Catholic Writers Guild (CWG) Local Affiliated Chapter Checklist
Catholic Writers Guild (CWG) Local “Affiliated Chapter” Checklist
Article 12.1 of the CWG Central Organization’s Bylaws (hereinafter “CWG Bylaws”) authorizes “the association of its members from various geographical regions to form Affiliated Chapters….” This checklist will help potential Affiliated Chapters organize themselves in accordance with the CWG Bylaws, and qualify for the CWG Central Organization’s federal nonprofit tax exempt status under Internal Revenue Code (IRC) § 501(c)(3).
1.Review the CWG Bylaws, in particular Article 12, Chapter Affiliation, which contains the rules for Affiliated Chapters. A copy of the bylaws can be found online at
2.Gather a group of no fewer than five (5) persons who are active members in good standing of the CWG Central Organization. Three of these persons must be willing and able to fill the three required positions in the Affiliated Chapter’s organizational structure (i.e., Chapter Chairperson, Secretary, and Treasurer). Your State may or may not require additional officers if your Chapter intends to become incorporated. [Article 12.4, 12.5(a), and 12.7 of the CWG Bylaws]
3.Adopt an Affiliated Chapter name that conforms to the following naming scheme: “[Location] Chapter of the Catholic Writers Guild” (e.g., Jacksonville Chapter of the Catholic Writers Guild). [Article 12.5(h) and 12.6 of the CWG Bylaws]
4.[Optional] Design an Affiliated Chapter logo and slogan, which will be subject to the approval of the Central Organization. [Article 12.6 of the CWG Bylaws]
5.Use the Uniform Charter (Attachment 1 to this Checklist), to prepare the Affiliated Chapter’s operational document—either Articles of Incorporation or Articles ofAssociation, depending on your Chapter’s decision about incorporation. The Central Organization encourages (but does not require) Chapters to consult a local attorney or tax advisor to ensure that the Uniform Charter will not conflict with State or local law (optional). If changes to the Uniform Charter are necessary, those changes cannot conflict with the CWG Bylaws in any material way. [Article 12.2 of the CWG Bylaws]
6.Adopt the Uniform Bylaws (Attachment 2 to this Checklist) as the Affiliated Chapter’s governing document. The CWG Central Organization encourages (but does not require) Chapters to consult a local attorney or tax advisor to ensure that the Uniform Bylaws will not conflict with State or local law (optional). If changes to the Uniform Bylaws are necessary, those changes cannot conflict with the CWG Bylaws in any material way. [Article 12.2 of the CWG Bylaws]
7.Apply to the Internal Revenue Service for an Employment Identification Number (EIN), using a proper chapter name (#3 above). This is free and can be done online at http://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/Apply-for-an-Employer-Identification-Number-(EIN)-Online. The person who fills out the online form—usually the Chapter Chairperson—will be required to provide a Social Security Number as part of that process. The IRS will immediately issue an EIN, which most States will need to incorporate. If the potential Affiliated Chapter was a pre-existing group that already had an EIN, contact the IRS to validate that the EIN is still active or valid (call 1-800-829-4933). [Article 12.5(e) of the CWG Bylaws]
8.Consult your State’s designated agency (e.g., the Secretary of State), to help decide whether to incorporate the Affiliated Chapter. CWG does not require its Chapters to incorporate; that decision is up to the Chapter. Follow your State’s procedures to become either a “nonprofit corporation” or an “unincorporated nonprofit association.” The application process is often available at the Secretary of State’s website (usually for a fee). The CWG Central Organization encourages Chapters to consult a local attorney or tax advisor to determine the pros and cons of incorporation. Regardless of incorporation, the Chapter must adopt the Uniform Charter and Uniform Bylaws (#5/6 above). [Article 12.2 and 12.5(d) of the CWG Bylaws]
