MAAST Initial Board members & Non-profit status

[Chris]

Step one in the process of qualifying as an exempt organization under section 501 (c)(3) of the Internal Revenue Code for non-profit status involves first filing the Articles of Incorporation according to the Non-Profit Corporation Law of Texas so said by the State of Texas.

Get that? :P

Basically the Articles of Incorporation state who we are and what our intentions are. I'm still in the process of further researching more about this, but it appears upon filing this, an initial Board of Directors is needed and must be present to sign the document in the presense of a Notary Public in and for Bexar County. This is only step one and must be filed first so that the State of Texas will recognize us as an entity. Once the State of Texas officially recognizes us, step two is to make sure the IRS knows of us(that's where the big paperwork comes into play).

Soooo.... to start... it looks as if we'll need to elect or nominate members for the Board of Directors. I'm still unsure if there is a minimum number required but I will find out that information later today.

In the mean time, if anyone wishes to volunteer or nominate someone as a Board member or elected official(Pres, VP, Secretary, Treasurer) please feel free to do so and either send me a Private Message or post it here. Likewise, if anyone has any general experience in this process or suggestions please let me know.

I will continue to use this thread as a status update of this process.

[Chris]

Although we won't currently have a written Bylaw or Constitution, the below descriptions will give you a general idea of the positions:

Board of Directors

- The Board of Directors shall have full power to conduct, manage, and direct the business and affairs of the corporation; and all powers of the corporation are granted to and vested in the Board.
- The Board of Directors shall consist of all elected Officers and appointed Trustees.
- The Board of Directors shall have the power to fill all vacancies occurring within its ranks during the Fiscal Year.
- Each director of the corporation shall be a member in good standing of the organization, and a natural person of full age.

President

The president shall be the chief executive officer of the corporation and shall have general supervision over the activities and operations of the corporation, subject, however, to the control of the Board. The president is charman of the Board and spokesperson of the corporation. The president shall sign, execute and acknowledge, in the name of the corporation, deeds, mortgages, bonds, contracts or other instruments authorized by the Board except in cases where the signing and execution thereof shall be expressly delegated by the Board or by the by-laws to some other officer or agent of the corporation and, in general shall perform all duties incident to the office of president, and such other duties as from time to time may be assigned to him/her by the Board.

Vice President

The vice president shall perform the duties of the president in his/her absence and such other duties as may from time to time be assigned to him/her by the Board or the president. The vice president is the vice chairman of the Board.

Secretary

The secretary or assistant secretary shall attend all meetings of the Board and shall record all the votes of the directors and minutes of the meetings of the Board and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the corporation as required by law; shall be custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and, in general, shall perform all duties incident to the office of secretary and such other duties as may from time to time be assigned to him/her by the Board or the president. The secretary shall prepare an agenda for the president prior to meetings.

Treasurer

The treasurer or an assistant treasurer shall have or provide for the custody of funds or other property of the corporation and shall keep a seperate bank account of the of the same to his/her credit as treasurer; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation; and shall deposit all funds in his/her custody as treasurer in such banks or other places of deposit as the Board may from time to time designate; shall, whenever so required by the Board, render an account showing his/her transactions as treasurer, and the financial condition of the corporation; and, in general, shall discharge such other duties as may from time to time be assigned to him/her by the Board, or the president. The treasurer shall prepare an annual report of the corporation, including all financial records, which shall be presented to the Board for inspection and approval.

Said report is to be open for inspection by all members at the general meeting. Any member can request a reasonable current update of the corporation's finances if said request is made in writing to the treasurer and allows the treasurer thirty days to respond. The member is to pay for any expense occurred in obtaining said report that they so requested.

The treasurer is to co-sign all checks over the amount of two-hundred dollars ($200.00) with the president or vice president.





With all that said... it's only natural that we need at least 4 Board members, but preferably 5 in the case of one member were to resign their position, the 5th can take place if approved by the Board.

[Chris]

*** kissing gets your postcount reset to zero. :P :-D :rotf:

just kidding...

Okay... well I got the run around this morning when I went to the county courthouse to get some info but I've got a few numbers to call which i'll do later on.

Just to clarify... Being a member of the Board does NOT mean you necessarily have to run for Pres, VP, Secretary or Treasurer. It does however mean in the future you'll have a commanding vote on any relevant decisions made by the club.

Even though the group is still young, Board members should be active, non-commercial members. Someone with a postcount of 2 and has never attended a meeting wouldn't make the greatest candidate.

:grin:

[z28pwr]

I vote for Chris for CIO :-D

I second the motion :-D

[newtosa]

Chris is right; the BoD does not have to be the same as the club's officers. Directors are technically the "shareholders" of the corporate entity. In a non-profit, this means almost nothing, and the leadership could be provided by the officers, whether the officers are shareholders ("Directors") or not.

For a normal Corporation (any entity the State recognizes under an Articles of Incorporation document), there is an annual fee to be recognized by the State. Initial filing fee is somewhere around $300 for Texas. This would be true for closely held corporations ("C-corp" or "S-corp"). Not sure if this applies to 501c3's or not.

Confusing enough? It's that way on purpose.

Anyway, what I'm wondering is:
- What are the benefits of incorporation and 501c3 designation?
- What will the cost be? (This will include initial filing fee, annual fees, and the cost of completing and filing compliance reports (IRS and/or State) each year.)

