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smithlaw1177, Attorney
Category: Business Law
Satisfied Customers: 151
Experience:  My practice handles all sorts of business law issues such as setting up corporations, LLCs, PC, as well as dissolving corps.
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I and a few other people have just been elected to the board

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I and a few other people have just been elected to the board of a local exotic bird club. The club has been in existence for at least 20 years, mostly as a social organization for people with a common interest in exotic birds (parrots). Over the last few years the focus of the organization has shifted toward bird rescue and adoption. The new, recently elected board is seeking to revamp the club and formalize the charitable organization functions (bird rescue and adoption, public education about pet bird ownership, working with local law enforcement to prevent animal cruelty, etc.) We are working now on incorporating as a 501(c)(3) and while that is a time consuming and documentation-intensive process, we're pretty confident we can prevail on it. What we're finding however the more we dig into things is that nobody has ever done anything official in the club previous to our work -- ie: there was no consideration for the tax ramifications of the $20.00 annual membership dues we've received (with 50 to 60 members our bank account currently has approximately $4,000 in it) and the club has never been registered with the Charities Bureau.

We're considering changing the name of the club and the by-laws are going to have to be changed as a means of properly reflecting the requirements of the incorporation. One of the other board members has suggested that we just start over from scratch at this point because we're having a very hard time finding ALL the information we want on the history of the club (paperwork) and we're very concerned over other potential gotchas that may arise the more we dig.

So the question: At a high level, based on our lack of backing info and the knowledge that what we DO know isn't exactly "happy news," do you think it's a better bet to try to rebuild what we have or to start over from scratch.

I realize this is more a matter of opinion than a recital of legal fact, but we're looking for some professional guidance as to which strategy has a better chance of being the path of least resistance..

smithlaw1177 :

Hello I would love to help you with this matter

smithlaw1177 :

Are you incorporated though the New York State Secretary of State?


We are currently in the process of incorporation. The club was never incorporated previously.

smithlaw1177 and 3 other Business Law Specialists are ready to help you
Do you have any other questions for me. I am not sure I answered that completely.
Customer: replied 5 years ago.
I'm not sure if the previous message is an auto-reply or what, but I don't think we got to the "answer" phase... I think perhaps I may have accidentally hit "accept" when I replied to your question.

It was not an auto reply. It was me. The answer to your question is quite simple though. When I incorporate businesses, I do all of the filings such as the certificate of formation or article of incorporation and file them with the Office of the Probate Judge in the County in which you wish to probate. You will need to find you a good Certified Public Accountant to handle the rest. I work closely, as do most attorneys, with a CPA to make sure that all of my clients have the best possible representation.


I do suggest that you keep very good minutes at all of the meetings and act as though a corporation would. So you may need to just start all over. Simply fill out the paperwork to become a non-profit domestic corporation through the Secretary of States Office and draw up some bylaws. Its that simple. And it sounds like you have bylaws already.


I urge you to get a CPA to help you with the 501(c)(3) portion of your formation. Good Luck with everything. I hope I helped. Please note that the chat with me will remain open. I do not mind if you ask follow-up questions even as yall proceed through the process! Thanks MCS

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