Completing
the Certificate of Incorporation
While
most of the forms include directions, or are self-explanatory, take special note of the Certificate of Incorporation.
It
contains the key information you must supply to the Secretary of
the State when you incorporate as a nonstock, nonprofit
corporation in Connecticut. Submit this information either on a
form modeled after that of another corporation, or on the form
entitled
Certificate of Incorporation Nonstock Corporation.
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First,
state the exact name. Even though the organization
will be a nonprofit, its name must contain a word of
corporate designation: Incorporated, Corporation, or
Company.
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Second,
indicate whether the organization will or will not
have members. The law allows corporations to have one or
more classes of members or no members. (See also Chapter 602,
Title 33, Nonstock Corporation Act of Connecticut.)
Also indicate whether members will have voting
rights. Most nonprofits are not member organizations;
organizing a membership organization is more complicated
and may require an attorney’s services.
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Third,
state the name of the person, Connecticut corporation or
foreign corporation that the nonprofit corporation has
appointed as its registered agent. The corporation
cannot name itself as its registered agent. If the agent
is a person, his or her business and residence addresses
must be provided. If the agent is a corporation, it must
provide its principal office address. The agent must sign
accepting the appointment in the space provided; and
indicate his/her capacity if signing on behalf of a
corporation. Addresses must include a street number and
name, city, state and postal code.
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Fourth,
state the purpose of your nonprofit organization in
everyday language, e.g., “It is the intent of this
corporation to send needy children to summer camp.”
Nonstock corporations are permitted to state that
the purpose of the corporation is to engage in any lawful
act or activity for which corporations may be formed under
the Connecticut Revised Nonstock Corporation act in lieu
of or in addition to a specific purpose.
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Fifth,
present in the space provided or on an attachment any
information which a nonstock corporation is permitted but
not required to provide. Although such provisions may not
be necessary for the Secretary of the State, a federal tax
exemption will require your organizing documents to
contain certain provisions which may be placed in this
section of the form. These
include the dissolution and inurement clauses
(look for examples in the Certificate of
Incorporation or bylaws of other nonprofits).
Include what is known as a general powers
clause which states that the purpose of the
corporation is to engage in any lawful act or activity for
which corporations may be formed under the law, so long as
such powers are consistent with its charitable purposes.
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Sixth,
the document must be executed by one or more
incorporators, each of whom must provide an address
containing a street number and name, city, state and
postal code. Make
sure the document is dated and that all
incorporators sign. The Certificate may be amended by
filing a Certificate of Amendment with the Secretary of
State.
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The
Organizational Meeting
A
majority of the incorporators must hold an organizational meeting
at which they shall elect directors and adopt bylaws.
Many organizations hold their organizational meeting before
incorporation so that there is group input into the incorporation.
Either way is acceptable.
You
may review bylaws of other nonprofit organizations with which you
may be familiar, or look at model bylaws in reference books at
resource centers and libraries.
There
are a number of tax-related issues you must consider in starting -
and running - a nonprofit organization.
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