Corporate Checkup

For good health, your nonprofit corporation needs a check-up from time to time, at least annually. If you want to calendar it, November 1 would probably be a good time. If you don’t do everything you should, you may run into serious consequences.

1. Do you need a Unanimous Written Consent of Directors/Trustees for Corporate Resolutions?

Corporate Resolutions by Unanimous Written Consent are a way to accomplish corporate purposes without the necessity of a meeting of the Board of Directors/Trustees as long as the directors/trustees are in unanimous agreement. A Corporate Resolution is convenient if some of the directors live far away from each other or are too busy to meet together (although they can meet by phone as long as each person can hear everyone else). If there is not unanimous agreement however, you must call a Special Meeting of Board of Directors/Trustees (see Bylaws for how to give legal notice) or wait until the next Annual Meeting of Board of Directors/Trustees.

(If we did not prepare your Bylaws, you may not use a Corporate Resolution by Unanimous Written Agreement of the Board of Directors/Trustees unless your Bylaws specifically permit this. If they do not, then you cannot accomplish this corporate purpose by unanimous written agreement of the directors/trustees.)

After all the directors have signed the Corporate Resolution, put it in the Minutes section of your corporate minute book or corporate file. The way we have prepared the document, directors/trustees can sign copies of the document and all the copies together constitute one original document.

We can prepare the legal document for you.

2. Has any director or officer resigned?

If any of your directors, trustees, or officers have resigned, you should put the letter(s) of resignation in the Minutes section of your corporate minute book or corporate file. You can replace a resigned director, trustee, or officer at the Annual Meeting of Board of Directors, at a Special Meeting of Board of Directors, or by Unanimous Written Consent of the remaining Directors/Trustees.

If you need a legal document for the resigning director, trustee, or officer to sign, we can prepare the document for you.

3. Have you set a time and date for your Annual Meeting of Board of Directors/Trustees?

If we prepared your Bylaws, they do not have a time and date stated for your Annual Meeting of Board of Directors/Trustees. We did this so you can change the time and date of your Annual Meeting of Board of Directors without amending your Bylaws. (You must notify the IRS when you amend your Bylaws.) It is a good idea to set the time and date for your Annual Meeting of Board of Directors. You may do so by Corporate Resolution.

(If we did not prepare your Bylaws, you may not use a Corporate Resolution by Unanimous Written Agreement of the Board of Directors/Trustees unless your Bylaws specifically permit this. If they do not, then you cannot accomplish this corporate purpose by unanimous written agreement of the directors/trustees.)

After all the directors have signed the Corporate Resolution, put it in the Minutes section of your corporate minute book or corporate file. The way we have prepared the document, directors/trustees can sign copies of the document and all the copies together constitute one original document.

We can prepare the legal document for you.

4. Do you need to change the location for holding your Annual Meeting of Board of Directors?

If we prepared your Bylaws, they state that the Annual Meeting of Board of Directors will be held at the principal office of the corporation. You may state a different location if you prefer by Corporate Resolution by Unanimous Written Consent, or by Corporate Resolution at an annual or special meeting of the directors/trustees.

(If we did not prepare your Bylaws, you may not use a Corporate Resolution by Unanimous Written Agreement of the Board of Directors/Trustees unless your Bylaws specifically permit this. If they do not, then you cannot accomplish this corporate purpose by unanimous written agreement of the directors/trustees.)

After all the directors have signed the Corporate Resolution, put it in the Minutes section of your corporate minute book or corporate file. The way we have prepared the document, directors/trustees can sign copies of the document and all the copies together constitute one original document.

We can prepare the legal document for you.

5. Do you need to establish or change the end of your annual accounting period?

Depending on when we prepared your Bylaws, they may or may not establish the end of your annual accounting period. (Check Section 11 of your Bylaws.) If we did not prepare your Bylaws, check and see if they provide for the end of your annual accounting period. It is a good idea to establish the end of your accounting period. You may do so by Corporate Resolution.

Without CPA advice, it is suggested that you not change the end of annual accounting period.

