Spring 2009 Convention Inter - Chapter Luncheon Steps to Incorporation

1. Spring 2009 Convention Inter - Chapter Luncheon Steps to Incorporation

2. To Become a Chapterthen… • Chapter Name • By Laws • Federal Employer Identification Number (EIN) • Bank Account • Chapter Charter

3. To Become a ChapterNOW… • Chapter Name • By Laws • Federal Employer Identification Number (EIN) • Bank Account • Chapter Charter • Incorporate in Your State • Apply to IRS for Non Profit 501 (c) (6)

4. Chapter Name • International Concrete Repair Institute – North Texas Chapter or • Arizona Chapter of the International Concrete Repair Institute

5. By Laws • Details about operations • Name • Object • Members • Officers • Meetings • Executive Board • Committees • Authority • Amendments

6. Then… • Federal Employer Identification Number (EIN) • Obtained by IRS form SS-4 • Bank Account • A checking account in the chapter’s name • Chapter Charter • ICRI National Approval of Chapter

7. The 990 Change • Why the change at the IRS? • IRS wants to know what’s going on inside nonprofit organizations • To file you must be a 501(c) (6) organization • ICRI is • Chapters are not

8. Organizational Problems • What happens if we are not a non-profit? • You should be paying taxes like any other corporation • Aren’t we under ICRI’s exemption? • No, Each chapter a separate legal organization. No group exemption.

9. Step One - Incorporate • Incorporate with your state • Every state has different processes, forms, paperwork • Prepare Articles of Incorporation • They are rules governing the management of a corporation • The Articles of Incorporation introduce your organization to government agencies • Your By-Laws are designed to introduce your organization to the members they serve.

10. Step One - Incorporate A corporation's Articles of Incorporation generally provide information such as: • The corporation's name, which has to be unique from any other corporation in that jurisdiction. • The name of the persons organizing the corporation, usually members of the board of directors. • Whether the corporation is a stock or non-stock corporation – CHOOSE NON-STOCK

11. Step One - Incorporate • Whether the corporation's existence is permanent or limited for a specific period of time. • A corporation must state the purposes for which it is formed. Some jurisdictions permit a general statement such as "any lawful purpose" but some require explicit specifications.

12. Step One - Incorporate • Example: The corporation is organized exclusively to promote a common business interest and improve business conditions of a line of business with the meaning of Section 501 (c) (6) of the IRS Code of 1986. In furtherance of these purposes, but not by way of limitation, the purpose of this organization is the promotion of higher business standards, better business methods and improvement of business conditions in the concrete restoration, repair and protection industry through the education of its membership.

13. Step One - Incorporate • If a non-stock corporation, whether it is for profit or non-profit. • In the United States, if a corporation is to be organized as a non-profit, to be recognized as such by the IRS, such as for eligibility for tax exemption, certain specific wording must be included stating no part of the assets of the corporation are to benefit the members. • The names of the corporation's current Board of Directors. • The location of the corporation's "registered office" - the location at which legal papers can be served to the corporation if necessary. Some states further require the designation of a Registered Agent: a person to whom such papers could be delivered.

14. Step One - Incorporate • File the Articles of Incorporation with the appropriate state officials or agency to be recognized as incorporated. • You will need your By-Laws and approved Articles of Incorporation to be filed along with your Form 1024 in order to be recognized under section 501 (a).

15. Form 1024 • Apply to become a non-profit with IRS • Form 1024 (19 pages) • Articles of Incorporation • By-Laws • Form 8718 • IRS will issue a Determination Letter

16. Form 1024 • Form 1024 is 19 PAGES!!!!!!! • Worry about pages 1-5 and 9 only.

17. Form 1024 • Part I • First choose (d) • Section 501 (c) (6) • Business leagues, chamber of commerce, etc.

18. Form 1024 Starting with number 1 • Name • President’s name • Address • City, State and Zip Code • Web site (if applicable)

19. Form 1024 • EIN # • Name and phone • End of accounting period • Date of incorporation • No • No • Choose option A – Corporation - end of page 1 -

20. Form 1024 Part II • Narrative Description of Activities • Type of event • Purpose of event • General frequency of this type of event • Where held (be general, no single location or specific) • Who conducts the event (by the Board members, etc.)

21. Form 1024 Part II 2. List sources of financial support • Event fees • Event sponsors • Dues • Ad revenue from newsletters • Other sources - end of page 2 -

22. Form 1024 Part II 3. (a & b) Provide a list of Officers and Directors Include name, address, title in chapter organization and compensation - Zero 4. Not applicable 5. List the International Concrete Repair Institute 6. The chapter has no stock

23. Form 1024 Part II 7. Types of Members Member of the chapter are members of ICRI. Include types of members and number General Member, students, lifetime, honorary, etc. 8. Dissolution – use statement from By-Laws - end of page 3 -

24. Form 1024 Part II 9. No – we are non-profit 10. No – the group goes not charge for their services • No payments to shareholders • No, the chapter does not provide insurance • Not under supervision • Property lease – you can mention rentals of space for meeting, but only if you have a contract

25. Form 1024 Part II 15. No political influence 16. Attach copies of a few recent newsletters or communications to members regarding upcoming or planned activities. - end of page 4 -

26. Form 1024 Part III Statement of Revenue and Expenses Basic information that is the same as the financial reporting for ICRI and Chapter Awards forms - end of page 5 –

27. Form 1024 Pages 6 through 19 are all for a varies of other organizations filing under Section 501 (a) C9’s C4’s, C7’s, etc. On Page 9 you can refer back to Part II, Question 1 – your narrative regarding types of meeting and events you provide the members

28. YOU HAVE JUST COMPLETE ALL THE STEPS

29. The Best Advice… • Talk to your professional (Lawyer/Accountant) • Non-profit experience a plus I have the name and number of a great firm that is willing to work with you on this process. There may be some issues with certain states, but it will be discussed up front.

30. QUESTIONS?