Page 40 - Washington Nonprofit Handbook 2018 Edition

y Approve Any Legal Documents. Approve initial leases and contracts,
if any. Approve application for 501(c)(3) status, if prepared, and
authorize execution of the form and payment of the application fee.

y Ratify Organizers’ Actions; Approve Reimbursement of Expenses.
Adopt a resolution ratifying all of the organizers’ and/or incorporators’
actions taken on behalf of the corporation prior to the date of
incorporation and approve reimbursement of expenses, if any, upon
review of the documentation of the expenses.

The secretary of the board or another designated individual should take
notes during the meeting and prepare minutes for approval of the board. Upon
approval of the board (usually received by motion adopted at the next meeting of
the board), the minutes should be kept among the permanent records of the
corporation.

The organizational meeting can occur by unanimous written consent.
Unanimous written consent is a record of the resolutions made by the board of
directors and signed and dated by each director or consented by a director by
email. The resolutions become effective on the date on which the last signature is
obtained. A copy of the executed unanimous consent should be kept among the
permanent corporate records of the corporation. A sample form for a unanimous
written consent for the initial meeting of the board of directors can be found online
at https://wayfindlegal.org/.

b. Other Organizational Tasks

Several steps need to be completed after the incorporation of your
organization.

y Federal Employer Identification Number. A federal employer
identification number (“EIN”) is required for the application for tax-
exempt status as a 501(c)(3) organization, as well as by most banks in
order to open bank accounts in the name of the corporation. The
assignment of an EIN to your corporation is a fairly straightforward
process. To obtain an EIN, IRS Form SS-4 must be completed and filed
with the IRS. The IRS permits filing of completed forms online, by mail
or fax. An EIN may also be obtained by a phone call to the IRS. The
phone number is in the instructions to the Form SS-4. No filing fee is
currently required to obtain an EIN. If the organization has a return

WASHINGTON NONPROFIT HANDBOOK -29- 2018