We are just beginning this process and I'm just starting my research, so sorry if these are redundant questions.

We have Articles of Organization that prohibit incorporating. I wanted to research why this would be included. Is that a standard clause in most Articles of Organization? Was it written in originally because they were going by other examples of what the Articles of Organization should look like? Or did they have a specific, good reason to have that there?

Am I correct in thinking that we'll have to formally dissolve in accordance with our Articles of Organization in order to incorporate and become a new organization? We had a tax-exempt number, but it was dropped because the past boards didn't keep up with what was required--not intentionally, they just didn't know. We want to reapply and do it correctly and set the procedures for filing every year, etc., but ran into our first snafu with this prohibition on incorporating.

REAL mom--sounds like you already knew this inside, but I would run, run, run from what they're proposing. We are strong supporters of our wonderful administration and our stellar central office and school board. But things can change. You just never know who will be in those positions of power in the future.

Incorporation is pretty much a separate step as Critter described. You file for your federal 501(c)(3) or state sales tax exemption with supporting documents. Those documents might be articles of incorporation if you are incorporated. But they might also be articles of organizations, charter, constitution, etc.

In CA we first send Article of Incorporation to Sec State, then Articles (signed by Sec state) of Incorporation, Bylaws and IRS form 1023 to IRS (plus $165 or $500- depending on estimated budget total), EIN (SS-4) then were a an Incorporated 501(c)3

Benefits of Incorp- If a group is sued the indiv founders/ members/ officers ]i]May[/i] be held liable. This liability ]i]May[/i] be reduced through incorporation and insurance

hoopy, I can only speak for our state, Michigan, but we had to specifically apply for state incorporation as a separate (and first) step from applying for federal tax exemption. Maybe if we had skipped the state incorporation application, and just did the 501c3, then maybe the state would automatically consider us incorporated, but that's not the way we understood the process.

Most states will not grant tax exempt status unless your application is filed with Articles of Incorporation and a copy of your Bylaws and a list of current officers.

If you are a 501(c)(3) organization and have recieved tax exempt status from your state also - then you are incorporated and would be listed as such in your state records of corporations under non-profit and/or tax exempt.

Thanks for the site, REAL Mom. I will have to go through it in more depth, but I am still a little confused on the incorporation question.

We are a 501c3 approved org with our own EIN. We have also filed with our state and are a recognized "Public Charity" (basically, a non-profit).

I am not sure if them means we are formally "incorporated" or not. PTOLaw.com seemed to imply we are, but that doesn't square with Critter's comment about a $20 annual fee, unless the $35 fee when we file state forms is the same thing.

(Sigh) Looks like I have some more research to do....