9.Consult your State’s designated agency (e.g., the Secretary of State), to determine the requirements for State tax exemption. Even after the Affiliated Chapter is covered by the CWG Central Organization’s nonprofit 501(c)(3) exemption for federal taxation, States will often impose additional requirements the Chapter must meet prior to receiving State and local tax exemption. [Article 12.2 of the CWG Bylaws]
10.After a vote by the Affiliated Chapter, the Chapter Chairperson must fill out and sign the Authorization Letter (Attachment 3 to this Checklist), requesting that the Chapter be included under the CWG Central Organization’s Group Exemption Letter (GEL). Also fill out the Information Sheet (Attachment 4 to this Checklist). [Article 12.1 and 12.5(f) of the CWG Bylaws]
11.Make a copy of the IRS verification of the Affiliated Chapter’s EIN, as well as fully signed and completed copies of Attachments 1 to 4 to this Checklist, and copies of any logos or slogans the Chapter desires to use. If your State stamps any charter documents to indicate acceptance, you must provide CWG a copy of the stamped document. Mail the entire package toThe Catholic Writers Guild, Inc., P.O. Box 39326, Indianapolis, IN 46239. This package will be considered the Chapter’s petition to the CWG’s Board of Directors to grant Affiliated Chapter Status, and to be part of the CWG’s group exemption. [Article 12.1 and 12.4 of the CWG Bylaws]
ATTACHMENT 1
UNIFORM CHARTER
The following document contains a uniform charter that should be used by the Chapter to prepare its Articles of Incorporation or Articles of Association (if not incorporating). Nonprofit corporations should end their Chapter name with “Inc.” Include this document in the package sent to the CWG Central Organization to petition for Affiliated Chapter status. The Central Organization encourages (but does not require) Affiliated Chapters to consult with an attorney prior to using this charter, due to differences in State law. Often, States have specific requirements for the organizing documents of nonprofit corporations or unincorporated nonprofit associations. In any event, the charter adopted by the Chapter must comply with Article 12 of the CWG Central Organization’s Bylaws. For instance, the Chapter must have the required three officers, and the chief operating officer must be called the “Chapter Chairperson” (not the “President”).
ARTICLES OF [INCORPORATION] OR [ASSOCIATION]
The undersigned, acting as founders and [incorporators] OR [organizers], do hereby adopt the following Articles of [Incorporation] OR [Association] for the [LOCATION] Chapter of the Catholic Writers Guild[, Inc.] (hereinafter “the Chapter”):
Article I
Name and Organization
The name of the Chapter is the “[LOCATION] Chapter of the Catholic Writers Guild[, Inc.],” designated [a nonprofit corporation] OR [an unincorporated nonprofit association] created under the laws of the [State] OR [Commonwealth] of [STATE].
Article II
Principal Place of Business
The initial principal place of business and mailing address of the Chapter is [VALID STREET ADDRESS AND MAILING ADDRESS, IF DIFFERENT].
Article III
Intent and Purpose
The Chapter will be an Affiliated Chapter under the supervision or control of THE CATHOLIC WRITERS GUILD, INC. (hereinafter “Central Organization”), a nonprofit organization incorporated in the State of Indiana and recognized as tax exempt under § 501(c)(3) of the Internal Revenue Code of 1986 (as amended). The Chapter will also be tax exempt under § 501(c)(3) as part of the Central Organization’s Group Exemption Letter.
The Chapter is organized and operated exclusively for charitable, religious, and educational purposes within the meaning of § 501(c)(3), or the corresponding section of any future federal tax code. This includes exercising all the rights, powers, duties and authority of a nonprofit organization, such as the making of distributions to other organizations that qualify as exempt under § 501(c)(3).
The Chapter is a group of writers, artists, editors, illustrators, and allies whose mission is to provide information and training to assist members in creating artistic works, and to help one another build a vibrant Catholic literary and artistic culture. We do this by encouraging each other to create, publish, perform, and share our work; by reflecting upon core Catholic values in art; and by networking among ourselves and with others within the faith and literary communities.
