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Organizing Document For Unincorporated Association

20 years 6 months ago #56941 by Beagle-98
The IRS makes a distinction between by-laws and organizing document. Can anyone provide guidance on putting together this type of organizing document(articles of association, constitution, etc.--not by-laws)? In particular, I'm curious to see an example and if there is anything we should consider beyond the specific clauses required by the IRS. Also, is there a process for making the document official or does the board just approve and sign it?
20 years 6 months ago #56942 by JHB
The organizing document might be called the charter, the constitution, the articles of incorporation, or the articles of association. This document sets up the bare bones of what your organization is - things that are very unlikely to change. This might include: name, objectives, basic policies, dissolution clause, what comprises membership, who the officers are, very basic info about meetings, how amendments can be adopted. This should be very basic stuff that you probably can't imagine ever changing (although it's possible to do so).

The bylaws are the rules by which your organization operates. So, for example, the constitution might say this about meetings:

"The Executive Board shall transact official business of the organization at Executive Board meetings and at General Meetings as set."

While the Bylaws could go into a great deal more detail:

1. A general meeting of the organization will be held in by September 30th to approve the budget for the fiscal year.
2. Members present at a general meeting shall constitute a quorum.
3. A general meeting of the organization shall be held in May of each year for the purpose of reorganization for the coming year.

When I first started researching this about 3 years ago, the set was what I understood was the "right" way to go about it. Since then, I've discovered many PTO's have a composite document, generally just called the bylaws. When we were getting our 501(c)(3), the IRS quite firmly seemed to expect us to have an organizing document besides the bylaws (for us, our constitution), so I'm not sure how others with a combined document have gotten around that. Perhaps the IRS has gotten more lenient. I'd be interested in hearing from others about this.

I'll send you a copy of our constitution/bylaws.

Note - if anyone else wants a copy, please email me. I check this Forum from several different computers. I may not notice or be able to respond to a request embedded in this posting, but if you email me, I'll send you a copy.
20 years 5 months ago #56943 by JillVF

Could you please, please pass on your constitution to us too? I'm over my head in paperwork to file 501(c)3 and could use all the examples I can get.


Jill Van Fleet
This email address is being protected from spambots. You need JavaScript enabled to view it.
20 years 5 months ago #56944 by Chrystal70
For any of you who would like a copy of our groups articles of incorporation please email me at This email address is being protected from spambots. You need JavaScript enabled to view it. [img]smile.gif[/img]
8 years 1 month ago #167230 by DeniseT
I am just beginning to start this process for my home school group and it is very confusing. Any help or examples of your Constitution and Bylaws you could offer would be helpful. We are a small group and I am applying under the unincorporated association status. The email is This email address is being protected from spambots. You need JavaScript enabled to view it.

How do we complete the paperwork if our Board is re-elected every year? How do I limit the personal liability of the people who are willing to serve on the board?

8 years 3 weeks ago #167275 by mum24kids
If you go to the "File Exchange" section of this website, there are many examples of bylaws there you can use. And personal liability is limited by incorporating and, to a lesser degree, by buying liability insurance. Once the paperwork is done, it's done. Bylaws usually don't get changed on an annual basis, so the fact that your Board changes every year doesn't really matter.
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