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Subjects: LCSH: Nonprofit organizations United States Management | Nonprofit organizations Law and legislation United States | Nonprofit organizations United States Records and correspondence Classification: LCC HD62.6 (ebook) | LCC HD62.6 M367 2018 (print) | DDC 658.4/56 dc23 LC record available at https://lccn.loc.gov/2017033355 This book covers only United States law, unless it specifically states otherwise Copyright © 2008, 2011, and 2018 by Anthony Mancuso All rights reserved The NOLO trademark is registered in the U.S Patent and Trademark Office Printed in the U.S.A No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, or otherwise without prior written permission Reproduction prohibitions not apply to the forms contained in this product when reproduced for personal use For information on bulk purchases or corporate premium sales, please contact the Special Sales Department Call 800-955-4775 or write to Nolo, 950 Parker Street, Berkeley, California 94710 Please note We believe accurate, plain-English legal information should help you solve many of your own legal problems But this text is not a substitute for personalized advice from a knowledgeable lawyer If you want the help of a trained professional—and we’ll always point out situations in which we think that’s a good idea—consult an attorney licensed to practice in your state Acknowledgments The author thanks Diana Fitzpatrick for editing this edition A big thanks to the entire Nolo team for helping me put together and publish another consumer law book for hardworking nonprofits About the Author Anthony Mancuso is a corporations and limited liability company expert A graduate of Hastings College of the Law in San Francisco, Tony is an active member of the California State Bar, writes books and software in the fields of corporate and LLC law, and has studied advanced business taxation at Golden Gate University in San Francisco He also has been a consultant for Silicon Valley EDA (Electronic Design Automation) and other technology companies He is currently employed at Google in Mountain View, California Tony is the author of many Nolo books on forming and operating corporations (profit and nonprofit) and limited liability companies Among his current books are How to Form a Nonprofit Corporation; The Corporate Records Handbook; Incorporate Your Business; Form Your Own Limited Liability Company; and LLC or Corporation? His books and software have shown over 500,000 businesses and organizations how to form and operate a corporation or an LLC Tony is a licensed helicopter pilot and has performed for years as a guitarist CHAPter Table of Contents Introduction 101—Understand and Organize Your Records Housekeeping Your Key Organizational Documents Organize Your Corporate Records 13 Looking Up the Law Yourself 15 State Corporate Filing Offices .18 When to Consult a Professional 19 Board or Member Approval— Obtaining Meetings and Written Consents 21 When Is Board Approval Required? 22 When Is Membership Approval (or Ratification) Required? 23 How Boards (and Members) Take Action .24 Why You Need to Document Key Corporate Decisions 29 Steps—How to Call, Notice, and Prepare Premeeting for Your Meeting 31 Premeeting Steps—An Overview .32 Going Through the Steps 34 Big Day—Holding Your Meeting .69 The Decide What Rules You’ll Follow 70 Gather at Your Meeting Location .70 Appoint a Chairperson and Secretary 71 Call the Meeting to Order .72 Make Sure That a Quorum Is Present .72 Get Down to Business .76 Approving Resolutions 80 Voting Rules for Directors and Members .83 The End: Adjourn the Meeting 88 for Directors’ Annual and Special Meetings 89 Minutes Some Basics on Minute-Taking 90 Preparing Minutes for an Annual Meeting of Directors 92 Preparing Minutes for a Special Meeting of Directors 101 for Members’ Annual and Special Meetings .111 Minutes Some Basics on Minute-Taking 112 Preparing Minutes for an Annual Meeting of Members .113 Preparing Minutes for a Special Meeting of