Starting a Nonprofit: Planning Stage

Step 5: Writing your nonprofit’s Articles of Incorporation

The founders of the organization should write its articles of incorporation. This document formally names the entity, its location, and its purpose. This document is the legal record of how the organization is to be managed. The Minnesota Nonprofit Corporation Act, Section 317A of the Minnesota Statutes, lists laws that govern Minnesota nonprofit corporations. It is important to remember when drafting the original articles of incorporation that parts of the Minnesota Nonprofit Corporation Act state the default laws that nonprofits must follow, unless their articles or bylaws state otherwise.

It is necessary to write and file the articles of incorporation prior to applying for tax-exempt status from the Internal Revenue Service. The IRS requires specific language to be used describing the charitable purpose of the organization, and the requirements it must follow for exemption. Please note the sample articles of incorporation provided by the Secretary of State’s Office do not include this information.

Step 6: Incorporate as a nonprofit organization

The main purpose of incorporating an organization is that of risk management. Filing articles of incorporation with the Minnesota Secretary of State’s Office provides a limited liability for the governing body of the organization. If directors act in a responsible and reasonable way, they can avoid personal liabilities to creditors of the organization. However, this does not include debts to the Internal Revenue Service for due payments or due to fraudulent activities.

Incorporating an organization also provides stability during personnel changes, eases future relationships with funders, contractors and employees, and provides the means to apply for tax-exempt status through the IRS. Once the articles are filed, the organization will receive a Certificate of Incorporation from the Minnesota Secretary of State’s Office. This certificate includes a charter number unique to that organization. The charter number is used only internally by the Secretary of State. To incorporate, send your organization’s Articles of Incorporation to the Minnesota Secretary of State. The filing fee is $90 for expedited service in-person and online filings, $70 if submitted by mail.

Step 8: Draft your organization’s bylaws

The bylaws serve as the rule book for the nonprofit. Section 317A of the Minnesota Statutes is the basis for Minnesota’s nonprofit law, and the organization’s bylaws should follow this law. There is substantial flexibility to writing the organizational bylaws to fit the uniqueness of an organization. They are flexible and relatively easy to amend as the organization changes and grows.

Bylaws are much easier to amend than the articles of incorporation and should be reviewed frequently. This document should be more detailed then the articles of incorporation and address the following organizational issues:

• Membership: Whether or not the organization will have members, who they are, how and when membership meetings will occur, what notice is required for meetings, requirements of a special meeting, quorum, and voting.
• Board of directors: The number of directors, election process, meetings, length of term, number of terms allowed, vacancies, removals, quorum, officers, and standing committees.
• Fiscal management: The fiscal year, committee and officer responsibilities, compensation of directors, reporting requirements, and dues.
• Amendments: How will amendments be made and approved.

A nonprofit’s bylaws need to be submitted to the IRS when filing Form 1023 for tax-exempt status. Bylaws do not need to be resubmitted every time they are amended, but the IRS can request a nonprofit’s bylaws at any time.

Step 9: Hold the first meeting of the board

The first official meeting should consist of the initial board members or incorporators. This gathering marks the official start to the organization.

At the first meeting of the board, the initial board members must approve the drafted bylaws and adopt its principles. The new organization will also vote on new board members and officers as it is called for in its bylaws. Once these activities are accomplished, the board should begin forming the mission and start the process of obtaining tax-exempt status.

Step 10: Consider any legal or insurance needs

While not a necessity, individuals starting a nonprofit may consult with an attorney for advice or technical assistance. Some of the reasons that may lend themselves to legal assistance in the startup phase and first couple of years are:

• Setting up employee benefits
• Setting up employment and HR policies/manuals
• Hiring of staff

There are many kinds of insurance, but it is important to insure your nonprofit based on your specific activities and needs. Find an insurance agent that is knowledgeable in the nonprofit industry to help make sure that your nonprofit has appropriate coverage. The only required insurance is workers comp, if you pay over $1,000 in payroll. Other types of insurance considerations may be:

• General liability can cover trip and fall type cases at your location and at your events.
• Property insurance can cover items, but only items owned by the nonprofit, not things that staff has in the office.
• Directors and Officers (D&O) can cover hiring & firing, fraud, and bad management.