Re: IRS - AERC Bylaw Change

["Robert Morris" <bobmorris@rmci.net>]

Randy:
Please explain that if <<<the IRS requires that we
> add two paragraphs, identified as (f) and (g) to Article SECOND of our
> Articles of Incorporation.   It is in the best interests of the AERC
> Membership to approve the Bylaws Change required by the IRS.

Why do we have to change our By-laws?

There is no connection between the two documents. The Articles of
Incorporation are a document forming and describing the Corporation for
establishing the business  and the By-laws are how the Corporation will
conduct business.

A more complete description; The Articles of Incorporation is a legal
instrument which sets forth the name and object of the society and what
ever other information is needed for incorporating the society under the
laws of the particular state. 

The By-laws of the society are documents which contain its own basic rules
relating principally to itself as an organization rather than the
parliamentary procedure that it follows.

Since the General Membership of the AERC has never seen the Articles of
Incorporation, I feel a request for a vote on this matter is moot. The
voters do not know how the entire article now reads and they would be
foolish to vote with out full knowledge. It is not in keeping with the
proper process in  an organization such as the AERC to require a completely
uninformed vote. In searching my records the only copy that I have of the
Articles of Incorporation are the original ones filed April 11, 1972. I do
not recall that there has been any changes to them since then. I also offer
the following and it is done in bold to make sure every one understands; 
ARTICLE EIGHTH: THAT NO AMENDMENT TO THESE ARTICLES SHALL BE MADE WHICH
SHALL CHANGE THE PURPOSES, AS SPECIFIED IN ARTICLE THIRD HEREOF, FOR WHICH
ANY PROPERTY THEN BELONGING TO THIS CORPORATION MAY BE USED, WITHOUT THE
APPROVAL OF 100% OF THE MEMBERS.

I also offer the comment that the Articles of Incorporation were not worded
to set the AERC up as an organization that fostered "tax deductable
contributions" and in fact the Article Nineth so states "This Corporation
is one that does not contemplate pecuniary gain or profit to the members
there of and it is organized solely for non-profit purposes"

Further in making such changes to the Articles and to the By-laws it is
customary for the requested change to not only have an explanation but also
a pro and con for their decision making.

Personally I do not agree with the statement that if we do not include this
statement we will lose our tax exempt status. We may lose our dubious
individual tax deduction for contributions but even if we went to a 501c7
state we would still carry our exempt status.

Bob Morris
Morris Endurance Enterprises
Boise, ID

----------
> From: Randy H Eiland <renegade12@juno.com>
> To: ridecamp@endurance.net
> Subject: IRS - AERC Bylaw Change
> Date: Sunday, October 11, 1998 6:23 PM
> 
> For those AERC Members who are confused, I say once again,  the IRS
> currently recognizes AERC as a 501c(3) Federal Tax Exempt organization!!!
>  However, to retain this most beneficial status, the IRS requires that we
> add two paragraphs, identified as (f) and (g) to Article SECOND of our
> Articles of Incorporation.  It is in the best interests of the AERC
> Membership to approve the Bylaws Change required by the IRS.
>  
> The alternative could prove to be a large annual expense to AERC and we
> all know who is going to end up paying for any increased costs!!  For
> those who have legitimate questions and don't trust the people you
> elected to represent your best interests, feel free to contact your CPA. 
> 
> 
> Randy Eiland
> 
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