Members 124 to Take Action by Written Consent 135 How Check Your Written Consent Rules 137 Prepare the Written Consent Form 138 Place Signed Consent Forms in Your Corporate Records Book 141 Beyond This Book 143 Help How to Find the Right Lawyer 144 How to Find the Right Tax Adviser 150 Appendixes to Use the Downloadable Forms on the Nolo Website 151 A How Editing RTFs 152 List of Forms 153 to Locate Nonprofit Corporation Resources Online 155 B How State Corporate Filing Office Website 156 State Tax Office Website 156 State Corporation Law Lookup Website 157 and Minutes Forms 159 C Meeting Call, Notice, and Meeting Preparation Forms Membership Roster 160 Meeting Summary Sheet 161 Call of Meeting .162 Meeting Participant List 163 Notice of Meeting 164 Waiver of Notice of Meeting 165 Acknowledgment of Receipt of Notice of Meeting 166 Proxy 167 Approval of Minutes 168 Minutes and Consent Forms Minutes of the Annual Meeting of Directors 169 Minutes of Special Meeting of Directors 173 Minutes of Annual Meeting of Members 176 Minutes of Special Meeting of Members 180 Written Consent to Action Without Meeting .183 Index 185 Index A Absences (from meetings), 84, 97, 106, 107, 118 quorum requirements and, 72, 74, 75–76 written consent forms from absent directors or members, 136 Abstentions, 83, 85 Accountants See Tax advisers Acknowledgement of receipt of notice, 62–64, 166 Action by written consent, 135–141 appropriate situations for, 26, 136 basics, 12–13, 14, 24, 136–138 form and instructions, 138–141, 183 Ad hoc committees See Committees; Reports and recommendations Adjourned (continued) meetings, 51, 88 Adjourning meetings, 88 describing in minutes, 101, 109, 124, 133 Advisory committees, 33, 73 See also Committees; Reports and recommendations Agendas, 56, 61 going through, at meeting, 71, 72 preparing, 59–60 Amending articles of incorporation board approval, 22, 100, 102, 109 difficulty of, 6, 10 member ratification, 24, 74, 133, 140 resolutions for, 100, 102, 109, 133, 140 special quorum and voting rules, 74, 86 Amending bylaws, 6, 10, 22, 74 resolutions for, 60, 123, 133 Annual meetings of directors basics, 26, 27, 29 calling of meeting not required, 39, 44 draft resolutions for, 100 minutes basics, 90–92 minutes form and instructions, 93–101, 169–172 notice basics and requirements, 52, 97 notice form and instructions, 53–56 See also Election of directors Annual meetings of members basics, 26, 27, 29 calling of meeting not required, 39, 44, 119 minutes basics, 112–113 minutes form and instructions, 114–124, 176–179 notice basics and requirements, 52–53, 119 notice form and instructions, 53–56 Annual statement filings (state corporate filing offices), 18 186 | NONPROFIT MEETINGS, MINUTES & RECORDS Articles of incorporation amendment approvals, 22, 24, 74, 86, 102 amendment resolutions, 100, 109, 123, 133, 140 basics, 5–6 difficulty of amending, 6, 10 special voting rules in, 86, 87 storing, 13–14 Asset sales, approvals of, 22, 24, 86 Attorneys See Lawyers B Background materials (for meetings) See Information packets Bank loan resolutions, 60, 108, 140 Board committees See Committees; Reports and recommendations Board of directors See Directors; Directors’ meetings Bylaws amending, 6, 10, 22, 74 amendment resolution, 60, 123, 133 authorization to call meetings in, 39 basics, 7–8, 10 including descriptive information in, keeping them current, meeting notice rules in, 50 meeting rules in, 7, 28, 33 membership ratification requirements in, 23 special voting rules in, 86, 87 storing, 13–14 C Calling of meetings, 32, 39–45, 125 annual or regular meetings, 39, 44, 119 basics, 39–42 committee meetings, 33 form and instructions, 42–45, 162 who may call them, 32, 37, 39–41, 106, 130 Certificate of incorporation See Articles of incorporation Certification of mailing (of meeting notice), 68 Certified mail, for meeting notice, 67 Chairperson of meeting typical responsibilities, 71, 72, 78, 79, 80–81 who acts as, 71, 97, 106, 118, 129 Charter See Articles of incorporation Committees, 23 