(If we did not prepare your Bylaws, you may not use a Corporate Resolution by Unanimous Written Agreement of the Board of Directors/Trustees unless your Bylaws specifically permit this. If they do not, then you cannot accomplish this corporate purpose by unanimous written agreement of the directors/trustees.)

After all the directors have signed the Corporate Resolution, put it in the Minutes section of your corporate minute book or corporate file. The way we have prepared the document, directors/trustees can sign copies of the document and all the copies together constitute one original document.

We can prepare the legal document for you.

6. Did you have your required Annual Meeting of Board of Directors this year?

If we prepared your Bylaws, you are required to have an Annual Meeting of Board of Directors and vote in directors/trustees and officers. (The way we prepare your Bylaws, the director/trustees and officers retain their positions until changed by Corporate Resolution or a vote at an annual or special meeting. This makes it easier than having to vote in the same directors/trustees and officers each year if you desire no changes.) Even if we did not prepare your Bylaws, most states require an Annual Meeting of Board of Directors. A quorum (a majority of directors if we prepared your Bylaws and in most states) must be present at the meeting. By the way, this is a meeting of your directors/trustees, not your officers. Officers are not required to have meetings. If we prepared your Bylaws, you can have the meeting by telephone conference as long as everyone at the meeting can hear each other.

You must have Minutes of the Annual Meeting of Board of Directors/Trustees. All directors/trustees should sign the Waiver of Notice and Consent to Holding of Annual Meeting of Board of Directors/Trustees to avoid a challenge to the legality of the meeting or any action taken at the meeting. The secretary should sign the Minutes of Annual Meeting of Board of Directors/Trustees and put them with the Waiver of Notice and Consent to Holding of Annual Meeting of Board of Directors/Trustees in the Minutes section of your corporate minute book or corporate file.

We can prepare the legal documents for you.

7. What to do if you failed to have an Annual Meeting of Board of Directors in any year?

If we incorporated you and provided your Bylaw sand Adoption of the Bylaws document, you do not need to have an Annual Meeting of Board of Directors/Trustees in your first year of existence. Otherwise, you may need an Annual Meeting of Board of Directors/Trustees in your first year.

In any event, after the first year, you must have an Annual Meeting of Board of Directors/Trustees each year. If you failed to have a meeting in any year of your existence, you should have your directors/trustees sign a Unanimous Written Consent of Directors re Failure to Have Annual Meeting of Board of Directors/Trustees. This doesn’t take the place of your Annual Meeting of Board of Directors/Trustees, but it shows a good faith effort to make amends. Do one for each year that you failed to have an Annual Meeting of Board of Directors/Trustees.

(If we did not prepare your Bylaws, you may not use a Corporate Resolution by Unanimous Written Agreement of the Board of Directors/Trustees unless your Bylaws specifically permit this. If they do not, then you cannot accomplish this corporate purpose by unanimous written agreement of the directors/trustees.)

After all the directors have signed the Corporate Resolution, put it in the Minutes section of your corporate minute book or corporate file. The way we have prepared the document, directors/trustees can sign copies of the document and all the copies together constitute one original document.

We can prepare the legal document for you.

8. Did you have a Special Meeting of Board of Directors?

Sometimes it is necessary to conduct a corporate business meeting between Annual Meetings of Board of Directors/Trustees. In such a case, it is necessary to give proper legal notice in order that its legality cannot be challenged. A quorum (a majority of directors if we prepared your Bylaws and in most states) must be present at the meeting. If we prepared your Bylaws, the requirements for giving proper, legal notice are found therein. If we did not prepare your Bylaws, you should follow the notice requirements of your own Bylaws. If we prepared your Bylaws, you can have the meeting by telephone conference as long as everybody at the meeting can hear each other.

You must have Minutes of the Special Meeting of Board of Directors/Trustees. All directors/trustees should sign the Waiver of Notice and Consent to Holding of Special Meeting of Board of Directors/Trustees to avoid a challenge to the legality of the meeting or any action taken at the meeting. The secretary should sign the Minutes of Special Meeting of Board of Directors/Trustees and put them with the Waiver of Notice and Consent to Holding of Annual Meeting of Board of Directors/Trustees in the Minutes section of your corporate minute book or corporate file.

We can prepare the legal documents for you.

