First some history; our group is already organized as a non-profit
corporation pursuant to Article 3.02 Texas Non-Profit Corporation Act.
 The articles of incorporation that are filed with the Sec. of State
are Form 202 and in that Form 202, Article 3, B was chosen and it
reads,in part, "Management of the affairs of the corporation is to be
vested in its board of directors. ..."

Now, I am making application to the IRS for 501(c)(3) status using
Form 1023.  In my bylaws I wish to make me the sole executive and
treasurer for as long as I wish.  There will be a board of advisors
(with no vote in the corporate affairs).

Here is the questions:

A)How do I ask the IRS to accept corporate control from one
administrator given the language of Articles of Incorporation, Form
202, filed with Texas?
   
B) Can one person be president, treasurer, and secretary of the
corporation with or without admendments to the Articles of
Incorporation?

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Request for Question Clarification by taxmama-ga on 19 Nov 2002 11:57 PST

Dear WhyChild,

Who is on your present Board of Directors for Texas 
purposes? 

Does Texas require more than one pesron?

Best Wishes

Your TaxMama-ga

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Clarification of Question by whychild-ga on 21 Nov 2002 06:23 PST

For Texas' purposes there are three people listed in the Articles of
Incorporation that constitute the initial Board of Directors.  A
minimum of three people are required.  The people listed include me. 
The other two folks are actively involved in the charitable activities
of our group, but they do not want to be part of the "administrative"
work (e.g., executive decisions, accounting, fundraising).

The full instructions for the Texas Articles of Incorporation, Article
3(B) say, "Management of the affairs of the corporation is to be
vested in its board of directors.  The number of directors, which must
be a minimum of three, that constitutes the initial board of directors
and the names and addresses of the persons who are to serve as
directors until the first annual meeting or until their successors are
elected and qualified are set forth below:"

The initial directors have now met and are willing to let me have the
full responsibility for administration of the group and give up their
votes.

Dear whychild,

Your corporation, for IRS purposes, must follow the 
laws of the state in which you've incorporated.

So, if Texas mandates three people on the Board,
so will IRS. 

You don't have two separate entities, one for Texas
and one for IRS.

You may replace the other two Directors with people
who are willing to serve. 

Or they may remain Directors and do nothing.
They may remain directors and sign a proxy, 
letting you vote on their behalf?

Or you must amend the articles and file them with 
the State of Texas.

If they are concerned about their liability for the
actions of the non-profit corporation, you can buy
directors' insurance coverage. 

Sorry not to be able to be able to give you the
answer you want.

Best wishes, 

Your TaxMama

thanks