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.
Vermont Resolution to Incorporate as Nonprofit Corporation by Members of a Church operating as an Unincorporated Association If you represent a church operating as an unincorporated association in Vermont, considering incorporation as a nonprofit corporation can have several advantages. By incorporating, your church can enjoy legal recognition, limited liability, and potential tax benefits. This article will provide a detailed explanation of the Vermont resolution to incorporate as a nonprofit corporation and discuss the different types of resolutions available. A resolution to incorporate as a nonprofit corporation is a formal document that church members can create and adapt to initiate the incorporation process. It serves as an official record of their decision and includes essential details about the church, its leadership, and the objectives of incorporation. In Vermont, there are two primary types of resolutions to incorporate as a nonprofit corporation: general resolution and special resolution. 1. General Resolution: A general resolution is the most common type of resolution used to initiate the incorporation process. It outlines the intention of the members to incorporate the church as a nonprofit corporation and usually includes: a. Title and Purpose: The resolution should state the full name of the church and clear objectives for incorporation. This typically includes religious worship, spiritual growth, community service, and charitable activities. b. Election of Incorporates: Members must elect individuals to serve as incorporates, responsible for filing the necessary paperwork with the Vermont Secretary of State's office and overseeing the incorporation process. The resolution should list the names of the chosen incorporates. c. Church Leadership: The resolution must specify the church's leadership structure. This can include the positions of pastor, deacons, trustees, or any other essential roles within the church's governance structure. d. Conferral of Authority: To proceed with the incorporation, the resolution must provide authorization to the incorporates to take necessary actions on behalf of the church. It grants them the authority to sign and submit articles of incorporation and other required documents. 2. Special Resolution: A special resolution is required when the church's governing documents, such as its bylaws or articles of association, require specific provisions or modifications to be included in the resolution. These provisions may relate to the church's unique circumstances, its mission, or its governance structure. Both types of resolutions require the approval of the church members during a formal meeting or through a written consent process. It is vital to maintain accurate documentation of the meeting minutes, attendance, and member votes for legal compliance. Once the resolution is adopted and signed by the members, the next step is to file the articles of incorporation with the Vermont Secretary of State's office. These articles should include the church's name, purpose, registered agent details, and any specific provisions outlined in the resolution. It is crucial to consult an attorney or legal professional specializing in nonprofit law to ensure compliance with Vermont's incorporation requirements and to receive personalized guidance throughout the process. Incorporating as a nonprofit corporation can provide your church with a strong legal foundation and benefits that support its mission and activities. By adopting the appropriate Vermont resolution, your church community can embark on a new chapter with enhanced legal protection and opportunities for growth.
