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A nonprofit incorporation is created in Ohio with articles of incorporation,
available on the Ohio
Secretary of State's website. Once the articles are drafted
and signed by the incorporator and registered agent, they are
sent to the Secretary of State's office in Columbus. A $125
fee is charged by the Secretary of State to cover filing fees,
the registered agent fee and one certified copy of the articles.
 Download
Form 532 Initial Articles of Incorporation
[from Ohio
Secretary of State]
Components of the Articles
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Corporate
Name: A legal search must be made to ensure that another
group is not already using your corporate name. |
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Location:
Include city and county in Ohio where the principal office
is located. |
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Corporate
Purpose: The organization
must be organized and operated for exempt purposes. These
exempt purposes include religious, charitable, scientific,
literary or educational purposes. See Publication 557
and the Tax-Exempt Tool Kit (described below) for sample
language. |
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Governing
Body/Trustees: The organization may, but is not required
to, list the initial directors of the organization. Normally
a board of directors
functions as the policy making body for the organization.
The law generally requires a minimum of three nonprofit
directors, although many organizations have more. |
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Membership:
If the organization is going to admit members of the public
as members, then the Articles may establish the classifications,
terms and conditions of the membership. In general, the
organization should ensure that membership is open to
all interested members of the public unless there is a
compelling reason not to. Note that a nonprofit organization
is not required to have members, and in such case the
directors are treated as the members for all purposes.
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Additional
Provisions: The Articles should also provide that
(i) none of the organization's earnings shall inure
to the benefit of private individuals,
(ii) no substantial part of the organization's
activities shall constitute the carrying on of propaganda
or otherwise attempting to influence legislation,
(iii) the organization shall not intervene in political
campaigns, and
(iv) upon dissolution, the assets shall be distributed
for one or more exempt purposes or to another 501 (c)
(3) organization. See Publication 557 (described below)
for sample language. |
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Registered Agent and Principal Office: The Registered
Agent is the person responsible for receiving any legal
notices.
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Code of Regulations (By-Laws)
If the Articles can be thought of as the title to the car,
the code of regulations (or by-laws) are the owner's manual
- a detailed plan for the operation of the organization. Items
to consider include:
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Board Members:
Terms of members; who votes for board; when are elections
held; how many board members will you have; how will vacancies
on the board be handled. |
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Officers:
What officers will the group have; how are they elected;
how long is their term; how can they be removed. |
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Powers of
Directors and Officers: Critical section of the code
of regulations should describe, in detail, the role of
the board and officers. The code of regulations should
also address indemnification for the officers and directors.
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Meetings
of Board: How many members constitute a quorum; how
often will the board meet; how are special meetings of
the board called. |
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Committees:
What standing committees will the group have (i.e., executive,
development, nominating, programs, financial, marketing,
etc.); are committees made up only of board members or
may others be involved. |
Now onto the next step - IRS
Filing for Nonprofits »»
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Download |
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Checklist: What you
Need to File [.pdf] |
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IRS: Life Cycle of
a Public Charity [.pdf] |
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Legal Guide for Nonprofit
Organizations (State of Ohio) [.pdf] |
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Nonprofit Forms Required
by the State of Ohio [Download
from list] |
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