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Questions and Professional Answers

Questions and Professional Answers

  • Nonprofit Corporations member vs nonmember accessability

    Religious Nonprofit Corporation : can nonmembers gain access to the corporate financials, minutes or any other info. about the corporation under any law on the books. If so what would the process be for them to gain that info. For members who want information about the corporate financials, minutes, what are some proper procedures to put in place if Constitution & Bylaws don't address it.
    • Re: Nonprofit Corporations member vs nonmember accessability

      By law, members in good standing of a not-for-profit corp have a right to examine the books of the corp at any time during normal business hours by prior request.

      Charles Aspinwall
      Charles S. Aspinwall, J.D., LLC
      PO Bx 984
      Los Lunas, NM 87031-0984
  • homeowners bylaws

    We have a neighborhood that has (not a real association and dues are not manditory.) We have old bylaws. Are we allowed to enforce the bylaws that were made up when this neighborhood was built? Some people never recieved bylaws when moving in--I know I did not. Can we amend the bylaws?
    • Re: homeowners bylaws

      You need to consult a real estate attorney. Everything depends on the various facts. You must mean covenants and not bylaws. Bylaws are the rules of corporations.

      Harold Holcombe
      Harold D. Holcombe, Attorney At Law
      Nine Lumpkin Street, Suite 100
      Lawrenceville, GA 30045
  • Validity of Bylaws

    My question is the validity of unsigned, undated bylaws for a non profit corporation. These same bylaws have also subsequently amended with no date or signature. How binding are these bylaws?
    • Re: Validity of Bylaws

      These bylaws are not going to be valid unless there are signatures by the authorized board members. However, are you sure that there is not a signed set out there? The set you have may have been an older version that was never signed?

      Richard West
      The Law Office of Richard A. West, LLC
      30 Columbia Turnpike-PO Box 941
      Florham Park, NJ 07932
  • Reorganizing a nonprofit

    When reorganizing a nonprofit from DC to California, is there a special procedure, or instead, do you have to dissolve the DC nonprofit and reform in California? If this is the case, one would want to form in California before dissolving, as to not have any gap in formation, right? Any help or direction you could provide on this would be great. Thanks
    • Re: Reorganizing a nonprofit

      You could simply have the old entity recognized in CA, not a problem, but that requires you keep the old one open, or you could open a new one here and close the old. Unless you want to have ongoing paperwork for two, it makes sense to form a new one here and close the other. Feel free to contact me if serious about getting legal help.

      Terry A. Nelson
      Nelson & Lawless
      2134 Main St., #130
      Huntington Beach, CA 92648
  • amending bylaws if you CANNOT achieve a majority?

    HYPO: A church wants to provide housing to the indigent, so they partnery w/ an existing housing org. and form a nonprofit corp. Conflict ensues and church terminates housing org. However, housing org's name remains in the bylaws, in the charter, and they have members on the board. Church wants to amend documents to remove the housing org's name, but will never be able to achieve necessary majority since they sit on the board. Any suggestions or existing caselaw??
    • Re: amending bylaws if you CANNOT achieve a majority?

      There is a disconnect in your pattern. You state church terminates housing org. and then wants to change documents. Do you mean they terminated relationship? Do I assume non-profit has housing org's name in it as well as church? Best idea may be to terminate non-profit and start over. Other choice negotiate disentanglement.

      Randy Fisher
      Fisher Law Office
      124 South Street
      Annapolis, MD 21401
    • Re: amending bylaws if you CANNOT achieve a majority?

      The word partnership can be tricky because in general it applies to a for-profit venture. Your fact pattern, however, sounds like a new organization was created where the housing group's name was used and both the church and older housing group own the new entity with board members of the new organization being provided by the older housing organization and the church. The church wishes to basically take over the shares of the new organization and remove all memories of that organization. The most direct and less messy way to discontinue this union is to totally dissolve the organization. When that happens, no more name problems or board problems.

      Alton Drew
      Alton Drew, LLC
      500 C Heather Ridge Drive
      Frederick, MD 21702
  • nonprofits

    in order to solicit members through its website, must a nonprofit organization qualify as a nonprofit in every state?
    • Re: nonprofits

      In order for contributions to be tax-deductible, you need to be recognized by the I.R.S. as a 501(c)(3) non-profit entity. Otherwise you are considered to be a profit-making entity.The fact that you are organized as a non-profit Texas corporation means that you may avoid paying Texas franchise taxes.Anyone can solicit contributions, just so long as the solicitation isn't fraudulent. You could have a website called I.M.Broke.Com that says, "Please send money. All contributions gratefully accepted. Thank you." The money you receive has to be declared as income.

      Peter Bradie
      Bradie, Bradie & Bradie
      6606 FM 1488, Suite 148-363
      Magnolia, TX 77354-2544
  • Neighborhood giving out bad bylaws?

