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Articles of Incorporation vs Constitution

8 years 6 months ago #168593 by Emilie
Thank you so Much!!
8 years 7 months ago - 8 years 7 months ago #168574 by mum24kids
If you buy the PTOToday StartUp Toolkit, it is very helpful. However, to answer your question about the Articles of Incorporation (AoI)--no, it's not 30 pages. It's two, almost everywhere. But the rules for the AoI are governed by each state--maybe by the Secretary of State, or the state corporations office, etc., and the language tends to be very specific by state. For California, go here and the document you find seems to lay everything out pretty well.
8 years 7 months ago #168572 by Emilie
Our pto is currently in the process of trying to get our 501 c 3. We know we have to submit articles of association, which to my knowledge are different than our bylaws. Do you know if there is a form we can just follow? Is it really like 30 pages long that we were told? We are in California. I am the president of our group, and our vp is supposed to be following through with this, but I can't seem to get any status updates on it. So I'm trying to research myself. But legal jargon does not process through this brain of mine :( . I'm just looking for some help. I really thought there would be a specific topic on this site that applies to articles of association, especially since they are so important in the process of obtaining NPO.

Any help would be really appreciated!

21 years 4 months ago #57243 by jepto
We incorporated (and just received our certificate) and we made sure that our articles of incorporation (which was a form provided by the state) and our bylaws related (didn't contradict one another). We incorporated to protect the officers against any liability. It was very easy to do and wasn't that expensive. We don't have (and never did have) a Constitution. We also made sure that our articles of incorporation and bylaws didn't say anything that would stop our PTO from being eligible for 501(c)(3) which I'm in the midst of filling out the form. By the way...the NPN information sent out a few months back really helped. I'm hoping for an easy approval of 501(c)(3). [img]tongue.gif[/img]
21 years 4 months ago #57242 by LUVMYKIDS
Just something you might want to check on: when I called the non-profit help line to ask a question about our 501-c-3 application she asked if we were incorporating. I said no and she told me that we should make sure that we don't intend to in the future because it would require us to reapply for our non-profit status and pay another $500. We decided we would probably never feel the need to do that and proceeded with our constitution and by-laws. Just curious--why are you incorporating?

Hey Rocky, watch me pull a rabbit out of my hat.
21 years 4 months ago #57241 by JHB
I think we all agree that a PTO/PTA needs a formal organizing instrument that defines its purpose, its name, its basic foundation, etc. This document might be called the "Constitution", "Charter", "Articles of Association", "Articles of Incorporation". In our case, we have a set of constitution and bylaws which were adopted 3 years ago, are very comprehensive, and serve our needs well.

We never got around to incorporating as a non-profit and are now doing that. It's simple enough, file Article of Incorporation with the state and include a $25 check. I guess I just assumed that we would edit our Constitution to include anything required by the state, rename it as the "Articles of Incorporation" and that would become our organizing instrument (still also having the bylaws that accompany our constitution.)

I'm in the process of filing the paperwork. In Texas they provide a sample one page form if someone wants to just fill it out for the articles of incorporation. ( )

After looking at what's required,I'm not sure I want to combine that information into our constitution. Most of it is pretty minor (like we must state that we are an incorporated entity). But we must also include the name and address of the person designated as our "agent" in the Articles, and we need to file an update if it changes.

I just can't see loading our main document (i.e. constitution) with info that changes yearly and thus requires an amendment at a general meeting. The constitution is supposed to be stuff highly unlikely to change.

One person at the Secretary of State's Office told me some orgs like ours file an Article of Association with them for the purpose of incorporating, but still maintain a Constitution and Bylaws under which they operate. (But then again, they aren't supposed to answer questions about the Articles as it might be construed as legal advice.)

Does anyone have insight into this? Can you have both (Articles of Incorporation AND Constitution)? Does one need to reference the other? Those of you who have incorporated - did you replace your organizing document or just treat this as a separate form to be filed?

Any info is appreciated.

[ 12-17-2002: Message edited by: JHB ]</p>
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