Non profit corporation without its articles of incorporation or bylaws?

Question

I had recently worked as a volunteer for a non profit corporation, which is over ten years old, and I realized that the organization is operating for over 10 years without its articles of incorporation nor bylaws. Is it correct for a non profit corporation to operate without either documentation? Another concern I have is that they don't sign contracts with their volunteers, is that normal?

Answer 1

Unclear what you're saying: If there were no articles of incorporation, then it is just an  unincorporated association, which is perfectly legal, although quite risky for anyone who is an officer, director or even a member.

But you said "corporation", meaning it was once a legal entity.

The secretary of state would not be interested unless there had, at one time, been a filing of corporate articles. Many states require periodic filings, even by non-profits, such as every 5 years.  Otherwise, the state can "dissolve" the corporation.

You have to wonder how they get any money, if they are not incorporated and have no bylaws. It is illegal in many states to solicit donations from the public without being registered with the attorney general's office of charities (or the like), and filing annual reports there too.

Furthermore, you have to wonder if the "non-profit" is also "tax-exempt", if its corporate affairs are messed up. The IRS frowns upon groups holding themselves out as non-profit, soliciting money, then never filing for a federal tax-exemption for the corporate income. If not tax-exempt, then the organization must file annual tax returns and perhaps pay taxes.  In the worst case, a donor claims a deduction for donations made to the non-profit, gets audited, and the IRS files charges against the non-profit for failure to file ($100,000 per year).

Answer 2

You are correct that there should be documents of incorporation, including bylaws. Those should be filed with your Secretary of State. You can usually look up their information on the Secretary of State's website. If not there, try the Attorney General's page.

As for having contracts with volunteers, many such groups do not have them and do not wish to. That is perfectly normal.

Answer 3

Well, not even having ever applied for incorporation is a definite no-no.  If they merely fell behind in maintaining their minute books, that's a sitation that can be remedied by simply ratifying old resolutions.

However, the non-profit corporation doesn't even exist in your case, AND you have an ominous written warning from the busybodies at the Secretary of State. Those folks always look for trouble. Don't even get involved with them. Just steer clear. They will cause you untold misery and grief and lost wages and court dates and fines.... and, well, you get the picture I'm sure.

I personally wouldn't want anything to do with this organization even if I had a ten-foot pole to poke it with from outside the building.