2. ARTICLES OF INCORPORATION  “Articles of Incorporation” is the name of a legal document that is filed with the state to create a corporation.  Articles of incorporation are also referred to as: Articles of incorporation  the "corporate charter,"  “articles of organization”articles of organization  "articles of association," or  "certificate of incorporation."certificate of incorporation  These links will give actual or sample forms for your state and situation.  “Articles of Incorporation” is the name of a legal document that is filed with the state to create a corporation.  Articles of incorporation are also referred to as: Articles of incorporation  the "corporate charter,"  “articles of organization”articles of organization  "articles of association," or  "certificate of incorporation."certificate of incorporation  These links will give actual or sample forms for your state and situation.

3. Articles for Non-Profits  Nonprofit articles contain the organization’s basic information (name, registered agent, office address, etc.)  They also include information about their tax exempt status or qualifications.  Be careful and be thorough.  Get legal assistance, if you need it.  Nonprofit articles contain the organization’s basic information (name, registered agent, office address, etc.)  They also include information about their tax exempt status or qualifications.  Be careful and be thorough.  Get legal assistance, if you need it.

4. Articles of Incorporation Articles of Incorporation – Definitions. This link will take you to various states, so you can see information pertinent to them. Articles of Incorporation (Commonwealth of VA form SCC819) for non-stock companiesnon-stock companies Articles of Incorporation (Commonwealth of VA form SCC619 for stock companiesstock companies http://www.scc.virginia.gov/publicforms/3 22/llc1011.pdf Unlocking the Secrets - Links For You 145

5. Bylaws = The Keys To The Kingdom Construct Them Carefully and Consider Getting Legal Help  http://en.wikipedia.org/wiki/Bylaw http://en.wikipedia.org/wiki/Bylaw  Bylaws may differ among companies.  Common things to include are the structure and methods by which the organization will be run.  A common mnemonic device for remembering the typical articles in bylaws is NOMOMECPA, pronounced "No mommy, see pa!" It stands for:  Name  Object  Members  Officers  Meetings  Executive board  Committees  Parliamentary authority  Amendment  These laws are about the distribution of power and responsibilities.  http://en.wikipedia.org/wiki/Bylaw http://en.wikipedia.org/wiki/Bylaw  Bylaws may differ among companies.  Common things to include are the structure and methods by which the organization will be run.  A common mnemonic device for remembering the typical articles in bylaws is NOMOMECPA, pronounced "No mommy, see pa!" It stands for:  Name  Object  Members  Officers  Meetings  Executive board  Committees  Parliamentary authority  Amendment  These laws are about the distribution of power and responsibilities.

6. Board of Directors Choose Very Carefully These individuals must become a Carefully select Your key team by:  Functions to be performed  Reputation and trustworthiness  Sincere interest in the welfare of your business  Types of advisors you need  Ability to raise funds and/or promote you  Responsibility in meeting legal requirements  Credibility they give to your organization  Ensuring they have time for you. Carefully select Your key team by:  Functions to be performed  Reputation and trustworthiness  Sincere interest in the welfare of your business  Types of advisors you need  Ability to raise funds and/or promote you  Responsibility in meeting legal requirements  Credibility they give to your organization  Ensuring they have time for you.

7. Should Nonprofit Directors Worry About Personal Liability? NOLO (Law for All) says: http://www.nolo.com/legal-encyclopedia/nonprofit-directors-personal-liability-32357.html “Exceptions to the Limited Liability Rule: In a few situations, people involved with a nonprofit corporation can be held personally liable for its debts. A director or officer of a nonprofit corporation can be held personally liable if he or she:  personally and directly injures someone  personally guarantees a bank loan or a business debt on which the corporation defaults  fails to ensure that the nonprofit deposits taxes (such as payroll and property taxes) or files necessary tax returns  does something intentionally fraudulent, illegal, or clearly wrong-headed that causes harm, or  co-mingles nonprofit and personal funds.” See the NOLO website for much more information (e.g. liability for unpaid taxes) http://www.nolo.com/legal-encyclopedia/nonprofit-directors-personal-liability-32357.html “Exceptions to the Limited Liability Rule: In a few situations, people involved with a nonprofit corporation can be held personally liable for its debts. A director or officer of a nonprofit corporation can be held personally liable if he or she:  personally and directly injures someone  personally guarantees a bank loan or a business debt on which the corporation defaults  fails to ensure that the nonprofit deposits taxes (such as payroll and property taxes) or files necessary tax returns  does something intentionally fraudulent, illegal, or clearly wrong-headed that causes harm, or  co-mingles nonprofit and personal funds.” See the NOLO website for much more information (e.g. liability for unpaid taxes)

8. BONUS INFO: NOLO Re New Tax Law Requiring Reports on Corporate Governance for Non-Profits http://www.nolo.com/legal- encyclopedia/nonprofits-revised-irs-form-990- 30274-2.html “The latest Form 990 includes an entirely new section on corporate governance (in Part VI), which probes how a nonprofit manages critical issues such as the independence of its board and the resolution of conflicts of interest among key players in the organization. Although the IRS has very little authority to investigate corporate matters (these are generally left to state agencies), this section allows it to explore the relationship between good corporate governance and compliance with the tax code.”Form 990

9. Thank you! Nancy Wyatt My Persuasive Presentations, LLC For the ALL YOU NEED TO KNOW SERIES …. …About How To Start A Business – or other topics … Contact Nancy at 540-636-4311 Visit our website / send an email. www.mypersuasivepresentations.c om mypersuasivepresentations@gmail.com