Incorporated nonprofits are governed by Iowa Code ch. 504.

To incorporate a nonprofit, the articles of incorporation (containing the necessary information) are filed with the secretary of state.

After the corporation is incorporated, the next step is to organize the corporation. If the articles of incorporation did not name the directors, then a meeting is to be held by the incorporators to elect directors and a board of directors to complete the organization process. However, if the initial directors were named, then the organizational meeting is the next step. The purpose of the meeting is to appoint officers, create bylaws, etc. A meeting is also not necessary as long as the resolutions are adopted by each director consenting to the resolutions. Usually, these resolutions are easily adopted because they aren’t controversial. For instance, resolutions include:

Organization

  • Ratification of Articles of Incorporation
  • Adoption of Bylaws
  • Appointment of Officers
  • Authorization to do banking
  • Authorization to apply for tax-exempt status
  • Adoption of a conflict of interest policy
  • Grant officers to carry on the business

Bylaws

Bylaws are to be adopted and cannot be inconsistent with the law or articles of incorporation. They include:

  • The location of the principal, registered, and other offices
  • Whether there will be members
  • How the board of directors are to handled (number of directors, powers, terms, vacancies, removal, etc.)
  • Handling officers
  • How business is to be conducted.

Will Laursen

Show Your Support

$5/month

Share
Table of Contents