appointments to, 99 calling and notice of meetings, 33, 41, 50 meeting minutes, 23 quorum rules, 72–73 See also Reports and recommendations Conference calls, 25, 37 Conflicts of interest, 29, 92 Corporate documents, 5–14 articles of incorporation basics, 5–6 basics, bylaws basics, 7–8, 10 importance of good record keeping, 4, 13, 14, 29 INDEX | 187 membership roster or ledger, 11, 14, 46, 119, 130 minutes of first meeting, 10–11 ongoing records basics, 12–13 organizing documents and records, 13–14 organizing meeting-related documents, 34 See also Articles of incorporation; Bylaws; Minutes; Resolutions Corporate filing offices, 6, 18, 156 Corporate records book or kit, 6, 13–14 See also Corporate documents; Record keeping Cumulative voting, 86–87, 122 D Debts approvals of decisions to assume debt, 22, 60, 108, 136, 140 See also Personal liability Decision making basics, 21–29 decisions requiring board approval, 22–23 decisions requiring membership ratification, 12, 23–24, 81–82, 86, 102, 124 decisions which may be made by board committees, 33 importance of documenting decisions, 13, 14, 29 meeting types and frequency, 25, 26–28 preparing draft resolutions, 60 written consent vs real meetings, 24, 26 See also Action by written consent; Directors’ meetings; Members’ meetings; Resolutions; Voting procedures Directors approval of self-interested transactions, 29 authorized number of, 73 basic responsibilities of, 22–23 indemnification and insurance, 22 personal liability of, 1, 4, 9, 79, 81, 83–84 roster of, 14 terms of office, 87, 121 written consent rules, 137 See also Election of directors Directors’ meetings, 89–101 basics, 24, 26–28 location of, 55, 97, 106 minutes basics, 90–92, 101–102 minutes form and instructions (annual meetings), 93–101 minutes form and instructions (special meetings), 103–109 notice basics and requirements, 38, 50, 51, 52, 97, 106 notice form and instructions, 53–56 quorum rules, 73–74 voting procedures, 83–84 waiver of notice, 57 188 | NONPROFIT MEETINGS, MINUTES & RECORDS See also Annual meetings; Meeting basics; Premeeting steps; Special meetings Dissolution decisions, approvals of, 12, 24, 33, 86, 124 Draft resolutions preparing before meeting, 60, 61 See also Resolutions F E Grant acceptance resolution, 100 Election of directors basics, 24, 26, 28, 86–87, 118 election resolutions, 94, 98 frequency, 118 in meeting minutes, 94, 98, 118, 121–122 nomination procedures, 121 purpose statement in meeting notice, 38 staggered elections, 121 terms of office, 87, 121 voting procedures, 85, 121–122 Electronic meetings, 25, 37, 72 Emailed meeting information packets, 61 Emailed notice of meetings, 39, 67 Employees and employee benefits advantages of incorporation, approvals of employment decisions, 22 hiring resolutions, 60, 100, 108, 140 staff activities which not require board approval, 23 Faxed notice of meetings, 67 Forms downloading and using, 1–2, 152–153 downloading state forms, 18 Funding and fundraising, 23 G H Hiring resolutions, 60, 100, 108, 140 I Incorporation, advantages of, 1, 4, Indemnification of directors and officers, 22 Information packets, for meeting participants, 56, 61–62, 66–68, 76, 79 In-person meetings, 25 See also Meeting basics; specific types of meetings Insurance, liability, 22 Internal Revenue Code, 17 IRS website, 150 See also Tax entries INDEX | 189 L Lawsuits, indemnification of directors and officers, 22 Lawyers, 6, 13, 15 hiring and working with, 144–149 when to consult, 19 Legal advice See Lawyers Legal research and updates, 2, 8, 15–17, 157 tax law, 17, 150, 156 Liability See Limited liability; Personal liability Liability insurance, 22 Limited liability as benefit of incorporation, 1, 4, reliance on reports and, 79 See also Personal liability Loan approvals, 22, 136 resolutions for, 60, 108, 140 M Mailing notice of meetings, 67–68 Meeting basics, 24–28, 69–88 adjourning the meeting, 88 adopting rules of order, 70 appointing a chairperson and secretary, 71–72 approving minutes of prior meeting, 76–78 basic process, 32, 70–73, 