I'm not proposing that I know the answers to any of these - just throwing out the questions....

Thanks,
Dean

[Tim Marvin]

Are we voting Chris CEO? What is CIO? I'll hold a position if you guys want me to.

[Chris]

CIO = Chief Internet Operator :P


For now we just need 2 more Board of Directors.

[RedDragon]

I also vote Chris CIO :-D

[Sherri]

I agree too - Chris for CIO :lol:

[Tim Marvin]

LOL is that a really designation or are we making up as we go? Well either way, you sure need to take that position. Your doing a great job!

[Jeff Post]

Chris is automatically the CIO of this group. I would like to know what the benefit of incorporating will be and what objectives, beyond meeting and sharing ideas and frags, we will be able to accomplish as a result of incorporating.

I am very grateful for the amount of effort several people have put into making this a great group and I am willing to contribute my time to help get us to the next step. However, I would also like to see clearly defined objectives for the organization and the benefits of incorporating prior to incurring the expense of incorporating.

Maybe the first step would be to develop a business plan before proceeding.

[Jeff Post]

That works for me.

[Chris]

I'm still going through the load of information about all this but you're welcome to read along with what I have.

We'll be filing to the IRS under either Section 501(c)(3) or 501(c)(7).

Charities & non-profits (http://www.irs.gov/charities/article/0,,id=96099,00.html)

Tax exempt status for your organization (http://www.masna.org/archives/557.pdf)

There's more but you can easily do a google search to discover the same info.

Jeff you missed the talk at the meeting where we were able to discuss some of this. After filing for non-profit, we'll have the ability to elect Pres, VP, Secretary, Treasurer, collect dues, pay for events, open a business bank account, tax exemption, etc...

As Josh said, with a Board of Directors, we can then create our bylaws and constitution and essentially get our "business plan" together. We'll need to do that stuff first actually prior to filing the forms needed with the IRS.

I'm still working on finding more information about filing fee's and such.

[Chris]

As long as when you're arrested you promise to leave my name out of it :-D

I honestly don't know the answer to that... but do know with tax exempt status you'll be able to write-off any donations to the club. So whatever frags you donated directly to the club that we could auction off at a meeting, the money earned would be tax deductable.

That's still a little ways off though. After filing the necessary forms with the IRS, it could take a few months before approval. One site listed to expect a wait from anywhere between 4-9 months for approval. So the quicker we get started the better.

[Jeff Post]

Sounds like there will be some interesting opportunities for the group. I wish I had been able to make the last meeting to here the discussion. I am willing to be on the board if I can help. I would also think that we should ask Josh, Tim, and Chris to be on the board.

Does anyone know how many people are supposed to be on a board. My guess would be about 8 to 10 people.

[Derek B]

I'm with Dean .... Why do we want to incorporate as a not-for-profit?

[Chris]

I'm with Dean .... Why do we want to incorporate as a not-for-profit?


After filing for non-profit, we'll have the ability to legally collect dues, pay for events, open a business bank account, tax exemption, etc...

[Triggerman]

hey chris,

did you ever get the info. from masna they should be the ones to offer some good insight on all this stuff. also an idea is to maybe contact the houston group president and ask him for advise or tips, but i don't know if they're an official society i would probably think so.

here's another idea to toy around with i'm think of going to the IMAC (may)or MACNA (sept.) conferences just depends on my schedule. maybe you and someothers can think about going as well and see if that can benefit the group and getting info. as well.

ray

[Chris]

Hey Ray,

Lee Morey from MASNA is supposed to be sending me a package of information. I'm still waiting on that, i'll have to double check to make sure he's sent it yet or not.

I've also contacted certain members from both the Dallas and Houston groups asking for some information. No replies as of yet. :(
I believe Houston(MARSH) is registered as a non-profit incorporation. I'm not sure what route the Dallas group took... still waiting on emails.

[BarbaraShultz]

Hello to you guys, and good luck with the formation of your club. My name is Barbara Shultz (but was Barbara Pike up until a couple of days ago). I have been active in MARSH (the Houston marine aquarium group) for several years, holding several positions on the board. Our website is www.marshreef.org. We have our by-laws on our site (link on the left side under MARSH Club Information. We modeled our by-laws after the Houston Aquarium Society, who had obtained non-profit incorporation status from the State of Texas. We have a couple of by-law amendments pending (striking the designation of Tuesdays as our meeting day, and substituting wording to the effect of 'a regularly recurring each month, day to be determined by the board of directors'... the exact wording can be found in the center of the home page, under MARCH meeting notice.

We have not yet applied for the IRS Tax Exempt status.

We were told that the main advantage of incorporating was: obtaining insurance (necessary to hold some functions in buildings), the ability to open a checking account, protecting individuals from lawsuit liablity, and it's necessary to do this, in order to get the tax-exempt status from the IRS. It was relatively easy to obtain the non-profit incorporation status.

Check out our website; it's got quite a bit of information about our organization. If you've got any questions, you can reach our board of directors at directors@marshreef.org.

Barbara Shultz

[DeletedAccount]

Chris,

How is the volunteering for a position going? Do we need to start asking people or have you done that? Are we just looking at the three original folks still?

[Chris]

Misti I think we're okay... i've recently found someone who may be of help with this situation, so give me a few days and i'll add another update. ;)