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Organizing Document - Constitution

18 years 7 months ago #58869 by Indiana Cindy
Organizing Document - Constitution was created by Indiana Cindy
Our PTO has been in existence informally for several decades. We're in the process of writing bylaws and filing tax-exempt forms. We'd like to see samples of other PTO constitutions/organizing documents. We've been able to find lots of bylaws but no sample constitutions. Help!!!
18 years 7 months ago #58870 by JHB
Keep in mind that if you plan to incorporate, your organizing instrument will be the Articles of Incorporation instead of the constitution.

This is rather like the car title versus the user manual. The manual (e.g., bylaws) is the routine document to which most people refer. They can usually find it pretty easily. The title (e.g., organizing instrument) is often forgotten except when needed for specific situations.

The Articles of Incorporation are usually a bare bones template provided by your state. For instance for Texas, it includes:

Article 1—Corporate Name
Article 2—Registered Agent and Registered Office
Article 3—Management
Article 4—Organizational Structure
Article 5-Duration (Perpetual)
Article 6—Purpose
**Be sure to include an IRS-approved dissolution clause and any other IRS needed info as it will save you time later.

If you plan to incorporate, you want to do that first before filing for the 501(c)(3) as you'd have to refile (and pay the $500 again) if you do it in the wrong order.

So, I'd suggest you either start with incorporation or - if for some reason you aren't doing that - make your constitution/charter/articles of organization pretty lean to parallel an Articles of Incorporation. Put all the "meat" in the bylaws. Then if you do incorporate later, it will be an easier transition.

Note - we are not incorporated (because we already did our 501c3 and don't want to re-file), and we do have a robust constitution as well as bylaws. Email me if you want to see it.
18 years 6 months ago #58871 by pamlilly
Replied by pamlilly on topic RE: Organizing Document - Constitution
I'm new to the discussion forum so please be patient with me. I'm a new president of our PTO and we are a very small school. There are only 124 students. We are wanting to make some bylaws since there aren't any. Could you please e-mail me a copy of your constitution and bylaws so I may look at them. Thanks!
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18 years 6 months ago #58872 by lurking in texas
Replied by lurking in texas on topic RE: Organizing Document - Constitution
I too am a new president of an existing, informal PTO. I want to take the group to 501(c)(3) land. JHB - love your posts, and since you too are from Texas, perhaps you shed a little light - would you have rather had your group incorporated? Is there any advantages to incorporating or is non-profit status good enough?

18 years 6 months ago #58873 by JHB
Definitely, incorporation would be preferred. Unfortunately, it wasn't commonly known (among us on the Forum) when we did it that the order mattered.

I talked a lot to the IRS during that process, and multiple times I mentioned our plan to get our 501(c)(3) and then incorporate. As helpful as they were, no one ever warned me that we'd have to do the 501(c)(3) AGAIN if we incorporated later. Once you've done the paperwork once - that part would only be a minor hassle, but paying the $500 again isn't something we are prepared to do. So we've skipped that idea.

Incorporating is a pretty easy/inexpensive process (in Texas) and it changes your group from a collection of individuals to a legal entity in itself. This can be an important distinction legally and provides some protection for the Board members and officers. (It's easier for someone to go after the personal assets of the officers if the PTO is sued and you aren't incorporated.)

Yes - I would highly recommend getting incorporated.

Note: you will have to declare someone your "agent" and keep that information accurate. There's a small fee ($10-$15) to update this. For that reason, we had planned to designate the principal (who will likely be at the school for years) rather than an officer, who changes each year.

[ 09-12-2004, 10:05 PM: Message edited by: JHB ]
18 years 6 months ago #58874 by lurking in texas
Replied by lurking in texas on topic RE: Organizing Document - Constitution
good info - thanks! We hope to get the ball rolling within the next two weeks.

thanks again!
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