Articles of Incorporation & Bylaws

You may have heard of articles of incorporation and bylaws, but what do those terms even mean and how do you create them for your group?

Keep reading to answer these questions and more!

Defining the Terms

Your articles of incorporation and bylaws are the legal foundation of your organization. These may be foreign terms, so here are some quick definitions:

Articles of incorporation are a set of formal documents filed with a government body to document the legal creation of a corporation. In the US, they are generally filed with the Office of the Secretary of State in the state where you’re incorporating.

Your group’s bylaws are the internal rules that govern how your group operates. They are set out in a formal written document and adopted by your group’s board of directors. Your bylaws ensure consistency in procedures and guidelines, regardless of who comes and goes from your group.

Articles of Incorporation

Your homeschool group is not required to adopt articles of incorporation (i.e. incorporate), however, some groups should incorporate, especially if they will be serving many families or offering higher-risk services like sports. You can check out this podcast by CPA Carol Topp to learn more about the specific benefits of incorporation. HSLDA recommends consulting a local small business attorney to determine if it is in your group’s best interest to incorporate.

For the most part, articles of incorporation are exclusively used outside of your group to establish your legality and enable you to operate as a business.

You may not think of your homeschool group as a business (and that’s okay!), but there are several reasons why setting your group up in this way can be helpful. For example, once you have filed your articles of incorporation, your group is able to do things like open a bank account and apply for insurance coverage.

Each state has its own requirements for articles of incorporation. The requirements for your articles of incorporation may include your group’s:

• Official name
• Address (this can be the home address of the group’s founder or a P.O. Box established for the group)
• Purpose (for a homeschool group, usually educational and/or religious)
• Duration (typically perpetual/permanent, unless you know you will only operate for a limited period of time)
• Name and address of your registered agent
• Names of your board of directors/governing board (usually at least three members are required: president, treasurer, and secretary)
• Potential additional statements for tax liability if you will be a 501(c)(3)

HSLDA strongly recommends that you contact a lawyer in your state to review your articles for legal accuracy. Christian Legal Society is a great resource to help you find a local attorney. You could also contact  Charitable Allies for assistance with incorporation.

Bylaws

Your bylaws govern your organization at a board level and are different from your day-to-day operational policies (e.g., your membership policy or code of conduct). They summarize important procedures, including requirements to be on the board, procedures related to decision making and voting, and other important organizational processes.

By creating bylaws, you ensure that everyone understands and operates under the same rules. You also create transparency in how your group is run and provide an avenue for resolving disputes in decision making.

Typically, bylaws are created once your group is formally incorporated through the filing of your articles of incorporation. In some states, incorporated groups are legally required to have bylaws. However, even if you are not incorporated, it is good practice to have bylaws in place. Your state may have requirements for what is to be included in your bylaws, and we recommend you contact a small business attorney in your state with any questions.

Here are several things you could include in an organization’s bylaws:

• Name and location
• Purpose
• Board structure including minimum and maximum number of members, term length, processes for removing directors and filling vacancies, qualifications, conflict of interest rules, etc.
• Procedures for conducting meetings including how often, when special meetings may be called, meeting notice requirements, chairing meetings in the president/chairperson’s absence, quorums, voting policies and procedures, etc.
• Guidelines for selecting officers including officer titles (president, secretary, etc.) selection process, roles and responsibilities, and reporting requirements (which are specific to each officer, i.e., the secretary and treasurer are typically required to give a report at each board meeting).
• Other provisions (e.g., signing authority required for financial decisions, procedures for amending bylaws, indemnification, etc.)

Adoption of Documents

Usually, the first board meeting is used to formally adopt both the articles of incorporation and bylaws for your group. The bylaws are in effect once adopted by the board of directors and can be amended over time by a vote of the board (or a vote of all group members, if so determined by your bylaws) to fit the changing needs of your group.

Once your bylaws are approved, it is important that you keep them on record as a group. Some states may require a particular officer to be responsible for custody of corporate records like bylaws. While bylaws usually don’t need to be filed, it is important that they be available if required by the IRS. Also, you should consider reviewing and updating them every few years or as necessary.