Purchase of membership by corporation. A copy of any articles of incorporation filed pursuant to this chapter, and certified by the Secretary of State under the official seal of the Secretary of State, must be received in all courts and places as prima facie evidence of the facts therein stated and of the existence and due incorporation of the corporation therein named. The Secretary of State may adopt regulations that interpret the requirements of this section. A corporation may be dissolved and its affairs wound up voluntarily by the written request of a majority of the members and any person or superior organization whose approval is required by a provision of the articles authorized by. A private foundation, as defined by the Internal Revenue Service, is a nonprofit organization that derives its primary income usually a third from a few individual donations. Involuntary dissolution: Authority and grounds for application.
If the certificate does not alter or amend the articles, it must be signed by an officer of the corporation and must state that the officer has been authorized to sign the certificate by resolution of the board of directors adopted on the date stated, and that the certificate correctly sets forth the text of the articles as amended to the date of the certificate. The corporation may impose a reasonable charge, covering costs of labor, materials and copies of any records provided to the member or director. Unless otherwise provided in the articles, directors need not be members. If the vote of a different proportion of the directors or delegates is required for an action, then the different proportion of written consents is required. A failure to elect officers does not require the corporation to be dissolved. Without limiting the manner in which a member may authorize another person or persons to act for him or her as proxy pursuant to subsection 1, the following constitutes valid means by which a member may grant such authority: a A member may sign a writing authorizing another person or persons to act for him or her as proxy.
Articles of incorporation: Prohibited names and businesses; approval or certification required before filing of certain articles or amendments. The votes of the common or interested directors or officers must be counted in any such vote of members. Every corporation may, by action taken at a meeting of its board of directors, sell, lease or exchange all of its property and assets, including its goodwill and its corporate franchises, upon such terms and conditions as its board of directors may deem expedient and for the best interests of the corporation. Whenever all persons entitled to vote at any meeting, whether of directors, trustees, delegates or members, consent by: a A writing on the records of the meeting or filed with the secretary; b Presence at the meeting and oral consent entered on the minutes; or c Taking part in the deliberations at the meeting without objection, Ê the actions taken at the meeting are as valid as if they had been taken at a meeting which was regularly called after notice was given. No limitation upon the business, purposes or powers of the corporation or upon the powers of the members, officers or directors, or the manner of exercise of such powers, contained in or implied by the articles or bylaws may be asserted as between the corporation, the directors or members and any third person. In the course of an investigation of a violation of this section, the Secretary of State may require a foreign nonprofit corporation to answer any interrogatory submitted by the Secretary of State that will assist in the investigation.
Name of corporation: Reservation; injunctive relief. The name proposed for a corporation must be distinguishable on the records of the Secretary of State from the names of all other artificial persons formed, organized, registered or qualified pursuant to the provisions of this title that are on file in the Office of the Secretary of State and all names that are reserved in the Office of the Secretary of State pursuant to the provisions of this title. If a proposed name is not so distinguishable, the Secretary of State shall return the articles of incorporation containing it to the incorporator, unless the written, acknowledged consent of the holder of the name on file or reserved name to use the same name or the requested similar name accompanies the articles of incorporation. If a certificate filed pursuant to this section specifies a later effective date but does not specify an effective time, the certificate is effective at 12:01 a. Any provision providing that, upon dissolution of the corporation and the payment of its debts and the provision for other matters as required by this chapter, the assets of the corporation must be distributed to the superior organization or any person.
The act of a majority of the directors as trustees remaining in office is the act of the directors as trustees. The new articles of incorporation need not contain the names, addresses, signatures or acknowledgments of the incorporators. If the certificate alters or amends the articles in any manner, it must comply with the provisions of , and , as applicable, and must be accompanied by a form prescribed by the Secretary of State setting forth which provisions of the articles of incorporation on file with the Secretary of State are being altered or amended. Except as otherwise provided in and subsection 1, the fees for filing records are those set forth in to , inclusive. Every corporation, by virtue of its existence as such, may: a Have succession by its corporate name for the period limited in its articles of incorporation, and when no period is limited, perpetually, or until it is dissolved and its affairs are wound up according to law. In essence, the donations that the public makes to their favorite charitable organizations could be used to support political candidates. Directors, officers, employees and agents: Indemnification; insurance against liability.
A corporation governed by this chapter may purchase and maintain insurance or make other financial arrangements on behalf of any person for any liability asserted against the person as provided in. Donors must give gifts without receiving any goods or services in return, while a nonprofit that offers inducements in exchange for donations could lose its tax-exempt status. This is important to defining roles in your organization which is essential for effective operation. The articles or bylaws may fix the term of membership. If any corporation fails to elect directors within 18 months after the last election of directors required by , the district court has jurisdiction in equity, upon application of any one or more of the members of the corporation representing 10 percent of the voting power of the members entitled to vote for the election of directors or for the election of delegates who are entitled to elect directors, or 50 members, whichever is less, to order the election of directors as required by. Many States lawmakers do not have knowklegde of these facts and therefore do not realize they are noncompliant. The articles or bylaws may provide for the classification of directors as to their respective terms of office, their election by one or more authorized classes or series of members or delegates, their election by members or delegates in geographic areas, districts or precincts, and their election annually by ballot instead of at an annual meeting.
Non - profit fundraising is vital to help the organizations reach their specific goals. Personal liability of members; imposition of dues, assessments or fees. Every corporation must have at least one director or trustee. The sale, lease or exchange must be approved by every person or public official whose approval of the sale, lease or exchange is required by the articles. .
Members are entitled to vote and have equal rights and preferences in matters not otherwise provided for by the board or members, unless and to the extent that the articles or bylaws have fixed or limited the rights and preferences of members or different classes of members or provide for nonvoting members. The Secretary of State may adopt regulations that interpret the requirements of this section. Unless otherwise restricted by the articles or bylaws, any action required or permitted to be taken at any meeting of the board of directors or the delegates or of any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by a majority of the board of directors or the delegates or of such committee. A proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be begun within 1 year after the effective date of the expulsion, suspension or termination. Quickly and easily find the primary law you need in this comprehensive resource, conveniently sized to carry with you. If you need more convincing about our long track record of providing students with rock bottom prices just check out over twenty thousand customer reviews that have been left on our Ebay store by clicking. Secretary of State authorized to adopt certain regulations to allow corporation to carry out powers and duties through most recent technology.
Unless otherwise restricted by the articles or bylaws, members of the board of directors, the delegates or any committee designated by the board or the delegates may participate in a meeting through electronic communications, videoconferencing, teleconferencing or other available technology which allows the participants to communicate simultaneously or sequentially. A corporation having members entitled to vote on the matter involved must hold a special meeting of delegates or members if: a The board of directors or persons authorized to do so by the articles or bylaws demand such a meeting; or b At least 5 percent of the members demand such a meeting. A provisional director must be an impartial person, who is neither a member nor a creditor of the corporation, nor related by consanguinity or affinity within the third degree according to the common law to any of the other directors of the corporation. The use by any other artificial person of a name in violation of subsection 1 or may be enjoined, even if the record under which the artificial person is formed, organized, registered or qualified has been filed by the Secretary of State. The articles will also spell out that no one should profit from the organization and indicate how assets would be distributed in the event that the organization dissolves. The wide diversity of structures and subsequent purposes of a non-profit organization are legally classified based on a number of structural elements.