Re: election plans wrote:
> The charter of a non-profit corporation is a
> complex document.  Since the IRS picks over the charter with a
> fine-tooth comb when deciding whether or not to grant non-profit
> status, and since it is generally hard to amend the charter, it's best
> to preclear the charter with the IRS prior to actually filing the
> document with the state.  Legal counsel can advise better on how to go
> about doing this.

To add a little bit here: There is basic incorporation, and then there
is official recognition of tax-exempt nonprofit status by the US
Internal Revenue Service (often referred to as 501(c)(3) status). As
Kelly notes, getting official IRS tax-exempt status is not a trivial
matter, and will take some time. This doesn't mean that basic
incorporation can't go forward at this time, it just means that the
basic incorporation documents have to be written in a way that is
consistent with IRS requirements for a nonprofit organization so that
you can later apply to the IRS for that status.

I should also note that getting official tax-exempt 501(c)(3) status is
to at least some degree optional; for example, to my knowledge the
Apache Software Foundation never obtained it. However if the foundation
wants to take donations from US residents and have them be
tax-deductible then you'd need the appropriate IRS tax-exempt status.

> Most of your charter will be boilerplate
> constructed to comply with all the various state and federal
> regulations that pertain to non-profit organizations.  Very little
> will have to do with the specific details we've been discussing here;
> most of that will go in the by-laws -- which you can write after
> incorporating.

Right, there is no need to have bylaws fully written at the point
incorporation occurs; initial bylaws can be adopted by the interim board
at its first official meeting.

Frank Hecker

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