76–80 considering and approving resolutions, 79–82 continued (adjourned) meetings, 51, 88 electronic meetings, 25, 37, 72 handling unfinished business, 80 location of meetings, 55, 97, 106 minute-taking basics, 90–92, 112–113 officer and committee reports, 78–79 quorum rules, 7, 72–76 types and frequency, 25, 26–28, 29 voting process and rules, 83–87 See also Minutes entries; Premeeting steps; specific types of meetings Meeting folders, 34, 101, 124, 133 Meeting notice, 49–56 acknowledgement of receipt of notice, 62–64 basics, 32, 39, 49–50 committee meetings, 33, 50 for continued (adjourned) meetings, 51 delivering the notice, 39, 52, 53, 66–68 if notice is not required by law, 39, 49–50 keeping track of notice requirements and delivery, 34–35, 38–39, 45, 67 notice form and instructions, 53–56, 164 stating purpose of meeting, 38, 50, 52, 53, 55, 56 typical state requirements, 51–53 waivers of notice, 55, 57–59 See also specific types of meetings 190 | NONPROFIT MEETINGS, MINUTES & RECORDS Meeting participant lists, 45–48, 97–98, 107, 120, 130–131 basics, 45–46 form and instructions, 47–48, 163 Meeting rules See Calling of meetings; Meeting notice; Quorum rules; Voting procedures Meeting summary sheets, 34–39, 66, 161 Members new members and voting rights, 48, 49 vs supporters, 12 written consent rules, 137–138 See also Membership nonprofits; Members’ meetings Membership certificates, 14 Membership nonprofits basics, 12 decisions requiring membership approval, 12, 23–24, 81–82, 86, 102, 124 multiple membership classes, 22, 45, 75, 86, 119 See also Members’ meetings Membership roster, 46, 119, 130, 160 basics, 11, 14 Members’ meetings, 111–133 basics, 24, 26, 27, 28, 112–113, 124–125 considering and approving resolutions, 75–76, 81–82, 132 location of, 118, 129 minutes basics, 112–113, 125 minutes form and instructions (annual meeting), 114–124 minutes form and instructions (special meetings), 126–133 notice basics and requirements, 50, 51, 52, 56, 119, 130 notice form and instructions, 53–56 participant lists, 45, 119, 120, 130–131 proxy forms and voting, 56, 62, 64–66, 84–85, 119, 130 quorum rules, 74–75, 120, 131 voting rights and procedures, 48, 84–87, 119, 121–122, 123 waiver of notice, 57 See also Annual meetings; Meeting basics; Premeeting steps; Special meetings Minutes basics, 12–13, 14 approval of prior meeting’s minutes, 76–78 directors’ meetings, 90–92, 101–102 importance as decision documentation, 14, 24, 90 members’ meetings, 112–113, 124–125 minutes record keeping, 101, 124, 133 the secretary’s minutes preparation responsibilities, 25, 32, 71–72, 90, 101, 112 Minutes of committee meetings, 23 Minutes of directors’ meetings, 89–109 approval of minutes of prior meeting, 61, 76–78, 98–99, 107 basics, 90–92, 101–102 INDEX | 191 first (organizational) meeting, 10–11, 14 minutes form and instructions (annual meeting), 93–101 minutes form and instructions (special meetings), 103–109 Minutes of members’ meetings, 111–133 approving minutes of prior meeting, 76–78, 120, 131 basics, 112–113, 124–125 minutes form and instructions (annual meeting), 114–124 minutes form and instructions (special meetings), 126–133 Minutes of prior meeting, providing and approving approval form and instructions, 77–78, 168 basics, 76 including in premeeting packet, 61, 76, 98, 107, 120, 131 noting approval in meeting minutes, 98–99, 107, 120, 131 Mission statements, Motions, 80, 91 See also Resolutions N Nonprofit associations, Nonprofit corporations advantages of incorporation, 1, 4, formal membership organizations, 11, 12 types, See also Tax-exempt status Notice of meetings See Meeting notice O Officers approvals of decisions involving, 22 indemnification and insurance, 22 See also President of corporation; Secretary of corporation Online resources downloading forms, 2, 153 lawyer referrals, 145–146 legal research and updates, 2, 157 Robert’s Rules of Order, 70 state agencies and forms, 18, 156 tax research, 150, 156 Oral calling of meetings, 41 Oral notice of meetings, 52, 62, 67 Organizational