Corporations must be formed under the enabling legislation of a state or the federal government, since corporations may lawfully exist only by consent or grant of the sovereign. Therefore, in drafting pre-incorporation agreements and other instruments preliminary to incorporation, the drafter must become familiar with and follow the particular statutes under which the corporation is to be formed.
Connecticut Resolution to Incorporate as Nonprofit Corporation by Members of a Church operating as an Unincorporated Association: In Connecticut, churches operating as unincorporated associations can choose to incorporate as nonprofit corporations to benefit from various legal protections and organizational advantages. By incorporating, a church can separate its liabilities and assets from those of its members, providing it with a distinct legal identity. To begin the incorporation process, a Connecticut Resolution to Incorporate as Nonprofit Corporation by Members of a Church operating as an Unincorporated Association needs to be adopted. This resolution serves as a formal statement by the members of the church expressing their intent to incorporate and initiating the legal procedures required for incorporation. The Connecticut Resolution to Incorporate as Nonprofit Corporation should consist of the following key elements: 1. Identification of the Church: The resolution should clearly state the name of the church and its current operating status as an unincorporated association. 2. Purpose of Incorporation: It is essential to articulate the reasons for seeking incorporation, such as the desire to gain limited liability protection for members, facilitate donations, own property, and enter into contracts in the name of the church. 3. Authorization of Incorporation: The resolution must include the authorization for the church to incorporate as a nonprofit corporation under the Connecticut Nonstick Corporation Act (Chapter 602 of the Connecticut General Statutes). 4. Appointment of Incorporates: The resolution should identify the individuals who will act as incorporates on behalf of the church. These individuals will be responsible for filing the necessary documents with the Secretary of State's office to formalize the incorporation process. 5. Drafting the Articles of Incorporation: The resolution should empower the incorporates to draft and submit the Articles of Incorporation to the Secretary of State. These articles will outline the church's key details, such as its name, purpose, registered agent information, and initial board of directors. Additionally, there are different types of resolutions based on the specific circumstances or needs of the church: 1. Resolution for Mutual Benefit Corporation: If the church seeks to incorporate with the objective of serving its members directly, this resolution would be appropriate. It allows for the provision of specific benefits, programs, or services exclusively for the members of the church. 2. Resolution for Public Benefit Corporation: When the church aims to serve the broader public, encouraging charitable work or community services, this resolution should be adopted. It emphasizes the church's commitment to benefiting the public at large and complying with nonprofit regulations. 3. Resolution for Religious Corporation: Churches primarily focusing on religious activities and worship may adopt a resolution tailored specifically for religious corporations. This resolution highlights the church's faith-based mission and activities, allowing it to operate under the provisions specific to religious organizations. In conclusion, the Connecticut Resolution to Incorporate as Nonprofit Corporation by Members of a Church operating as an Unincorporated Association provides the foundation for the legal process of incorporating a church. By carefully crafting this resolution and adhering to the applicable laws, a church can secure the benefits and protections that come with nonprofit corporation status.
