MEDFIELD MOVES CHARTER
TO NON PROFIT STATUS WITH IRS – 
Since Medfield's Articles of Incorporation were filed in 1947. there have been many changes to the laws governing the charters of community organizations. MCA membership will review & discuss the "Amended and Restated by-Laws" and "Articles of Amendment and Restatement". The bylaws were amended with the oversight of Michael D. Beatie from the law firm of OBER|KAHLER. The community voted to move forward on the "Amended Bylaws" and "Articles of Amendment and Restatement" - see amended bylaws

IMichael D. Beattie, from the law firm of Ober|Kaler, has  researched the statutes relating to amending Medfield's charter. view statutes

1. The Board of Directors of the Association will need to hold a meeting where they adopt a resolution that sets forth the proposed amendment and declares that it is advisable.  (Section 2-604(c)(1)).  The Board of Directors shall then direct that the proposed amendment be submitted for consideration at either an annual or special meeting of the members.  (Section 2-604(c)(2)). 

2. The President of the Association will need to call a special meeting because MCGL Section 2-604(c)(2) requires that the amendment be considered by the members at an annual or a special meeting.  Medfield's by-laws require the President to call special meetings.  The matter cannot be voted on at Medfield's general meeting according to the statute.

3.  The notice of the special meeting must be given to all of the members entitled to vote on the matter being considered at least 10 days prior to the date set for the special meeting.  (Section 2-604(1); Section 2-504(a)).  Notice is given when it is personally given to the member, left at the member's residence, mailed tot eh member at the member's address as it appears on the records of the Association, or transmitted to the member by electronic mail or by any other electronic means.  (Section 2-504(c)).

4. The notice must state the purpose of the meeting and must include the proposed amendment, or a summary of the changes it will effect.  (Section 2-604(d)(2)).  In addition, the notice must state that the voting procedures authorized by Section 5-206 of the Corporations and Associations Article of the Annotated Code of Maryland might be invoked.  (Section 5-206(1))

5. At the special meeting, the proposed amendment can only be approved by the members of the corporation by the affirmative vote of two thirds of all the votes entitled to be cast on the matter.  (Section 2-604(e)).  This means that if you have 200 members in good standing, then you will need at least two thirds of those members to show up to the meeting and vote for the amendment.

If the required number of members do not attend the special meeting, the following steps can be taken to approve the amendment. 

6.  By majority vote, the members present in person or by proxy may call for an additional meeting. 

7.  Fifteen (15) days notice of the time, place and purpose of the additional meeting shall be given by advertisement in a newspaper published in the county where the principal office of the corporation is located.  (Section 5-206(b)).  The notice shall contain the quorum and voting provisions of Section 5-206(c). 

8.  At the additional meeting, the members present in person or by proxy constitute a quorum.  A majority of the members present may then approve or authorize the proposed amendment at the additional meeting.  (Section 5-206(c)).        

Mr. Beatie tried to make it clear what steps the Association will need to take in order to amend its charter.  The section references refer to the Maryland Annotated Code - Corporations and Associations Article.  I have attached a PDF which contains the cited statutes.

The amendments to the By-laws will need to occur as mentioned above.  Please see Article VII of the Association's By-laws for how that must happen.

Included are several links to information related to the 501(c)(3) application that you should begin reviewing.

1. http://www.irs.gov/pub/irs-pdf/p526.pdf  Publication 526 - Charitable Contributions
2. http://www.irs.gov/pub/irs-pdf/p557.pdf  Publication 557 - Tax-Exempt Status of Your Organization
3. http://www.irs.gov/pub/irs-pdf/i1023.pdf   Instructions for Form 1023
4. http://www.irs.treas.gov/pub/irs-pdf/f1023.pdf  Form 1023 - Application for Recognition of Exemption
5. http://www.irs.treas.gov/charities/article/0,,id=130101,00.html Form 1023 FAQ