This page was updated June 18, 2012.
Clubs, associations and organizations range from the very small to quite large. The Brunswick Shores Amateur Radio Club is in the "very small" category. The needs of your club will probably vary from our scenario.
The club has some funds which are primarily used for sympathy cards, flowers etc. We have no dues but do get occasional donations. Generally we have less than $200 in our bank account. We have no fund-raising projects, no assets and no planned expenditures. We have organized with the minimum of documentation to meet our needs.
The Brunswick Shores Amateur Radio Club is formed in a minimal way. Articles of Formation, By-laws, IRS EIN, Bank Account and Registration with the North Carolina Secretary of State as an Unincorporated Non-profit Association. The structure is flexible and allows expansion if events in the future warrent a larger structure.
Before the Uniform Unincorporated Non-Profit Association Act sas passed in North Carolina, most amateur radio clubs in the state were setup under a corporation, as was the case in Brunswick County. The Brunswick County Amateur Radio Society, Inc. was established in order for repeaters, equipment, funding and expenses to be accounted for in a legal way. As part of the corporation, the BCARS, Inc established a Club. In February, 2007 the corporate board of directors, decided unexpectedly to disolve the club with no plans to reorganize it as part of the Society. This allowed the club to reform under the newly passed UUNAA as a totally separate entity. The day after the BCARS Club was disolved, the Brunswick Shores club was established.
Since that time, the Brunswick County Amateur Radio Society, Inc. has continued to manage the Brunswick County repeaters while the Brunswick Shores Amateur Radio Club provides the fellowship desired by many amateur radio operators through the exchange of information and cooperation between members; promoting technical expertise, fraternalism, individual operating proficiency and public service activities; and conducting the activities and affairs of the Club in a mature discrete and logical manner so as to advance the general interest and welfare of Amateur radio in our community.
The actions of the Board of Directors of BCARS, Inc in February 2007 were never intended to strengthen the Club, however the timely actions of the State Legislature in passing the UUNAA have allowed the club to continue uninterrupted and in the past 5 years, the club has grown significantly in both membership and actvities. In retrospect the reorganization has proven very benificial.
So what is this new law all about: the National Conference of Commissioners on Uniform State Laws (NCCUSL) and a few special-interest groups have drafted and recommended for enactment by the states a set of uniform laws and model acts. One of the uniform acts of particular interest to those persons thinking of organizing an amateur radio club, is the Uniform Unincorporated Nonprofit Association Act. This act provides the same protection for association members with easier and less expensive costs than full incorporation.
As of the spring of 2007, 11 states (AL, AR, CO, DE, HI, ID, TX, WV, WI, WY, NC) and the District of Columbia have enacted the Uniform Unincorporated Nonprofit Association Act. The act has been introduced in Pennsylvania in 2007. California reviewed the Uniform Act but decided to rewrite existing laws and has enacted a similar statute. Bills to adopt the Uniform Act have been introduced in CT and OK but have not yet been passed. Although the intent of the act was to make it uniform across all states, some states have made changes, for example Colorado added that property may be encumbered in addition to being transferred, whereas the uniform act refers only to transferring.
An extensive analysis of the uniform unincorporated nonprofit association act is presented by LexisNexis and persons seriously considering this option should review that article (ref. 1) and also the specific requirements for your State as to filing and registering requirements. The assistance of a lawyer is most valuable. Here are some of the key points of the uniform act as adopted in the state of North Carolina.
To begin with, your club will need founders. The ARRL suggests four (4) persons, acting as a president, vice president, secretary and treasurer. The Uniform Act requires two (2) or more persons but the Secretary of State only requires one person to be registered as an agent. Our club established four (4) persons; two (2) club officers, one (1) board member, one (1) person designated as the responsible agent registered with the State of North Carolina. The articles of formation adopted by the Brunswick Shores ARC allow expansion of the club with additional officers and board members as determined by the club bylaws.
The first order of business for the founders is to choose a name. BSARC chose to register the name with the county but it does not appear this is required in North Carolina. It should be chosen to be unique and descriptive. Like a business, it can not be similar to other registered names in the county or state.
To begin with, a club should have a document stating: the purpose or intention of the group; the basic structure of officers and governing documents; membership requirements, if any; and the tax status . The ARRL refers to these as a Constitution, the State of North Carolina refers to these as Articles of Formation and some states refer to these as articles of association. If you incorporate, this document would be the Articles of Incorporation. Whatever the name, this document lays out the basic intention and foundation of the association. This will most likely be the document used in registering with the IRS and should therefore clearly define the nonprofit nature of the association.
These articles are generated by the founders before there are club members, so the articles will most likely be a permanent record and not likely to change over the life of the club. Some states require these to be filed with the Secretary of State. North Carolina does not. They should form a basis for more specific definitions of organization laid out in by-laws, operating rules, etc. which would normally be modified and approved by the club members.