Article IV
Membership and Leadership
The Chapter shall have members, the eligibility, rights, and obligations of which will be determined by the Chapter’s bylaws. The management of the affairs of the Chapter shall be vested in a Board of Directors, as determined by the Chapter’s bylaws. No director or officer shall have any personal right, title, or interest in or to any property of the Chapter.
The initial Board of Directors shall be made up of the following [NUMBER] persons:
[NAME:
ADDRESS:
NAME:
ADDRESS:
NAME:
ADDRESS:
Note: be sure the number of initial directors (at least 3) is the same as the number of directors/officers set out in the Chapter’s bylaws]
By majority vote, the initial Board of Directors shall determine the Chapter’s bylaws and shall select who will serve in the Officer positions outlined in the Chapter’s bylaws. The initial directors will serve in those positions until the Chapter’s first call to vote of members, at which their successors will be duly elected and qualified, or removed as provided in the bylaws.
Article V
Limitations
No part of the net earnings of the Chapter shall inure to the benefit of, or be distributable to, the Chapter’s members, directors, officers, or other private persons, except the Chapter shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the Chapter’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and it shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for a public office. Notwithstanding any other provision of these Articles, the Chapter shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under § 501(c)(3), or (b) by an organization, contributions to which are deductible under § 170(c)(2) of the Code.
Article VI
Initial Registered Agent
The initial registered agent of the Chapter is
[NAME:
ADDRESS:
Note: The agent must be in the same State as the Chapter, and must sign the statement below]
Having been named as registered agent to accept service of process for the above stated organization at the place designated in this certificate, I am familiar with and accept the appointment as registered agent and agree to act in this capacity.
[Required Signature of Registered Agent]
[DATE]
[PRINTED NAME]
Article VII
Dissolution
Upon the dissolution of the Chapter, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Chapter is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Article VIII
Information and Signatures of [Incorporators] OR [Organizers]
[Note: this may be one or more persons, and may be the same persons as the initial directors.]
IN WITNESS WHEREOF, the undersigned have executed these Articles of [Incorporation] OR [Association] for the purpose of forming this organization under the laws of the [State] OR [Commonwealth] of [STATE], on this ______day of ______, 20__.
[Required Signature of Incorporator/Organizer 1]
[PRINTED NAME]
[FULL MAILING ADDRESS]
[Required Signature of Incorporator/Organizer 2]
[PRINTED NAME]
[FULL MAILING ADDRESS]
[Required Signature of Incorporator/Organizer 3]
[PRINTED NAME]
[FULL MAILING ADDRESS]
ATTACHMENT 2
UNIFORM BYLAWS
The following document contains uniform bylaws that should be passed by the Chapter and included in the package sent to the CWG Central Organization to petition for Affiliated Chapter status. The Central Organization encourages (but does not require) Affiliated Chapters to consult with an attorney prior to passing these bylaws, due to differences in State law. Many States have passed “Nonprofit Corporation Acts” that contain specific rules on such things as the duties and removal of directors or officers (see Articles 4 and 5). If State law or other considerations require the Chapter to modify these uniform bylaws, include in the package a brief memo to the Central Organization explaining where and why changes have been made. In any event, the bylaws adopted by the Chapter must comply with Article 12 of the CWG Central Organization’s Bylaws. For instance, the Chapter must have the required three officers, and the chief operating officer must be called the “Chapter Chairperson” (not the “President”).
BYLAWSOF THE [LOCATION] CHAPTER
OF THE CATHOLIC WRITERS GUILD
ARTICLE 1—
NAME AND LOCATION
1.1. Name: The name of this nonprofit organization is: THE [LOCATION] CHAPTER OF THE CATHOLIC WRITERS GUILD[, INC.] (hereinafter “Chapter”), which is a nonprofit [corporation] OR [unincorporated association] organized under the laws of [STATE].
