Re: Bob you make a perfect argument....
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Collection
Title:
Re: Bob you make a perfect argument....
Text:
In a message dated 2/3/99 6:56:39 AM Central Standard Time, <Email Address Redacted>
writes:
<< but according to Roberts' Rules of Order and our own By-Laws, isn't any
change to By-Laws required to be put before the body a defined amount of time,
(one year, I believe) prior to a vote? Again, if I'm not mistaken, the motion
to amend or change the By-Laws must be made at one general assembly then voted
upon at the next. >>
Joe,
I am not up on parliamentary procedures either. AOPA, ABC, AAOP I believe are
all 501c3 corporations and the new organization would also be a 501c3
corporation. The vote I believe would would not be a bylaw change but a vote
to dissolve AOPA, ABC, AAOP. Following is general wording used in the Articles
of incorporation to meet the IRS requirements for a 501c3 corporation.
Upon the dissolution of this corporation, its assets remaining after payment,
or provision for payment, of all debts and liabilities of this corporation
shall be distributed for one or more exempt purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the
federal government, or to a state or local government, for a public purpose.
It is legal for a 501c3 corporation to distribute its assets to another 501c3
corporation. Which I think would be the logical thing to do. I went through
this stuff about a year ago with an air museum up here, Planes of Fame East,
and the organization I helped found and am VP. American Aviation Heritage
Foundation, Inc.
The incorporators of the new organization file the Articles of incorporation
within the state of incorporation, most likely Delaware. This is a short form
with minminal information that can be done anytime by one or two people. We
(members of AOPA and AAOP), the way I understand it, will be discussing and
voting on the Bylaws of the new organization. The Articles of incorporation,
documents from the State, and Bylaws will be sumitted to the IRS along with a
completed Form 1023, with the details and required forms (990) of the new
organization for a ruling by the IRS for tax exempt status under 501c3.
The mechanics of how one votes legally and binding on the Bylaws of an
organization that you might not be a member of is one for the parliamentarian
to work on. This is some of the same discussion we had with ACPORS.
If you are interested Joe you can download these forms and instruction
booklets as an Acrobat file from the IRS web site at
<URL Redacted>
I think most of our discussions will be about the membership structure, voting
rights, dues, election of officers, terms of office, and things like that.
During the transition phase between the organizations we are going to have to
take a leap of faith and I feel comfortable with our present leadership if
this is the wish of the majority.
I could be wrong on this and am willing to be corrected.
Al Pike, CP
writes:
<< but according to Roberts' Rules of Order and our own By-Laws, isn't any
change to By-Laws required to be put before the body a defined amount of time,
(one year, I believe) prior to a vote? Again, if I'm not mistaken, the motion
to amend or change the By-Laws must be made at one general assembly then voted
upon at the next. >>
Joe,
I am not up on parliamentary procedures either. AOPA, ABC, AAOP I believe are
all 501c3 corporations and the new organization would also be a 501c3
corporation. The vote I believe would would not be a bylaw change but a vote
to dissolve AOPA, ABC, AAOP. Following is general wording used in the Articles
of incorporation to meet the IRS requirements for a 501c3 corporation.
Upon the dissolution of this corporation, its assets remaining after payment,
or provision for payment, of all debts and liabilities of this corporation
shall be distributed for one or more exempt purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the
federal government, or to a state or local government, for a public purpose.
It is legal for a 501c3 corporation to distribute its assets to another 501c3
corporation. Which I think would be the logical thing to do. I went through
this stuff about a year ago with an air museum up here, Planes of Fame East,
and the organization I helped found and am VP. American Aviation Heritage
Foundation, Inc.
The incorporators of the new organization file the Articles of incorporation
within the state of incorporation, most likely Delaware. This is a short form
with minminal information that can be done anytime by one or two people. We
(members of AOPA and AAOP), the way I understand it, will be discussing and
voting on the Bylaws of the new organization. The Articles of incorporation,
documents from the State, and Bylaws will be sumitted to the IRS along with a
completed Form 1023, with the details and required forms (990) of the new
organization for a ruling by the IRS for tax exempt status under 501c3.
The mechanics of how one votes legally and binding on the Bylaws of an
organization that you might not be a member of is one for the parliamentarian
to work on. This is some of the same discussion we had with ACPORS.
If you are interested Joe you can download these forms and instruction
booklets as an Acrobat file from the IRS web site at
<URL Redacted>
I think most of our discussions will be about the membership structure, voting
rights, dues, election of officers, terms of office, and things like that.
During the transition phase between the organizations we are going to have to
take a leap of faith and I feel comfortable with our present leadership if
this is the wish of the majority.
I could be wrong on this and am willing to be corrected.
Al Pike, CP
Citation
“Re: Bob you make a perfect argument....,” Digital Resource Foundation for Orthotics and Prosthetics, accessed November 2, 2024, https://library.drfop.org/items/show/211211.