documents, 5–12 articles of incorporation basics, 5–6 bylaws basics, 7–8, 10 membership roster, 11, 14, 46, 119, 130 minutes of first meeting, 10–11 storing, 13–14 See also Articles of incorporation; Bylaws Organizational meeting, minutes of, 10–11, 14 192 | NONPROFIT MEETINGS, MINUTES & RECORDS P Parliamentary procedures, 70 Personal liability corporate formalities and, 1, for negligent or unlawful board decisions, 79, 81, 83–84 nonprofit association members, See also Limited liability Premeeting steps, 31–68 acknowledgment of receipt of notice forms, 62–64 agenda preparation, 59–60 calling the meeting, 39–45 for committee meetings, 33 draft resolutions preparation, 60 information packet preparation, 61–62, 76, 79 meeting folders, 34 meeting notice and information packet delivery, 39, 52, 53, 66–68 meeting notice form and instructions, 53–56 meeting notice requirements, 49–53 meeting participant lists, 45–48 meeting summary sheets, 34–39, 66 overview, 32 preapproval of minutes of prior meeting, 61, 76, 98, 107, 120, 131 proxies for members’ meetings, 56, 62, 64–66 waivers of notice, 55, 57–59 President of corporation, as meeting chairperson, 71, 97, 106, 118, 129 See also Chairperson of meeting Professional help lawyers, 19, 144–149 other professionals, 149 tax advisers, 19, 149, 150 Proxy forms and voting basics, 64, 84–85 notifying members of proxy rights, 56 noting proxies in meeting minutes, 119, 130 proxy forms, 62, 64–66, 167 Purpose of meeting in meeting notice, 38, 50, 52, 53, 55, 56 in minutes, 106, 118, 129 in waivers of notice, 57, 59 Q Quorum rules, 7, 72–76, 120, 131 R Real estate decisions, approvals of, 22 Record date, member voting rights and, 48, 49 Record keeping importance of, 4, 13, 14, 29 key organizational documents, 5–10 meeting-related records other than minutes, 34–39 INDEX | 193 storing documents and records, 13–14 See also Corporate documents; specific document types Regular meetings, 26–27, 37, 55 See also Annual meetings Reports and recommendations (at meetings), 11, 23, 38, 61, 78–79 describing in minutes, 99, 107–108, 122, 132 Reports, annual, to state filing offices, 18, 156 Resolutions for action by written consent, 140–141 amendment of articles, 100, 109, 123, 133, 140 amendment of bylaws, 60, 123, 133 bank loan approval, 60, 108, 140 considering and approving, 79–81 copies requested by third parties, 29 for directors’ meetings, 10–11, 91–92, 100, 108–109 election of directors, 94, 98 for first (organizational) meeting, 10–11 grant acceptance, 100 hiring resolutions, 60, 100, 108, 140 for members’ meetings, 81–82, 113, 123–124, 132–133 preparing drafts of, 60 tax year adoption, 60, 100, 108, 140 See also Voting procedures Revised Model Nonprofit Corporation Act, 16, 137 Robert’s Rules of Order, 70 S Sales of assets, approvals of, 22, 24, 86 Secretary of corporation meeting notice responsibility, 39 proxy responsibilities, 66 See also Secretary of meeting Secretary of meeting, 71–72 minutes responsibilities, 25, 32, 71–72, 90, 101, 112 other responsibilities, 76 who acts as, 71, 97, 106, 118, 129 See also Secretary of corporation Self-interested transactions, approvals of, 29 Special meetings of committees See Committees Special meetings of directors basics, 27, 101–102 member ratification of decisions taken at, 102 minutes form and instructions, 103–109, 173–175 notice form and instructions, 53–56 notice requirements, 52, 106 stating purpose of, 52, 106 who may call, 40, 106 194 | NONPROFIT MEETINGS, MINUTES & RECORDS See also Calling of meetings; Directors’ meetings Special meetings of members basics, 28, 102, 112, 124–125 minutes form and instructions, 126–133, 180–182 notice basics and requirements, 52–53, 56, 119, 130 notice form and instructions, 53–56 stating purpose of, 53, 129 who may call, 40, 130 See also Calling of meetings; Members’ meetings Staggered boards, 121 State corporate filing offices, 6, 18, 156 State law action by written consent, 137, 138 annual meeting requirements, 29 basic nonprofit governance rules, 7, 15–16 