AboutHarvey Mechanic Expertise US Federal tax issues of nonprofit 501(c)(3) public charities only. Establishing and maintaining legal requirements for such non-profit organizations in the United States, including Internal Revenue service filings and requirements. I will not be working on this free forum to answer questions about Nonprofit's unrelated or for-profit businesses or how to fill out forms. This forum is only for general questions about federal tax law, not as the law applies to your specific situation.
To search my previous answers you can do a Google search: site:allexperts.com/q/nonprofit [with your other search terms appended].
Experience I have been practicing law and especially the law of nonprofit organizations since 1990 when I was admitted to the New York Bar.
Education/Credentials B.S. Columbia University in New York City, 1970
J.D. (Law Degree) Brooklyn Law School, 1990 -- Cum Laude
Question QUESTION: I am a member of a Nonprofit Mutual Benefit Corporation. Recently, we have discovered two, inconsistent copies of our By-Laws, both with the same date. One copy says our annual meeting is to be held in September and one says it is to be held in January. We have missed the September deadline if, in fact, that is the correct copy. We are looking into that now. However, if it turns out we missed the deadline, (a) is there anything we need to do beyond scheduling a meeting as soon as possible, and (b) are there any legal ramifications with which the Board of Directors need to be concerned?
ANSWER: Unless someone within the organization objects, there will not be any issue. I suggest that you try to discover which of the bylaws is the valid copy. If you can not discover that, then I suggest that the organization confirm one of the particular texts, by the same means that would be required for now to amend the bylaws. Your issues are controlled by state law and states may differ somewhat with how they would treat such issues. Even though this forum is not for such state law issues, if you give me your state I may be able to direct you.
If you want a copy of the bylaws sent to the IRS you may obtain a copy from them.
Anyone may request a copy from the IRS of the exemption
application of any exempt organization and there is no
fee for non-commercial requesters, but unfortunately it
takes the IRS about 60 days to mail out the information
to the requester. Form 4506A is used.
www.irs.gov/pub/irs-pdf/f4506a.pdf
The bylaws would have been part of the application.
Harvey Mechanic, Attorney at Law -
Harvey108@hotmail.com
---------- FOLLOW-UP ----------
QUESTION: Thank you, Harvey. Our state is California, and we do have one member who seems to take issue with everything. That's why I asked. So, what kind of trouble are we in?
Answer You are not in any trouble. The member certainly would have a cause of action in state court requesting a judge to order a meeting and to rule which of the copies of bylaws is, in fact, the bylaws of the organization. Most members would not go to that trouble, right? The procedure is discussed at: http://bit.ly/gcNZ4
In any case, http://snipr.com/ay58c starting at §7110 is the California Nonprofit Mutual Benefit Corporation Law.
Specifically, http://bit.ly/3VTWry allows for the Board to amend the bylaws in certain circumstances.
Harvey Mechanic, Attorney at Law -
Harvey108@hotmail.com
