Member Notices

What exactly are AMC’s Articles of Organization and why are they so important?

The Articles of Organization (often referred to as Articles of Incorporation) legally create a non-profit organization as a distinct corporate entity separate from its directors, officers, and founders. Filing this foundational document with the state officially brings the non-profit corporation into existence, giving it the legal capacity to sign contracts, sue or be sued, own property, and hire staff. It also establishes a corporate shield that protects the personal assets of board members, managers, and volunteers from the everyday debts and legal liabilities of the organization, provided they act responsibly.

How are AMC’s Articles of Organization different from AMC’s Bylaws?

AMC’s Articles of Organization legally establish AMC as a distinct corporate entity giving it legal capacities and liability protection board members, managers, and volunteers whereas AMC’s Bylaws describe how our organization will be governed, from descriptions of the Board of Directors roles and responsibilities to the membership’s decision making and voting responsibilities.

Is nonprofit incorporation through filing an organization’s Articles of Incorporation the same as receiving 501(c)(3) status?

No. Nonprofit incorporation and 501(c)(3) tax-exempt status are separate processes. Incorporation is a state-level filing that creates the organization as a legal entity. Applying for 501(c)(3) status is a federal process through the IRS that grants tax exemption to a specific organization. However, Articles of Incorporation do include legal language required by the IRS as part of receiving 501(c)(3) status.

Why does AMC need to update its Articles of Organization at this time?

AMC filed its last updated set of Articles of Organization in Massachusetts in 2004 and in New Hampshire back in 1935. Given AMC recently updated its Bylaws, the activities which AMC supports and undertakes have changed over the past decades, and to reflect more recent changes in Massachusetts laws governing nonprofits, the Board updated AMC’s Articles of Organization working with legal counsel.

What has changed between the 2004 and the updated Articles of Organization?

From a membership perspective, the most important changes were to the first page where the narrative descriptions of what activities AMC supports and carries out were updated and expanded significantly. As a non-profit organization, its important for AMC’s Articles of Organization to clearly describe the full array of activities it supports and undertakes through the work of its staff, Board and thousands of volunteers.

From a legal perspective, the text on pages 2-6 was updated to reflect changes in Commonwealth of Massachusetts laws enacted since 2004.

Why does AMC have to file its Articles of Organization in both the Commonwealth of Massachusetts and the State of New Hampshire?

Given AMC’s headquarters are located in Boston, since 1874 AMC has filed its Articles of Organization with the Commonwealth. In addition, given AMC has significant lodging facilities and, therefore, does significant business in New Hampshire, since 1935 AMC has also filed its Articles of Organization within the state. Recognizing AMC also does business throughout its Maine to Virginia geography, AMC staff are in the process of registering AMC as a non-profit organization in the remaining states and the District of Columbia, but still only filling the Articles in Massachusetts and New Hampshire.

What are the most significant updates to AMC’s Articles of Organization which members should be aware of?

Members should feel reassured that the updated Articles help protect AMC’s non-profit status by providing an accurate and comprehensive listing of the activities undertaken through the AMC and strengthened liability protection for board members, managers, and volunteers through the updates to the extensive legal language.