9. Are you current with state and local requirements?

Most states require an annual or bi-annual filing with the Secretary of State or the appropriate state office. Some states require a filing if you do fund-raising.

QUICK REFERENCE: It is advisable to keep in your corporate minute book or corporate file a list of your state and local requirements for quick reference. If you are not sure what these requirements are, contact your Secretary of State (may be a different entity in your state) and your County Clerk to make sure you are meeting all requirements. They are usually not burdensome and need to be taken care of. (In California, you should also contact the Franchise Tax Board and the Registry of Charitable Trusts for what their requirements are.)

Be certain all government agencies on the state and local level have your current address.

10. Are you current with the IRS?

Be certain that you keep the IRS informed of any changes in:

Your address
Your corporate name
Your Articles of Incorporation
Your Bylaws

You may use Form 8822-B available at http://www.irs.gov/. A director or officer of the corporation may call in address changes to 877-829-5500 (8:30 a.m. – 5:30 p.m. EST/EDT). Changes in corporate name or amendments to Articles of Incorporation or Bylaws may be faxed to 513-263-38+56 or mailed to:

Internal Revenue Service
TE/GE Division
Attn: Rm. 4010 Customer Service
PO Box 2508
Cincinnati, OH 45201.

File tax returns: If your income exceeds $50,000 from all sources, you must file the form 990 (or 990-EZ or 990-PF). If under $50,000, file 990-N unless you are a private foundation). (Churches do not need to file.) Failure to file for three consecutive years will result in your 501c3 status being revoked with resulting negative consequences, especially for your donors as during the time that your status is revoked, you do not have tax-exempt status, and donations that came in during this period are not tax-deductible. We can get your 501c3 status reinstated in most instances, but it is an involved and expensive process, and at times your donors cannot recover the tax-deductibility of their donations (depending on the retroactivity of your reinstatement).

11. Are you in compliance with any fundraising requirements of your state?

Many states are requiring registration before fundraising. Check with your Attorney General’s office to see what may be required (religious fundraising is exempted in most states, but you need to make sure for your particular state).

Other Services We Can Provide for You

  • Register your nonprofit in another state ($1595 plus filing fee and Corporate Resolution)*
  • Corporate Name change ($1295 plus filing fee)*
  • Amend Articles ($1295 plus filing fee)*
  • Amend Bylaws including Adoption of Amendment by Directors/Trustees, Certificate of Secretary re Adoption of Amendment by Secretary, and Cover Letter for IRS ($1595)
  • Corporate Resolution (Unanimous Written Consent of Directors/Trustees) to register your nonprofit in another state, change the name of your corporation, amend your articles or bylaws, change your directors and/or officers, etc. (cost varies depending on how many changes and complexity). Starts at about $325 and goes up depending on complexity. If we did not prepare your Bylaws, be certain that your Bylaws permit this, and add $50 for any Corporate Resolution.
  • Change Directors and/or Officers ($50 per database change).
  • Unanimous Written Consent of Directors to change Directors and/or Officers ($275 + $50 for database change + $50 per person into or out of the database)
  • Waiver of Notice and Consent to Holding of Annual Meeting of Board of Board of Directors/Trustees and Minutes of Annual Meeting of Board of Directors/Trustees ($325)
  • Waiver of Notice and Consent to Holding of Special Meeting of Board of Directors/Trustees and Minutes of Special Meeting of Board of Directors/Trustees ($325)
  • Resignation of Director or Officer ($225)
  • Unanimous Written Consent of Directors to Set Time and Date  of Annual Meeting of Board of Directors ($275)
  • Unanimous Written Consent of Directors to Change Location of Annual Meeting of Board of Directors ($275)
  • Unanimous Written Consent of Directors to Establish End of Annual Accounting Period — Without CPA advice, it is suggested that you not change the end of annual accounting period. ($275)
  • Unanimous Written Consent of Directors re Failure to have Annual Meeting of Board of Directors ($275)
  • Trademarks ($1295 plus filing fee)
  • Consultation: Forty minutes with attorney David G Marmon is usually enough time to help you. $400
  • We can also help you with charitable solicitation registration and state compliance. Extra charges apply.

 

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