Your articles of incorporation are your constitution. Typically they are similar to bylaws but not as detailed. Regarding your bylaws question, we're double-checking but my immediate take is that you should include both dates on the bylaws, just send a current version (you don't need to highlight the revisions), and I'm pretty sure just the president/presiding officer needs to sign them. I'll post again later with confirming information. By the way, despite its reputation the IRS is quite helpful when you call with questions. The help line for nonprofits is (877) 829-5500.
- Craig
Links in this post:
Where can I find a sample of the articles of incorporation?? I have a certificate we received from our state and that is all I was going to send to the IRS. But now I am confused.
I have heard the IRS is very helpful but have tried 3 times to call and each time I was told my waiting time is 30-45 minutes.
- brookwoodpto
Links in this post:
I ran your question by Christy Forhan, who wrote the question-by-question guide to form 1023 for our PTO Startup Toolkit and has worked on a number of 501c3 applications. Here's here answer -- AOI refers to articles of incorporation:
(1) The format for AOI is set by your state since incorporation is a state function, not a federal or IRS function. Just make a copy of whatever document(s) you received from the state indicating your group's incorporation. In your case, that would be the 2 page form and certificate.
(2) Constitution is another form of "Organizing Document," essentially equivalent to the AOI for an incorporated entity (another name for this document is "Articles of Association" for non-incorporated groups). Your group is submitting its AOI, so you don't need to create a Constitution, in fact it would probably be redundant to the AOI.
The organizing document, whatever you call it, is the document that announces your group's existence. It lays down the very most basic, but broad, definition your group's mission, operation, and list its founders. Typically, the organizing document does not change during the life of the organization. In contrast, bylaws are your day-to-day rules of operation.
Bylaws set specific rules, policy, and constraints for your group. Bylaws should evolve as your group evolves, through a formal amendment process as defined in the bylaws themselves. The IRS wants both your organizing document and your current bylaws because the 2 documents serve 2 different functions.
According to "The Top Ten Reasons for Delays in Processing Exempt Organization Applications (IRS, 2005), the organizing document (AOI) must be signed by at least two officers of the organization, must show the group's legal name, its purpose, and the date of adoption. This is probably already a part of your state's AOI format. Bylaws must have been formally adopted by the group for them to be considered valid in the IRS's eyes. Don't send a draft or work-in-process copy, only the final/current version your group has properly adopted.
I am not aware of any requirement from the IRS that stipulates approval signatures must be on a separate page. For your group's own benefit and historical record, it is useful to have a history of bylaw revision dates at the end of your current version. However, there is no need to include a summary or any other text indicating what was changed in each revision. That level of detail can and should be kept in your group's permanent files, but do not clutter up your current version of the Bylaws with out-dated information. I am not aware of any specific requirements from the IRS that the bylaws (as opposed to the Organizing Document) needs to be actually signed.
As is the case with all specific questions about the Form 1023 application, CALL the IRS help line at 1-877-829-5500 for the final word. And if you're really concerned about a specific issue affecting the acceptability of your 501c3 application, call the IRS more than once with the same question. Different IRS reps have different level of expertise and ways of explaining the requirements. I found it helpful on very specific or unique questions, to have the input from more than one rep.
- Craig
Links in this post:
PTO Startup Toolkit: https://www.ptotoday.com/startup-guide