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501c3 by laws adoption date

11 years 8 months ago #161081 by mum24kids
Your corporation doesn't technically exist until the state signs off on your Articles of Incorporation, so it is kind of weird to approve bylaws ahead of that time. While the bylaws don't have to be signed and dated, they are typically voted on and approved and so noted in the minutes. How do you have minutes of a corporation that doesn't exist yet?

Assuming you had a single person incorporate, here's what I would suggest to make the paperwork clean (and not make you have to have another meeting).

Have the sole incorporator execute a "written action of the sole incorporator" where he/she names the officers and puts the bylaws into place. That will be your first official action as a new corporation.

Then do one of the following:
1) In the fall, when you have a meeting, make a motion to ratify the actions of the sole incorporator. That will go into your minutes and will make your officer elections and bylaws official. Or...
2) Execute a "unanimous written consent of the Board of Directors" where you ratify the actions of the sole incorporator. You can pretty much do that whenever you want to. That written consent goes into your minutes book.

If you have a parent who is a corporate lawyer, they can go into more detail and draft some documents for you pretty easily, just to make sure there isn't something weird in your state law that you might run up against. I'll find copies from when we did something similar and post them in the file exchange in the next day or two.
11 years 8 months ago #161042 by Craig
I don't believe the bylaws legally need to be signed -- it's more a formality. That may differ from state to state, but there's no reason that it should hold up your 501c3 filing. You're incorporated at the time your articles of incorporation are approved by the state.

Good luck -- I hope this process goes smoothly for you!


Editor in Chief
11 years 8 months ago #161040 by kvgksg
We are in the process of converting from a PTA to a PTO. We voted on our new bylaws at our last board meeting of the school year (May 2012). We have not received our certified Articles of Incorporation yet. I've read some things that say the bylaws and Conflict of Interest statement should be dated/signed after the AOI is received. Is that necessary? If so, that would mean we would have to wait until school is back in session to move forward with filing? We were hoping to have our 501c3 status by the beginning of the school year.
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