Articles of Incorporation — Nonprofit Corporation

ARTICLES OF INCORPORATION — NONPROFIT CORPORATION

TABLE OF CONTENTS

1. Article 1 — Corporate Name
2. Article 2 — Duration
3. Article 3 — Purpose
4. Article 4 — Powers
5. Article 5 — Limitations on Activities
6. Article 6 — Membership
7. Article 7 — Registered Agent and Office
8. Article 8 — Board of Directors
9. Article 9 — Dissolution and Asset Distribution
10. Article 10 — Incorporator
11. Article 11 — Indemnification
12. Article 12 — Amendments
13. State-Specific Variations
14. Sources and References

ARTICLE 1 — CORPORATE NAME

The name of this corporation is:

[________________________________________]
(hereinafter, the "Corporation")

ARTICLE 2 — DURATION

The period of duration of the Corporation shall be perpetual.

ARTICLE 3 — PURPOSE

The Corporation is organized and shall be operated exclusively for charitable, educational, religious, scientific, and/or literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), including but not limited to:

[________________________________________]
[________________________________________]
[________________________________________]

ARTICLE 4 — POWERS

The Corporation shall have all powers granted to nonprofit corporations under the laws of the State of [____________________] and as permitted by the Code, including the power to:

(a) Solicit and receive contributions, grants, bequests, and devises;

(b) Acquire, own, hold, manage, and dispose of real and personal property;

(c) Enter into contracts and agreements necessary to further its purposes;

(d) Employ agents, employees, and independent contractors;

(e) Borrow money and issue obligations; and

(f) Engage in any lawful activity incidental to the foregoing purposes.

ARTICLE 5 — LIMITATIONS ON ACTIVITIES

5.1 Private Inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members (if any), or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes.

5.2 Legislative and Political Activities. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation (except as permitted under IRC § 501(h) if a proper election is made), and the Corporation 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 public office.

5.3 General Limitation. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on: (a) by a corporation exempt from federal income tax under IRC § 501(c)(3); or (b) by a corporation, contributions to which are deductible under IRC §§ 170(c)(2), 2055(a)(2), or 2522(a)(2).

ARTICLE 6 — MEMBERSHIP

☐ The Corporation shall have members as defined in the bylaws.

☐ The Corporation shall not have members.

ARTICLE 7 — REGISTERED AGENT AND OFFICE

Registered Agent: [________________________________________]

Registered Office Address:
[________________________________________]
[________________________________________]
[City], [State] [ZIP]

ARTICLE 8 — BOARD OF DIRECTORS

8.1 Initial Directors. The number of initial directors is [____], and their names and addresses are:

8.2 Minimum Number. The number of directors shall not be fewer than [____] as set forth in the bylaws.

ARTICLE 9 — DISSOLUTION AND ASSET DISTRIBUTION

Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of IRC § 501(c)(3), 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 Corporation 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 10 — INCORPORATOR

The name and address of the incorporator is:

Name: [________________________________________]

Address: [________________________________________]

Signature: ___________________________________________

Date: [__/__/____]

ARTICLE 11 — INDEMNIFICATION

The Corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by the nonprofit corporation law of the State of [____________________], as provided in the bylaws.

ARTICLE 12 — AMENDMENTS

These Articles of Incorporation may be amended in the manner prescribed by the laws of the State of [____________________] and the Corporation's bylaws.

STATE-SPECIFIC VARIATIONS

SOURCES AND REFERENCES

• IRS, "How to Apply for 501(c)(3) Status," https://www.irs.gov/charities-non-profits/how-to-apply-for-501c3-status
• IRS, "Does the Organizing Document Contain the Dissolution Provision Required Under Section 501(c)(3)?," https://www.irs.gov/charities-non-profits/does-the-organizing-document-contain-the-dissolution-provision-required-under-section-501c3
• ABA, "The New Model Nonprofit Corporation Act," https://www.americanbar.org/groups/business_law/resources/business-law-today/2023-october/the-new-model-nonprofit-corporation-act/
• Treasury Regulation § 1.501(c)(3)-1(b) (organizational test)
• Treasury Regulation § 1.501(c)(3)-1(c) (operational test)
• Revised Model Nonprofit Corporation Act (RMNCA) §§ 2.01–2.06