changes to, committee meetings and decisions, 33 decisions requiring membership ratification, 12, 23–24, 81–82, 124 deviating from, election of directors, 87, 118 electronic meetings, 25, 72 greater-than-majority approval requirements, 86 if meeting notice is not required, 39, 49–50 meeting notice requirements, 51–53, 129 member voting rights and procedures, 12, 66, 74, 84–85, 86–87 personal liability of directors and officers, 79, 83–84 quorum rules, 73, 74 researching, 15–16, 17 waivers of notice, 57, 59 State tax offices, 18, 156 T Tax advisers, 19, 145, 149, 150 Tax elections, 136 tax year adoption resolution, 60, 100, 108, 140 Taxes personal liability for, 1, state filing requirements, 18 state tax offices, 18, 156 Tax-exempt status in articles of incorporation, basics, bylaws and, 7, for nonprofit associations, state exemption rules, 18 types of, Tax law, researching, 17, 150, 156 Telephone conferences, 25, 37 Telephone notice of meetings, 39, 67 INDEX | 195 U Unanimity, for action by written consent, 137, 138 Unfinished business, 51, 80, 88 describing in minutes, 101, 109 V Video conferences, 25, 37 Voice votes, 81, 84, 86 Voting procedures, 83–87 abstentions, 83, 85 cumulative voting, 86–87, 122 greater-than-majority vote requirements, 86 liability of silent directors, 81, 83–84 members’ meetings, 48, 49, 84–87, 119, 121–122, 123 proxy voting basics, 64, 84–85 stating vote outcomes in minutes, 92 voice votes, 81, 84, 86 written ballots vs voice votes, 84, 86 written consent approval rules, 137–138 See also Quorum rules W Waivers of notice, 55, 57–59, 165 Written consent See Action by written consent l Online Legal Forms Nolo offers a large library of legal solutions and forms, created by Nolo’s in-house legal staff These reliable documents can be prepared in minutes Create a Document • Incorporation Incorporate your business in any state • LLC Formations Gain asset protection and pass-through tax status in any state • Wills Nolo has helped people make over million wills Is it time to make or revise yours? • Living Trust (avoid probate) Plan now to save your family the cost, delays, and hassle of probate • Trademark Protect the name of your business or product • Provisional Patent Preserve your rights under patent law and claim “patent pending” status Download a Legal Form Nolo.com has hundreds of top quality legal forms available for download—bills of sale, promissory notes, nondisclosure agreements, LLC operating vagreements, corporate minutes, commercial lease and sublease, motor vehicle bill of sale, consignment agreements and many more Review Your Documents Many lawyers in Nolo’s consumer-friendly lawyer directory will review Nolo documents for a very reasonable fee Check their detailed profiles at Nolo.com/lawyers Nolo’s Bestselling Books How to Form a Nonprofit Corporation A Step-by-Step Guide to Forming a 501(c)(3) Nonprofit in Any State $49.99 Every Nonprofit’s Tax Guide How to Keep Your TaxExempt Status & Avoid IRS Problems $34.99 Starting & Building a Nonprofit A Practical Guide $34.99 Effective Fundraising for Nonprofits Real-World Strategies That Work $29.99 Effective Fundraising for Nonprofits Real-World Strategies That Work $49.99 Every Nolo title is available in print and for download at Nolo.com Save 15% off your next order Register your Nolo purchase, and we’ll send you a coupon for 15% off your next Nolo.com order! 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Title: Nonprofit meetings, minutes, & records : how to run your nonprofit corporation so you don’t run into trouble / Attorney Anthony Mancuso Other titles: Nonprofit meetings, minutes and records. .. roster in your corporate records binder 12 | NONPROFIT MEETINGS, MINUTES & RECORDS What Is a Membership Nonprofit? No matter how many enthusiastic supporters your nonprofit has, you may not... corporate forms provider) Your corporate records book should contain: 14 | NONPROFIT MEETINGS, MINUTES & RECORDS • your articles of incorporation • your bylaws • minutes of your organizational meeting