    At the annual meeting for our neighborhood association our bylaws and regulations were brought up. Through discussion of the bylaws; which have been updated and revised periodically through to about 1997, it was made known by Board Members and office personnel that the bylaw updates were invalid. Invalid because they had not been registered with the County in which we preside. This being known now and having bought our home about 3 years ago, do we have any legal recourse for this? Because we can pull out of a contract within 3 days of reviewing a neighborhoods bylaws but now we know that these bylaws were never even legal to begin with. Any help would be greatly appreciated as we are very concerned with this nonchalant regard for the law.
    • Re: Neighborhood giving out bad bylaws?

      So, exactly how were you damaged by all these "bad bylaws"? The fact that they were not formally registered with the county sounds like aa mere waivable technicality.

      Michael E. Hendrickson
      Attorney & Counsellor at Law
      211 North Union Street Suite 100
      Alexandria, VA 22314
  • new corporation & the IRS

    I'm registering a new corporation and have some related questions: - Will I need to apply for an FEI whether or not the corporation is nonprofit? What IS ''nonprofit '' mean for a corporation? If the corporation is FOR-profit am I required to pay federal taxes even if I made no money? (considering if my business does not do as well as expected). Do nonprofit corporations pay taxes on the money used to pay for office supplies and to pay the employees? What if my expenses exceed my profits or donations?
    • Re: new corporation & the IRS

      Being a "non-profit" corporation under Florida law means that no part of the income or profits is distributable to the corporation's members, directors of officers. This is a Florida designation and only applies to taxes that Florida imposes. It has no relation to Federal Income tax law. To be exempt from federal income taxes the corporation must file an application and meet the requirements under Internal Revenue Code section 501(c) or (d). Until you do this you still must file and pay federal income tax even though you are designated as a "non-profit" corporation.All corporations must have an EIN. The only possible exception is a single member LLC with no employees.

      Thomas Shigo
      The Shigo Law Firm, P.A.
      4001 W Newberry Road, Ste E-IV
      Gainesville, FL 32607
  • Corporate Bylaws

    Do all original Directors of a C-Corp, as stated in the Company's Articles of Incorporation need to sign the Company Bylaws? If not, who needs to sign? Also, do Bylaws need to be created before any transactions or agreements are created on behalf of the company by officers or directors, or is it a free-for-all until the rules in the bylaws are written down?
    • Re: Corporate Bylaws

      These questions mean that you will need an attorney to ensure that you operate your corp correctly in order to avoid personal liability.

      David W. Nance
      DWNance.com founding member of NanceGroup.com
      5700 Magazine Street
      New Orleans, LA 70115
    • Re: Corporate Bylaws

      NOTE: This communication is not intended as and should not be interpreted as legal advice. Rather, it is intended solely as a general discussion of legal principles. You should not rely on or take action based on this communication without first presenting ALL relevant details to a competent attorney in your jurisdiction and then receiving the attorney's individualized advice for you. By reading the "Response" to your question or comment, you agree that the opinion expressed is not intended to, nor does it, create any attorney-client relationship, nor does it constitute legal advice to any person reviewing such information, nor will it be considered an attorney-client privileged communication. If you do not agree, then stop right here, and do not read any further.No. All directors do not need to sign the By-Laws. The Articles of Incorporation can be signed by as few as one person who serves as the incorporator. The By-Laws are generally drafted by the attorney who sets up the corporation after it has been incorporated. Usually only the President and the Secretary sign them at the first meeting of the corporation. The Corporation can begin business immediately upon filing.It sounds like what you may actually be referring to is a Shareholder's Agreement which sets forth the rights and responsibilities of each shareholder. This should be drafted at the onset of the formation so that each party knows the rules by which they will be expected to act.Scott R. Jay, Esq.

      Scott R. Jay
      Law Offices of Scott R. Jay
      1575 Northeast 205th Street
      Miami, FL 33179-2133
  • Lost Corporate Bylaws

    I was wondering what a Corporation needs to do if the bylaws have been lost over time. Is it as simple as adopting new bylaws for the corp with all the resolutions that come with it? If that isn't the case, what needs to happen?
    • Re: Lost Corporate Bylaws

      If they can not be located and the attorney who initially drafted them can not locate them or is no longer available you would nbeed to draft new bylaws and also have a corporate resolution authorizing the new bylaws. You also need to review your intital articles of incorporation to determine if there are any limitations

      Burton Padove
      Indiana and Illinois Lawyer, Burton A. Padove
      533 W. Ridge Road, Suite C
      Munster, IN 46321
    • Re: Lost Corporate Bylaws

      You might call the attorney who prepared the original by-laws and see if they still have a copy. Or recreate the lost by-laws.

      Samuel Hasler
      Samuel Hasler
      1106 Meridian Plaza, Suite 251
      Anderson, IN 46016