Non-Profit Corporate Certificate of Incorporation (5 Pages), Organizational Minutes of Trustees of Non-Profit Corporation (2 Pages), and By-Laws Of A Non-Profit Corporation (16 Pages)

Please Note: Each of the forms in this package may be purchased individually and are listed elsewhere as such.
Non-Profit Corporate Certificate of Incorporation
This Form is the Certificate of Incorporation of a non-profit corporation. It should be incorporated under the non-profit corporation statute of the state in which it will do business. It is intended that this corporation will apply for federal tax exempt status under Section 501(c)(3) of the Internal Revenue Code. Note the various prohibitions on profit-making activities and the requirement that upon dissolution, all of the assets of the corporation must pass to another exempt organization – not to the private benefit of any individual.
Organizational Minutes of Trustees of Non-Profit Corporation
This Form is a Unanimous Consent in lieu of a meeting of the Trustees to organize a non-profit corporation and approve and adopt the other documents necessary in the formation of the entity. This document also elects the officers of the corporation. If an actual meeting were held, formal minutes would accomplish the same ends as this Unanimous Consent.
When a client is creating a tax- exempt entity or a private foundation as part of his or her estate plan, the formation document of the tax-exempt entity, appropriate corporate by-laws and this Form of Consent are among the documents the IRS requires to approve the application for tax exemption.
By-Laws Of A Non-Profit Corporation
This is a Form of By-laws for a non-profit corporation that will apply to the IRS for tax-exempt status as a private foundation. The By-laws are designed to address and comply with all of the IRS requirements in connection with self-dealing, disposition of assets upon dissolution, etc.
Note that this corporation begins with the designation of Members. The Members then select trustees, who in turn select the corporate officers. Typically, the Members are persons of the family that will be providing the consideration for the foundation. They may, but need not, also serve as trustees. Being designated as Members may give the founding family a greater sense of control over the corporation. If desired, the “level” of Members may be eliminated, and the corporation managed by its trustees who will, in turn, designate the officers of the corporation.
Author:
Steven G. Siegel is president of The Siegel Group, a Morristown, New Jersey - based national consulting firm specializing in tax consulting, estate planning and advising family business owners and entrepreneurs. Mr. Siegel holds a BS from Georgetown University, a JD from Harvard Law School and an LLM in Taxation from New York University.
He is the author of several books, including: Planning for An Aging Population; Business Entities: Start to Finish; Taxation of Divorce and Separation; Income Taxation of Estates and Trusts, Preparing the Audit-Proof Federal Estate Tax Return, Putting It Together: Planning Estates for $5 million and Less, Family Business Succession Planning, Business Acquisitions: Representing Buyers and Sellers in the Sale of a Business; Dynasty Trusts; Planning with Intentionally-Defective Grantor Trusts; The Federal Gift Tax: A Comprehensive Analysis; Charitable Remainder Trusts, Grantor Trust Planning: QPRTs, GRATs and SCINs, The Estate Planning Course, The Retirement Planning Course, Retirement Distributions: Estate and Tax Planning Strategies; The Estate Administration Course, Tax Strategies for Closely-Held Businesses, and Tort Litigation Settlements: Tax and Financial Issues.
Mr. Siegel has lectured extensively throughout the United States on tax, business and estate planning topics on behalf of numerous organizations, including National Law Foundation, AICPA, CCH, National Tax Institute, National Society of Accountants, and many others.  He has served as an adjunct professor of law at Seton Hall and Rutgers University law schools.
The Siegel Group provides consulting services to accountants, attorneys, financial planners and life insurance professionals to assist them with the tax, estate and business planning and compliance issues confronting their clients. Based in Morristown, New Jersey, the Group has provided services throughout the United States. The Siegel Group does not sell any products. It is an entirely fee-based organization.Contact the Siegel Group through its president, Steven G. Siegel, e-mail: [email protected].