Bylaws

[Braemwiella]

I started a nonprofit corp, and I wanted to know do I have to make by bylaws amended in order to become tax exempt. Also how can i not be voted out of my own company?

[Tuari]

Q: do I have to make by bylaws amended?

A: A nonprofit corporation has articles of incorporation filed with the state under which it is incorporated, which include the purpose for the organization, which must be compatible with the requirements for being a nonprofit organization per state law.

Bylaws typically have an article on "object" or "purpose," but they need not in the case of having this specified in the articles of incorporation.  Robert's Rules of Order Newly Revised, 10th edition, p. 13, says:

"While the number of articles in the bylaws will be determined by the size and activities of the organization, the general nature of the subjects covered will be indicated by the following list of articles, typical of those found in the bylaws of the average unincorporated society:(1) Name of the organization;(2) its Object;(3) Members;(4) Officers;(5) Meetings;(6) Executive Board(if needed);(7) Committees;(8) Parliamentary Authority(that is, the name of the manual of parliamentary procedure that the organization is to follow; see below); and(9) Amendment(prescribing the procedure for making changes in the bylaws). If the society is incorporated, its name and its object are usually set forth in the corporate charter, in which case the first two articles listed above should be omitted from the bylaws."

If you have a purpose/object article in your bylaws as well as in your articles of incorporation, and they differ in wording, then you should:

(a) amend your bylaws to make its statement of purpose be the same wording as in your articles of incorporation, or

(b) amend your bylaws to remove the article on purpose/object.

You could amend your bylaws to replace articles on name and purpose/object with an article on incorporation which states that you are incorporated and that your name and purpose are established in the articles of incorporation.

Q: how can i not be voted out of my own company

The only way to ensure you are not voted out of your own company against your will is to ensure that you personally possess at least half the voting power in the corporation.  That way all the rest of the voting power will be less than a majority, and could not vote to change any rules affecting your removal, nor to vote to remove you.

Each state has its own nonprofit corporation law(sometimes called not-for-profit).  You need to see what your state's law minimum size is for the board of directors.

Find your state's corporation laws at: http://topics.law.cornell.edu/wex/table_corporations

For example, in Washington state the nonprofit corporation act provides:

* "The board of directors of a corporation shall consist of one or more individuals."(RCW 24.03.100)

* "The officers of a corporation shall consist of a president, one or more vice presidents, a secretary, and a treasurer, each of whom shall be elected or appointed at such time and in such manner and for such terms as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the board of directors. If the articles or bylaws so provide, any two or more offices may be held by the same person, except the offices of president and secretary. Such other officers and assistant officers or agents as may be deemed necessary may be elected or appointed by the board of directors or chosen in such other manner as may be prescribed by the articles or bylaws."(RCW 24.03.125)

* A corporation may have one or more classes of members or may have no members.(RCW 24.03.065)

So in Washington state, you could have a one-person board and no members, but you'd still have to have at least two different people holding the various offices(an officer doesn't have to be on the board).  In such a case, there would be no membership with the power to remove you, nor could the board remove you against your will, assuming you were the one board member.