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Nonprofit Organizations Operating and Organizing Documents

January 30, 2012

Are your organizations documents public? Should they be?

The IRS Form 990 has a question asking if your organization’s organizing documents (bylaws and articles of incorporation) and other documents (conflict of interest policy and others) are available to the general public and, if so, how are they available. Are they available upon request or are they posted on the internet at your website, etc?

This raises a few questions. Is a not-for-profit corporation a public entity? Are these documents public documents?

In the U.S., nonprofit organizations are formed by filing bylaws and articles of incorporation in the state in which they expect to operate. The act of incorporating creates a legal entity enabling the organization to be treated as a corporation by law and to enter into business dealings, form contracts, and own property as any other individual or for-profit corporation may do. In general, there are no laws that require the public disclosure of the above items for nonprofit organizations.

Bylaws are not public documents – they are the internal rules and regulations that guide your board’s activities. However, they have been filed when your organization applied to the IRS for recognition of its tax-exempt status. And, since that application is available to the public per IRS regulations, the bylaws are also available to the public.

Nonprofit organizations perform a public service and operate with a public subsidy in the form of their exemption from income tax and, in most states, sales taxes. There is, therefore, a greater sense of public accountability inherent in the nonprofit corporation vs. the for-profit corporation. Your willingness to make available all of the organizing documents as well as significant policies such as your conflict of interest policy increases your accountability and transparency to the public. Such a posture can only help you in the long run and enhance your reputation with the public.

Does your nonprofit make organizing documents and significant policies available to the public? What guidelines do you use when making this decision?

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