Forming a Non-profit Corporation

From Interlock Rochester Wiki

Latest revision as of 18:08, 8 February 2012

Steps to Forming an NFP - In Progress/Articles of Incorporation sent to Dept of Ed for approval

Guide to forming a non-profit in NYS from NYS website: [1] http://www.dos.state.ny.us/corp/nfpguide.htm

Sample articles of organization with required 501(3)c inclusions: [2]http://www.irs.gov/charities/foundations/article/0,,id=141238,00.html

Being approved as an "educational" organization - Consent In Progress

To be recognized as a 501(3)c organization, we must include in our purpose that we are "charitable", "educational", or "scientific." Existing hackerspaces we have spoke to usually choose all three terms in their statement of purpose. In NY, if we want to include educational or scientific in our purpose, we need the consent of the Dept of Education, Office of Counsel. I have sent in our organizing documents (Certificate of Incorporation) to the Office of Counsel as of 12/6. I added the necessary disclaimers to receive consent. Until we receive consent, which should not be difficult but simply takes time, we cannot file the certificate of incorporation. Once we receive consent, I will re-file our Certificate of Incorporation. - (This is an area of non-profit law specific to NYS). http://www.counsel.nysed.gov/forms/ques.html#q1

Responsibilities of an NFP in New York State - Begin once Corporation is filed

(From the NY Division of Corporations website) The existence of the corporation begins upon the filing of the Certificate of Incorporation with the Department of State. After the corporate existence has begun, an organization meeting of the initial directors designated in the Certificate of Incorporation must be held for the purpose of adopting by-laws, electing directors and the transaction of any other business. (See Section 405 of the Not-for-Profit Corporation Law.)

The corporation is required to keep correct and complete books and records of account and must keep minutes of the proceedings of its members, board of directors and executive committee, if any. The corporation must also keep a record containing the names and addresses of all members, the number of capital certificates held by each member and the dates when they respectively became the owners of record thereof. (See Section 621 of the Not-for-Profit Corporation Law.)

In addition, a meeting of members must be held annually for the election of directors and the transaction of other business on a date fixed by or under the by-laws. (See Section 603 of the Not-for-Profit Corporation Law.)

Not-for-profit corporations formed for charitable purposes may be required to register with the Office of the Attorney General, Charities Bureau, Registration Section, 120 Broadway, New York, NY 10271. The telephone number is (212) 416-8415. The website address is www.oag.state.ny.us.[3]

Applying for Tax Exempt 501(3)c Status - Begin shortly after corporation is filed

Once we have filed the non-profit corporation, we can apply (within 15 months) for tax exempt status. the corp will be formed right away, but the tax exempt status will just take some time to put together all of the necessary paperwork and be approved. Other hackerspaces applying for tax exempt status are one of our best resources for obtaining 501(3)(c) status. If anyone knows of any hackerspaces who have been officially approved, it would benefit us to contact these hackerspaces and collaborate to some degree with the people who organized those documents.

- A PDF from the NY Lawyer's Alliance that explains, step by step, how to fill out FORM 1023 (our application for tax exempt status): http://www.lawyersalliance.org/pdfs/GO_Chap7_Insert.pdf

- More about applying for tax exempt status here (dumbed down): [4]http://www.irs.gov/pub/irs-pdf/p4220.pdf

- And here (very detailed and provides specific information regarding form 1023 inclusions) http://www.irs.gov/publications/p557/

Note: We can form the corporation and have up to 15 months to file for tax-exempt status. we do not have to wait to call ourselves tax-exempt, and as long as we get approved eventually, we can take donations and tell donors that our tax-exemption status is currently pending. any donations given would retroactively be tax exempt as long as we are approved.

Registering with the NY Attorney General - Look into immediately

As a tax-exempt organization, we would need to register with the NY Attorney General, Charities Bureau at http://www.charitiesnys.com/charities_new.html. I am not sure if we h ave to file that immediately if we are planning on being a 501(3)c, or if we wait until approval?