definitely those
Composition of the Executive Board
Definitition of membership
Dues structure
Term limits
Eligibility to be an officer
I'd be a lot happier if your group had been involved in a dicussion about some of these key variables, then those decisions were taken to incorporate for whomever is writing the bylaws.
Regardless, if you group exists or some semblance of membership exists, you should be voting in these new bylaws for acceptance.
Thank you all for your thoughts and input. The idea of giving the PTO membership input on an official basis is very new here and asking seems to cause trouble. I didn't think asking for the PTO membership to vote on our Bylaws would cause trouble. Hopefully it will open up discussion.
But the question was if an organization filing for 501(c)(3) status had to give the IRS bylaws. Usually they do provide those, but it's not required if they don't already have them created. Some organizations may be filing early while bylaws are still being drafted/approved. That doesn't prevent you from filing.
I didn't intend to convey that an organization could pick and choose ANY organizing document. It uses the one that fits its organizational structure. So yes, if an organization is incorporated it commonly has "Articles of Incorporation". (However here in Texas, that document is called "Certificate of Formation" if created after 2006.)
If an organization isn't incorporated and is using its bylaws as a hybrid document AND if the bylaws have the language required by the IRS, then they bylaws could serve as the organizing instrument.
JHB - if the group is incorporated, then it needs the articles; by-laws can't serve as the organizing document. And generally, one wants to be incorporated for insurance reasons if nothing else. But I think this is tangential; the question was the other way around, does a PTO need to have by-laws? I guess it doesn't, and I suppose you could submit a Form 1023 without them (maybe noting that you run under Robert's Rules?).
However, the IRS wants to be notified of any changes to your by-laws, so if you approved some at a later date, you would need to communicate this to the IRS. Are the same people working on the by-laws as the Form 1023 (501c3 application)? If not, they *need* to have good communication; one's by-laws can contain clauses that make one ineligible to become a 501c3.
With application form, you need to submit your "organizing documents". This could be a charter, constitution, article of incorporation, or articles of organization. If the organization has bylaws a copy should be included.
However an important note is that many organizations don't have a separate item to serve as the "organizing document". They use the bylaws for this. In that case - if the bylaws are properly structured - the bylaws can be used as the organizing document. Per the IRS:
Bylaws may be considered an organizing document only if are properly structured (includes name, purpose, signatures, and form an organization).
IRS Definitions
Organizing Document - the organizing document depends on the form of the organization. For a corporation, the document is the articles of incorporation. For a limited liability company (LLC), the document is the articles of organization. For an unincorporated association, the document is the articles of association or constitution. The organizing document of a trust is the trust agreement
Bylaws - the internal rules and regulations of an organization.
Our PTO has been in existence for 3 years and the Pres cannot provide me with a copy of the Bylaws. We are working on our 501(c)(3) status and I have been told a lawyer and a CPA are writing our Bylaws. The PTO board was told today that we would be submitting by the first of the year but then we would just have to write new Bylaws. Of course this is all being done without input from the PTO. Don't most groups submit Bylaws to the IRS that they plan to function under?
I need advice fast! Thanks!
