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  • Confusion on Bylaws

    We are currently operating under some, admittedly, vague bylaws. I need someone to look at three pages of bylaws (all there are) and give an opinion of whether (1) the officers have to be members of the corporation at the time of their election (or can they be elected and join later at the time they take up the office; the bylaws do not seem to require them to actually be members at the time of their election, but this strikes some as odd) and (2) does only having an "Executive Committee" invalidate the bylaws (bylaws written in 1991; in 2011 we understand, only now, that the state of CT changed its laws to require a "Board of Directors" which we do not now have), and (3) does that create such an emergency that we must immediately change our bylaws at a special meeting, thereby clearly violating a provision in the bylaws that state they can only be amended at our annual meeting (which is normally in October).

  • #2
    Re: Confusion on Bylaws

    I wish to inform you that generally if by laws do not require a person to be member at the time of electon then person can join after getting elected. As regards executive council or board if your corporation is not for profit then under Sec. 33-1081 the directors and board of directors may be designated by such other names as may be provided in the certificate of incorporation or bylaws and hence your executive council may act like board of directors and at annual general meeting however you may take steps to name it as board of directors.

    AFF

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    • #3
      Re: Confusion on Bylaws

      If its a small nonprofit with less than 10,000 dollar budget do we even HAVE to have by-laws?
      We do things by consensus and informally.

      Comment


      • #4
        Re: Confusion on Bylaws

        Originally posted by jake58
        If its a small nonprofit with less than 10,000 dollar budget do we even HAVE to have by-laws?
        We do things by consensus and informally.
        Section 33-1030 - Bylaws. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
        (b) The bylaws of a corporation may contain any provision for managing and regulating the affairs of the corporation that is not inconsistent with law or the certificate of incorporation.

        So, yes, you have to have by-laws.

        But if doing things by consensus and informally works for you, I wouldn't sweat it. At least until somebody raises an issue that results in litigation.

        Informal is OK until there is a problem, then informal is not OK.

        Familiarize yourself with the statutes.

        Chapter 602 - Nonstock Corporations :: 2014 Connecticut General Statutes :: US Codes and Statutes :: US Law :: Justia

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        • #5
          Re: Confusion on Bylaws

          http://www.legaljunkies.com/showthread.php?t=82985

          The conversation above may also be of interest for you. It's easy to review, short.

          Comment


          • #6
            Re: Confusion on Bylaws

            Thanks to all of you!
            Very helpful!

            Comment


            • #7
              Re: Confusion on Bylaws

              Originally posted by Wenton View Post
              http://www.legaljunkies.com/showthread.php?t=82985

              The conversation above may also be of interest for you. It's easy to review, short.


              So as I understand it all here a local touch football nonprofit that we formed, with 2000 dollar budget does NOT need to register right away if ever...

              Is that right?

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              • #8
                Re: Confusion on Bylaws

                You do not have to file and get approval to operate the tax exempt that size, that is correct.

                But you are still subject to possible audit of course.

                Comment


                • #9
                  Re: Confusion on Bylaws

                  And the simple 990-N postcard may still need to be filed.

                  See the link in the posts above and discussion.

                  Comment


                  • #10
                    Re: Confusion on Bylaws

                    Click on the link in post 5 above and read through that material as well.
                    It explains fairly well, briefly, why you need not file anything except possibly the postcard, if your budget is that small and you just formed.

                    But you indeed still will be a legitimate nonprofit.

                    Comment


                    • #11
                      Re: Confusion on Bylaws

                      If the IRS audits a small nonprofit, who has to do the audit?

                      The president of the nonprofit or accountant, or all officers?
                      Who is actually responsible for say a small neighborhood nonprofit for softball leagues.

                      Comment


                      • #12
                        Re: Confusion on Bylaws

                        The person who does the accounting and the director should be there. The director can just be "available". The idea is that the league must prove compliance so just as the adults volunteer their time elsewhere, they should try to be generously available to answer any questions on expenditures they made.
                        Due to a recent promotion, I should now be referred to as Major Obvious.

                        I would not be trying to provide information and knowledge if I did not sympathize.

                        Some days it is just not worth chewing through the restraints to face life.

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                        • #13
                          Re: Confusion on Bylaws

                          The association can select whomever they wish to deal with any IRS audit, should one occur.

                          There is no one required person that must handle it.

                          Comment


                          • #14
                            Re: Confusion on Bylaws

                            if any n.g.o. is registerd under bombay public trust act 1950, and allready opration area is mension in bylaws , trust shall be the frist instance in the state of maharashtra and thereafter in the state or states under the indian territory.
                            can organise vaccination camps at resonable ratesat diffrent states of india with the healp of local qualified doctors?

                            Comment


                            • #15
                              Re: Confusion on Bylaws

                              Yes the entity can exist outside its first state of activity, and can operate in other states, as long as the entity is also in compliance with any and all applicable state laws in each state as well.
                              We have done it ourselves.

                              Comment

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