Lawyer Protocol for
Creating Non-Profit Corporation

1.   Prepare and send an opening letter to the client using THIS template.

2.   Get the information from the client

• Send an email to the client requesting the needed information.  Use the text found in THIS template


• After the client responds check sunbiz.org to make sure the name chosen for the entity is available

3.   Download templates for creating the forms - compressed "zip" file.

4.   Overview of steps: Create and file articles of incorporation. Have the "incorporator" sign a written consent appointing the initial board of directors, have an initial meeting of the board of directors to adopt bylaws and appoint officers (etc). Finally, assemble the minute book to the client and give instructions on how to keep it current.

5.    Go to Florida Statutes and review the requirements for creating articles of incorporation.

6.   Prepare the documents (using the downloaded templates)

• Send an email questionaire to the client.  CLICK HERE for some sample text .


• List of the documents


• Articles of Incorporation


• Bylaws


• The template collection has four bylaw variations in a compressed "zip" file as listed below:


1. directors appointed & removed by a vote of board of directors ("self perpetuating")
2. directors elected & removed by the "members" ("membership organization)
3. directors appointed & removed by a single entity ("NP subsidiary")
4. directors appointed & removed by multiple specified entities ("collaboration")


• ALWAYS USE #1 (above) unless there is some very specific client related reason for using another


• Numbers #3 and #4 are are rarely used. . Almost all clients of the Clinic are given #1 ("self perpetuating") without consultation unless it is known for certain that the client wants to create a "membership" organization  - DO NOT CREATE A STAND-ALONE VERSION SELF PERPETUATING BYLAWS (they are attached as an exhibit in the template for Minutes)


• Consent of Incorporator (the form signed by the "incorporator" to appoint the directors)


• Sample "Minutes" for the first meeting of the directors


• Roberts Rules of Order


7.   Deliver the Documents to Client and Give Filing Instructions.


• CLICK HERE for the text of a letter to be used to accompany delivery of the documents to the client.  Enclose with the mailing a printout of THIS information page which explains how to follow the corporate formalities.


8.    attend first director's meeting by confernnce call - optional


• Give a brief workshop on the corporate formalities, etc.


• Then walk them through the agenda (basically, the items covered in the draft minutes).


• Attending this meeting is important because it is an opportunity for the lawyer to train the directors on following formalities of the corporate form.


• Modify the minutes that you had previously prepared (if necessary) to reflect what actually happened at the meeting.