Palmer Activity CenterBoard Packet

Bring these to the meeting

Each item is read into the record. Without it the related motion waits for the next meeting.

One check before any vote: confirm on the Texas Secretary of State record that each closing organization is its own corporation. If either one is only an assumed name or a program of another corporation, there is nothing to terminate for it; the owning corporation's board votes to end the program and files a statement of abandonment of the assumed name instead. Whaley2Weems adjusts the motion in the room.

Run of show

Each corporation's own board must vote on its own closing. If the same people sit on more than one board, hold the sessions back to back and keep a separate set of minutes for each.

Motion language

Read each motion as written. Fill the blanks before the meeting or in the room.

Minutes form

Copy this page once for each session (Organization A, Organization B, Palmer Activity Center).

What the board fills

The order of work and who signs

Whaley2Weems prepares each document and sits with the officer while it is filed. The officer signs. Each government fee is assessed by the agency and paid by the organization; the board names one person responsible to be present when it is paid. There is no Internal Revenue Service fee to close an exempt organization.

Closing each organization (the same steps for A and for B)

1. Pay every known debt, or set the money aside for it. Gather the final statements.
2. Distribute everything that is left to Palmer Activity Center by check or transfer. Palmer Activity Center gives a written acknowledgment.
3. Close every account once the balance reads $0.00. Keep the closing statement for the minutes.
4. File the Certificate of Termination of a nonprofit corporation with the Texas Secretary of State. State fee $5 per organization. A Texas nonprofit does not need a Comptroller certificate of account status to terminate. Signed by an officer.
5. File the final return or notice with the Internal Revenue Service: Form 990-N with the terminated question answered yes, or Form 990-EZ with the terminated box marked and Schedule N attached, with a copy of the filed Certificate of Termination and these resolutions. The tax year ends on the termination date; the final return is due by the fifteenth day of the fifth month after that date. Signed by an officer. No fee.
6. Close any Texas Comptroller account the organization holds, notify the bank and any vendor, and keep the records for seven years.

Starting the new organization

1. File the Certificate of Formation for a nonprofit corporation with the Texas Secretary of State, with purpose and dissolution language written to meet section 501(c)(3). State fee $25. Signed by the organizer.
2. Obtain the EIN on the Internal Revenue Service website the day the Texas filing is accepted. No fee.
3. Hold the first board meeting: adopt bylaws and the conflict-of-interest policy, elect officers, authorize the bank account.
4. Apply for recognition of exemption: Form 1023-EZ if the organization qualifies (projected yearly gross receipts under $50,000 for each of the first three years and total assets under $250,000, among other tests), fee $275; otherwise Form 1023, fee $600. Paid on Pay.gov by the organization. Signed by an officer.
5. After the IRS determination letter arrives, apply to the Texas Comptroller for the state franchise and sales tax exemption. No fee.
6. Until the determination letter arrives, say to donors only that the application is pending. No one promises deductibility before the letter.

Government fees, paid by the organization to the agency

Online payment on the Texas Secretary of State site carries the state's convenience charge of about 2.7 percent; payment by check avoids it.

Plain lines the board should hear