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After filing your articles of incorporation (read about Non-profit Incorporation) there are a number of important steps to take:

1. Build a Board of Directors

First, you will need to identify who you would like to have on your Board of Directors in addition to those who signed as incorporators. Initially, consideration should be given to prospective members’ business experience, access to donors and funding sources, and available time. As your non-profit matures, you will identify other reasons to solicit potential Board members but, up front, those are the three most important considerations.

non-profit sign

At your first organizational meeting of the Board of Directors you will have to approve your bylaws:

2. Write Your Bylaws

Bylaws are the rules that govern an organization. If you’ve incorporated using an online service (like Legalzoom), you will have received bylaws in your incorporation packet. If you’ve incorporated by yourself, you will need to write your own bylaws.

You could look at the bylaws of some other non-profits for ideas, but you must also make yourself familiar with the paragraphs in the bylaws. (Great list of sample bylaws at grantspace.com)

Regardless of whether you’ve received pre-drafted bylaws or are writing your own there are several points to pay particular attention to:

• Number of Directors: It is fine to authorize a fairly large number of Directors in the Bylaws but not fill their seats immediately.

• Meetings: You will need to hold one annual meeting and several interim meetings, which can be however frequently will be necessary to get your non-profit up and running.

• Officers: Review the duties of each officer and make changes as desired. What are the terms for elected positions?

• Notice of Meetings: This is very important to follow exactly because a meeting that wasn’t properly noticed is technically not a meeting thus everything you did during the improperly noticed meeting is void.

• Committees: These can be standing committees or ad hoc committees depending on your preference. Standing committees are usually nominating, finance, and executive. You can appoint an ad hoc, or special, committee to achieve a specific goal, such as identifying candidates for employment positions subject to Board approval.

• Amendment of Bylaws: Pay particular attention to the vote required to amend your bylaws. It is usually a required “super-majority” that is required by state law. Having said that, however, you can always amend your bylaws by following the procedure laid out in your bylaws.

• Don’t forget to also include in the bylaws: what happens should there be a conflict of interest, how a board member can be removed and how to limit personal liability for board members.

In addition to approving your bylaws, at the first organizational meeting of the Board of Directors will also have to:

3. Elect Officers, Approve a Bank Account, Schedule Board Meetings

• Elect Officers, especially a Secretary to write the minutes of the meeting.
• Approve the establishment of a bank account
• Authorize the Treasurer to sign on the bank account
• Establish the date of the annual meeting and set up a regular schedule of interim board meetings. If you change the location of a meeting, however, you will have to follow the notice procedure in the bylaws.

The above is just a simple list of necessary items; every non-profit will have additional matters to cover that are specific to them. While it seems complicated, once you have established your officers and committees, you will be ready to do business.

Note: This article is not meant to be legal advice. When it comes to legal matters, we suggest you consult a legal adviser.

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