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.
Phoenix Arizona Resolution to Incorporate as Nonprofit Corporation by Members of a Church operating as an Unincorporated Association — A Comprehensive Guide In Phoenix, Arizona, several resolutions exist for incorporating a church operating as an unincorporated association into a nonprofit corporation. Incorporation as a nonprofit corporation offers various advantages, such as limited liability protection for members, tax exemptions, and the ability to enter into contracts on behalf of the church. Here, we will explore the different types of resolutions available for the incorporation process and shed light on their significance. 1. Resolution to Incorporate as a Nonprofit Corporation: This is a primary resolution that outlines the decision of the members of the church operating as an unincorporated association to incorporate as a nonprofit corporation. It typically includes the church's name, the purpose of incorporation, and the appointment of a registered agent. 2. Resolution to Approve Articles of Incorporation: After the initial resolution, a subsequent resolution is required to approve the articles of incorporation. The articles provide detailed information about the church, its purpose, structure, and governing regulations. The resolution serves as formal consent for the articles to be filed with the relevant governmental authorities. 3. Resolution to Elect Initial Directors: Once the church incorporates, there is a need to elect initial directors who will oversee the nonprofit corporation's operations and decision-making. This resolution typically outlines the process for electing directors, their roles and responsibilities, and the terms of office. 4. Resolution to Adopt Bylaws: Bylaws serve as the governing document for the nonprofit corporation. This resolution is crucial as it authorizes and adopts the bylaws, which outline the rules and regulations governing the corporation's internal affairs, including membership, meetings, officer roles, and other operational procedures. 5. Resolution to Apply for Tax-Exempt Status: After incorporating, churches often seek tax-exempt status from the Internal Revenue Service (IRS). This resolution authorizes the corporation to apply for tax-exempt status under the appropriate section of the Internal Revenue Code, such as Section 501(c)(3), which is commonly used for religious organizations. 6. Resolution to Establish Committees or Ministries: To promote effective governance and carry out specific functions, churches may establish various committees or ministries. This resolution enables the creation of such entities and appoints their leaders and members, defining their respective roles and responsibilities. 7. Resolution for Banking and Financial Matters: After incorporation, securing banking and financial services becomes necessary. This resolution authorizes designated individuals to open bank accounts, sign checks, and conduct other financial transactions on behalf of the corporation. It may also establish guidelines regarding the financial management of the church. Throughout the process of becoming a nonprofit corporation, it is crucial to consult legal professionals specializing in nonprofit law to ensure compliance with all state and federal regulations. By adopting these resolutions, a church operating as an unincorporated association can transition into a nonprofit corporation, enjoying legal protection, tax benefits, and enhanced credibility in the Phoenix, Arizona community.
