A nonprofit organization is created in Ohio with articles of incorporation, available on the Ohio Secretary of State's website. Once the articles are drafted and signed by the incorporator and registered agent, they are sent to the Secretary of State's office in Columbus. A $125 fee is charged by the Secretary of State to cover filing fees, the registered agent fee and one certified copy of the articles.

Download Form 532 Initial Articles of Incorporation from the office of the Ohio Secretary of State.

Components of the Articles

• Corporate Name: A legal search must be made to ensure that another group is not already using your corporate name.
  
• Location: Include city and county in Ohio where the principal office is located.
  
• Corporate Purpose: The organization must be organized and operated for exempt purposes. These exempt purposes include religious, charitable, scientific, literary or educational purposes. See IRS Publication 557 and the Tax-Exempt Tool Kit (described below) for sample language.
  
• Governing Body/Trustees: The organization may, but is not required to, list the initial directors of the organization. Normally a board of directors functions as the policy making body for the organization. The law generally requires a minimum of three nonprofit directors/trustees, although many organizations have more.
  
• Membership: If the organization is going to admit members of the public as members, then the Articles may establish the classifications, terms and conditions of the membership. In general, the organization should ensure that membership is open to all interested members of the public unless there is a compelling reason not to. Note that a nonprofit organization is not required to have members, and in such case the directors are treated as the members for all purposes.
  
• Additional Provisions: The Articles should also provide that
  1. none of the organization's earnings shall inure to the benefit of private individuals,
  2. no substantial part of the organization's activities shall constitute the carrying on of propaganda or otherwise attempting to influence legislation,
  3. the organization shall not intervene in political campaigns, and
  4. upon dissolution, the assets shall be distributed for one or more exempt purposes or to another 501 (c) (3) organization. See IRS Publication 557 (described below) for sample language.
     
• Registered Agent and Principal Office: The Registered Agent is the person responsible for receiving any legal notices.

Code of Regulations (By-Laws)

If the Articles can be thought of as the title to the car, the code of regulations (or by-laws) are the owner's manual - a detailed plan for the operation of the organization. Items to consider include:

• Board Members: Terms of members; who votes for board; when are elections held; how many board members will you have; how will vacancies on the board be handled.
• Officers: What officers will the group have; how are they elected; how long is their term; how can they be removed.
• Powers of Directors and Officers: This critical section of the code of regulations should describe, in detail, the role of the board and officers. The code of regulations should also address indemnification for the officers and directors.
• Meetings of Board: How many members constitute a quorum; how often will the board meet; how are special meetings of the board called.
• Committees: What standing committees will the group have (i.e., executive, development, nominating, programs, financial, marketing, etc.); are committees made up only of board members or may others be involved.
  
  Now onto the next step - IRS Filing for Nonprofits