1.2. Principal Office: The principal office of this Chapter shall be situated in [STATE] at such specific location as the Board of Directors shall determine. The Chapter shall maintain a registered office, as required by [STATE] law.
ARTICLE 2—
PURPOSE
2.1. General Purpose: The Chapter is an Affiliated Chapter of THE CATHOLIC WRITERS GUILD, INC. (hereinafter “Central Organization”), a nonprofit organization incorporated in the State of Indiana, which is recognized as exempt under § 501(c)(3) of the Internal Revenue Code of 1986 (as amended) (hereinafter “Code”). The Chapter is organized and operated exclusively for charitable, religious, and educational purposes within the meaning of § 501(c)(3) of the Code. This purpose includes exercising all the rights, powers, duties and authority of a nonprofit organization.
2.2. Specific Purposes: The specific purposes of the Chapter are to promote the furtherance of writing as a profession, with a focus on writing with a Catholic worldview; in so doing, its activities include, without limitation, the following:
(a) Providing non-legal advice to writers on professional matters, such as protecting their interests and dealing with agents, editors, anthologists, and producers in print and non-print media;
(b) Encouraging public interest in and appreciation for literature that is both specifically Catholic or encourages a Catholic viewpoint;
(c) Sponsoring, editing, and disseminating writings, papers, books, pamphlets, and other publications which exemplify literature of high quality;
(d) Conducting conferences, public discussion groups, forums, lectures, and seminar programs; and,
(e) Providing other assistance, support and information to help Catholic writers meet their professional goals.
2.3. Specific Limitations: The Chapter recognizes the following specific limitations, prohibitions, and regulations of its activities:
(a) The Chapter shall not, as a substantial part of its activities, attempt to influence legislation or participate to any extent in a political campaign for or against any candidate for public office; nor shall the Chapter be a Private Foundation;
(b) The Chapter shall ensure that no part of the net income or net assets of the Chapter shall inure to the benefit of, or be distributable to, its directors, officers, members or other private persons. However, the Chapter is authorized to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of its tax exempt purposes;
(c) The Chapter shall not be a voluntary party in any litigation without the prior written approval of the Board of Directors;
(d) The Chapter’s fiscal year shall be from each January 1 to each December 31;
(e) The Chapter understands and agrees that the Central Organization supervises or controls it to ensure qualification for and ongoing compliance with the conditions required for inclusion under the Central Organization’s federal Group Exemption Letter. The Central Organization may suspend or revoke Affiliated Chapter status if the Chapter fails to maintain the conditions imposed by the Central Organization Bylaws;
(f) The Chapter understands and agrees that it is a separate legal entity from the Central Organization, and shall not be deemed to be an agency or instrumentality of the Central Organization. The Chapter shall not hold itself out to the public as an agent of the Central Organization, nor shall the Chapter contract in the name of the Central Organization, without the express written consent of the Central Organization;
(g) The Chapter may design a chapter logo and slogan, with the approval of the Central Organization;
(h) The Chapter shall request and must receive prior approval from the Central Organization to plan and conduct writing skills workshops and other events offered to the public; however, prior approval from the Central Organization shall not be required for members-only workshops and events;
(i) The Chapter shall cooperate with the Central Organization in hosting centrally organized conferences, when they are to be held in the Chapter’s locale; and,
(j) The Chapter shall amend these Bylaws to comply with material changes made to the Central Organization’s Bylaws that cause an actual conflict between the two documents.
ARTICLE 3—
MEMBERSHIP
3.1. Qualifications: To gain and keep membership in the Chapter, members must also be active members of the Central Organization. Any person who is an active member of the Central Organization automatically qualifies for Chapter membership, and shall be accepted as an active Chapter member upon remittance of any local dues, if the Central Organization has approved a request by the Chapter to collect such dues. To be a member in good standing, a member must be current on any local dues.