In final analysis, it would seem that a lawyer is not necessary for registering with the Secretary of State. Only completion of form NA-01 and $5.00 is required.
Our lawyer was very reasonable, especially considering the process was new and there was no information available or forthcoming from the Secretary of State on how to precede. Our total lawyer fees were $262 to file two documents; one with the county and the other with the Secretary of State. Although the one document was probably not necessary (register the name with the County) and the second document was not the correct document, I am confident had the Secretary of State reaponded to the lawyer that the document submitted was not the correct one, and informed him as to the document necessary, he would have completed the process in 2007.
Orginally the club registered a Statment of Authority as to Real Property with Brunswick County. This was done because at that time, based on other States implementation of the UUNAA, it was thought to be the first step in registering the Club with the State. Our lawyer stated that he did not believe both documents were necessary. It is now apparent that he was correct and the UUNAA says you MAY register such an authority. The Satement of Authority expires after 5 years, and since the club has no expectation of acquiring any Real Property, it will not be renewed.
Click HERE for PDF of the club document filed with the County register of deeds. PAGE 1 of 2 and PAGE 2 of 2
Download the PDF or Word Document, print the form, fill in the blanks and send it to the Secretary of State along with the $5.00 filing fee.
Why file with the State? Our club supports Brunswick County Emergency Services, Red Cross, community agencies and operates club events throughout the year in public places. Because we put up antennas and have electrical equipment, there is some liability exposure which may be reduced by being recognized as an Unincorporated Non-Profit Organization. The decision to apply as an Unincorporated entity versus Incorporation is based on size, risk and cost.
In 2007, our lawyer was unaware of Form NA-01 and submitted a document with the required information instead. Unfortunately, the Statement submitted used the term "for the purpose of forming a non-profit corporation". The use of the term corporation resulted in the application being rejected. By using form NA-01 this will be avoided.
The form is fairly straight forward but you can look at any number of successful applications at Unincorporated Non-Profits. (This link was not available in 2007).
Click HERE for PDF of the original club document filed and rejected with the Secretary of State. PAGE 1 of 2 and PAGE 2 of 2
To be recoginized under IRS 501(c)(3) as a non-profit organization which allow tax deductible donations, the IRS charges a fee of $400. The club holds no fund raising projects, has no property and no expectation of receiving significant donations. There is no planned solicitation of donations. There would be no benefit to the club, members or other parties for such recoginition by the IRS.
The United States Postal Service provides Non-Profit postage rates to certain Non-profit organizations. Being listed with the IRS under 501(c)(3) does not meet these requirements. Also, IRS 501(c)(3) is not a requirement for recognition by the USPS as an independent auditor report can also be submitted.
The club did do one mailing when initially setup in 2007 to announce the creation of the club after the collapse of the Brunswick County Amateur Radio Society supported club. Since that time there have been no mailings and there are none planned. Therefore, the benefit of getting USPS non-profit recognition would not offset the cost of getting an independent auditor report or obtaining IRS 501(c)(3) listing.
How some of the states have implemented the uniform act:
The 'statement appointing an agent shall be signed and acknowledged by a person authorized to manage the affairs of the nonprofit association. The statement shall also be signed and acknowledged by the person appointed agent, who thereby accepts appointment. The statement and one copy thereof shall be delivered to the probate judge, who will transmit a certified copy to the Secretary of State. If the probate judge finds that the statement conforms to provisions of this section, he shall file such statement in his office, and upon such filing, the statement becomes effective.' (ref 2)
The address of the agent may not be a PO Box if the address is in a municipality of greater than 5000 people. (ref 3)
Things to consider when setting up a amateur club, society, association or organization.
Do you need a new club in your area? If your area already has a club or society which is incorporated, it may be easier to form under that charter.
Should you incorporate or is the unincorporated association status sufficient for your group? The uniform unincorporated nonprofit association act is new and has not been tested in the courts. If your association has a significant amount of capital it might be a target for someone to test this.
Your club needs a name. The name can not be so similar to an existing organization such that there might be confusion between the two groups. The county register will determine if the name is available within your county but will not make the judgment as to how unique the name is. Just because you get the name registered, does not mean you can keep it. Some web searching before registering would be wise.
You need a statement that your are nonprofit. This is defined by the Internal Revenue Code of 1986 as amended Section 501(c ) (7) Clubs organized for pleasure, recreation, and other nonprofitable purposes, substantially all of the activities of which are for such purposes and no part of the net earnings of which inures to the benefit of any private shareholder.
For federal tax purposes, the definition of corporation includes unincorporated associations I.R.C. § 7701(a)(3).
Something to think about: the Uniform Unincorporated Nonprofit Association Act is new. It has not been tested in the courts. Hopefully a small amateur radio club would not be the worthy of a test.