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.
Massachusetts Resolution to Incorporate as Nonprofit Corporation by Members of a Church operating as an Unincorporated Association In Massachusetts, religious organizations have the opportunity to incorporate as nonprofit corporations in order to gain legal recognition and enjoy the benefits of limited liability protection. This resolution outlines the steps and procedures required for a church operating as an unincorporated association to incorporate as a nonprofit corporation. There are two main types of Massachusetts resolutions to incorporate as a nonprofit corporation by members of a church operating as an unincorporated association: 1. General Resolution: This type of resolution is suitable for most churches that wish to incorporate as a nonprofit corporation. It outlines the intent of the church members to incorporate, specifies the purpose of the corporation, and designates the individuals who will serve as directors and officers. 2. Amendment Resolution: If a church operating as an unincorporated association already exists and wishes to incorporate under a new name or with updated bylaws, an amendment resolution is required. This resolution outlines the modifications to be made to the existing unincorporated association and provides the necessary details for incorporation. The Massachusetts Resolution to Incorporate as a Nonprofit Corporation generally includes the following key components: 1. Title: The resolution should have a clear title stating the intent to incorporate and the name of the church. 2. Background: Provide a brief background of the church and the reasons for incorporating as a nonprofit corporation. 3. Purpose: Clearly state the purpose of the corporation, which is typically to promote religious worship, spiritual growth, and community service. 4. Membership: Specify the qualifications for membership, including age requirements, membership dues, and voting rights. 5. Board of Directors: Designate the initial directors who will govern the corporation, including their names, addresses, and positions. 6. Bylaws: Indicate that the church will adopt bylaws that will govern its operation, including provisions for membership, meetings, elections, and financial management. 7. Dissolution Clause: Include a clause stating how the assets of the corporation will be distributed in the event of dissolution. 8. Incorporation Filing: Acknowledge that the resolution will be filed with the Secretary of the Commonwealth of Massachusetts to initiate the incorporation process. It is important to consult with legal professionals or review the relevant Massachusetts laws and regulations to ensure compliance with all requirements and procedures for incorporating as a nonprofit corporation. In summary, the Massachusetts Resolution to Incorporate as a Nonprofit Corporation by Members of a Church operating as an Unincorporated Association is a crucial step in gaining legal recognition and enjoying the benefits of incorporation for religious organizations. By following the appropriate processes and incorporating all relevant details, churches can protect themselves and their members while continuing to serve their communities effectively.
