Indiana law requires a nonprofit corporation to hold an organizational meeting to complete the organization of the corporation. Depending upon whether the corporation's initial directors were named in its Articles of Incorporation, this meeting must be conducted either by the corporation's incorporator(s) or by its initial directors. The corporation should hold its organizational meeting as soon as possible after receiving notice from the Secretary of State that its Articles of Incorporation have been filed, so that the organization can complete its organization and begin conducting its business.
Meeting for a Nonprofit Corporation whose Articles of Incorporation Identify Directors
If the nonprofit corporation's Articles of Incorporation identify its initial directors, then a majority of those directors must hold the organizational meeting. At the meeting, the directors must appoint officers and adopt bylaws. The directors may also conduct any other business they see fit.
Organizational Meeting for a Nonprofit Corporation Whose Articles of Incorporation do not Identify Directors
If the nonprofit corporation's Articles of Incorporation do not identify its initial directors, then a majority of the corporation's incorporator(s) must hold the organizational meeting. At this meeting, the incorporator(s) must elect directors. The incorporator(s) may then either continue to complete the organization of the corporation by appointing officers and adopting bylaws, or the incorporator(s) may delegate these tasks to the newly-elected directors. The incorporator(s) or the directors may also conduct any other business they see fit.
If a nonprofit corporation's incorporator(s) are completing the business required at the organizational meeting, Indiana law permits them to dispense with the meeting through written consents describing the actions taken. These written consents must be signed by each incorporator.
Other business the nonprofit corporation's incorporator(s) or directors should consider handling at the organizational meeting include:
- setting a budget
- choosing a bank
- designating key professional service providers, such as accountants and attorneys
- resolving to obtain tax-exempt status
- purchasing insurance
- see Further Information sources below for more information
For further information on the topics discussed on this page, see:
Indiana Code section 23-17-3-7 (requiring newly-incorporated nonprofit corporation to hold organizational meeting)
Indiana Code section 23-17-3-8 (requiring a nonprofit corporation's incorporator(s) or directors to adopt bylaws for the corporation)
Model Initial Meeting Minutes and Forms Insight Center for Community Economic Development (providing example of initial meeting agenda, minutes, and business)
National Park Service (providing example of initial meeting minutes and business)