Confusion on Bylaws

[danharrop]

We are currently operating under some, admittedly, vague bylaws. I need someone to look at three pages of bylaws (all there are) and give an opinion of whether (1) the officers have to be members of the corporation at the time of their election (or can they be elected and join later at the time they take up the office; the bylaws do not seem to require them to actually be members at the time of their election, but this strikes some as odd) and (2) does only having an "Executive Committee" invalidate the bylaws (bylaws written in 1991; in 2011 we understand, only now, that the state of CT changed its laws to require a "Board of Directors" which we do not now have), and (3) does that create such an emergency that we must immediately change our bylaws at a special meeting, thereby clearly violating a provision in the bylaws that state they can only be amended at our annual meeting (which is normally in October).

[AFFA]

I wish to inform you that generally if by laws do not require a person to be member at the time of electon then person can join after getting elected. As regards executive council or board if your corporation is not for profit then under Sec. 33-1081 the directors and board of directors may be designated by such other names as may be provided in the certificate of incorporation or bylaws and hence your executive council may act like board of directors and at annual general meeting however you may take steps to name it as board of directors.

AFF

If its a small nonprofit with less than 10,000 dollar budget do we even HAVE to have by-laws?
We do things by consensus and informally.

[adjusterjack]

Originally Posted by jake58

If its a small nonprofit with less than 10,000 dollar budget do we even HAVE to have by-laws?
We do things by consensus and informally.

Section 33-1030 - Bylaws. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision for managing and regulating the affairs of the corporation that is not inconsistent with law or the certificate of incorporation.

So, yes, you have to have by-laws.

But if doing things by consensus and informally works for you, I wouldn't sweat it. At least until somebody raises an issue that results in litigation.

Informal is OK until there is a problem, then informal is not OK.

Familiarize yourself with the statutes.

Chapter 602 - Nonstock Corporations :: 2014 Connecticut General Statutes :: US Codes and Statutes :: US Law :: Justia

http://www.legaljunkies.com/showthread.php?t=82985

The conversation above may also be of interest for you. It's easy to review, short.

Thanks to all of you!
Very helpful!

Originally Posted by Wenton

http://www.legaljunkies.com/showthread.php?t=82985

The conversation above may also be of interest for you. It's easy to review, short.

So as I understand it all here a local touch football nonprofit that we formed, with 2000 dollar budget does NOT need to register right away if ever...

Is that right?

You do not have to file and get approval to operate the tax exempt that size, that is correct.

But you are still subject to possible audit of course.

And the simple 990-N postcard may still need to be filed.

See the link in the posts above and discussion.

Click on the link in post 5 above and read through that material as well.
It explains fairly well, briefly, why you need not file anything except possibly the postcard, if your budget is that small and you just formed.

But you indeed still will be a legitimate nonprofit.