Lawyer Protocol for
Creating Non-Profit Corporation

1.   Opening email
  • Prepare and send an opening email to the client using THIS template.  The text in the template asks the client to complete and return a credit card authorization form for the one time $25 fee (there is a hyperlink in the template to access the form).
2.   Get the information from the client
  • Send an second email to the client requesting the needed information.  Use the text found in THIS template. The text in the template refers to a questionnaire in the form of a word processing file that is to be filled on and returned (CLICK HERE to download the DOCX questionnaire that will be attached to the email).

  • CHECK NAME AVAILABILITY:  After the client responds check sunbiz.org to make sure the name chosen for the entity is available
3.   Download the templates for creating the forms (in a compressed "zip" file).  The collection is comprehensive.  You will not be using all of the forms in the collection.

4.   Customize the documents in the Forms Collection
  • Prepare: Articles of Incorporation, "cover letter", Bylaws, and Actions by Consent of Incorporator

  • Note on Articles of Incorporation

    • Review Florida Statutes for the requirements for creating articles of incorporation (be sure to review the requirements for naming the corporation)

    • The forms collections contains different versions of the Articles of Incorporation (depending on what type of IRS exemption is being sought by the client)

      1. One suitable for an organization seeking a 501(c)(3) exemption
      2. One suitable for an organization seeking a 501(c)(4) exemption
      3. One suitable for an organization seeking a 501(c)(6) exemption

    • Already Incorporated,? - If the nonprofit has already been incorporated:

      • Go to sunbiz.org and view the Articles of Incorporation to determine if it contains all of the IRS required language (in order for the corporation to meet the IRS's "organizational test"

      • Prepare Amendments if Needed.  If the existing Articles of Incorporation fail to meet the IRS "organizational test" (because some of the IRS required language is missing) prepare Articles of Amendment and deliver them to the client for filing - before doing so review the relevant requirements of Florida Statutes

        • Prepare "Articles of Amendment" that meet the requirement of FS 617.1006
        • CLICK HERE for "cover letter" to accompany delivery to the Florida Department of State.
          • /home/john/homepage/fiuclinic/sbc/protocols/docs/
        • CLICK HERE for email to accompany delivery of documents to client with instructions

    • Note on Bylaws

      • The template collection has four versions of the bylaws (which differ from each other primarily on the method and manner of appointing and removing directors).

        1. Self Perpetuating:  directors appointed & removed by existing directors
        2. Membership:  directors elected & removed by the "members"
        3. Single Member:  directors appointed & removed by a single "member"
        4. Collaboration:  directors appointed & removed by specified entities

      • Always Use Version #1 unless there is some very specific reason for using another

      • Numbers #3 and #4 are are rarely used.  Almost all clients of the Clinic are given #1 ("self perpetuating") without consultation unless it is known for certain that the client wants to create a "membership" organization

      • The template for the "Actions by Consent of Incorporator" (adopting the bylaws) has attached to it version #1.  If the bylaws required for a particular client is not version #1 edit the Actions by Consent of Incorporator document to swap in the desired bylaw version.

    • Optional Document

      • Membership application:  use only if the bylaws state that the corporation shall have "members" and that those members select the directors (version #2 above).

    5.   DOCUMENT DELIVERY:  The documents can be delivered to the client either as a paper letter with the documents enclosed or as an email with the documents attached. . A paper delivery is preferred but an email delivery is acceptable (depending on the student's circumstances).

    • Prepare the letter or email that will accompany delivery of the documents to the client.

      • PAPER DELIVERY:  Use THIS template to create a paper letter version of the delivery message.

        • If using the paper version, the letter and its enclosures will be mailed to the client by the US Postal Service.  Before mailing the student will scan the signed letter and all of the enclosures into a single PDF file and then, soon after the paper mailing, email it to the client as an attachment (and then upload it to ClinicCases).

      • EMAIL DELIVERY:  Use THIS template to create the email version of the delivery message.

    6.   Overview of Steps to be Followed by Client After Document Delivery:

    • As instructed in the delivery message, the client must mail the Articles of Incorporation and "cover letter" to the Florida Department of State.

    • Also as instructed, the client (as "incorporator") must sign the "Actions by Consent of Incorporator" and then store it in a paper (or digital) folder labeled "minute book".  Signing this document completes the internal organization of the corporation.  This document accomplishes the following:

      • appointment of the initial directors
      • appointment of the initial officers
      • authorization to open bank account
      • authorization to file for IRS exempt status
      • adoption of the bylaws (which are attached as an exhibit)
      • adoption of Conflict of Interest Policy (which are attached as an exhibit)