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STATE OF [STATE]

ARTICLES OF INCORPORATION

OF

[ORGANIZATION NAME]

(A Nonprofit Corporation)

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The undersigned, acting as incorporator(s) of a nonprofit corporation under the [STATE] Nonprofit Corporation Act, adopts the following Articles of Incorporation:

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ARTICLE I - NAME

The name of the corporation is:

[ORGANIZATION NAME]

[// GUIDANCE: The name must comply with state naming requirements. Most states require the name to be distinguishable from other registered entities. Check state database for name availability before filing.]

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ARTICLE II - NONPROFIT STATUS

This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the [STATE] Nonprofit Corporation Act for public and charitable purposes.

[// GUIDANCE: States may classify nonprofits differently (public benefit, mutual benefit, religious). Select the appropriate classification for your organization.]

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ARTICLE III - PURPOSES

Section 3.1 Exempt Purposes

This corporation is organized exclusively for charitable, religious, educational, and/or scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

[// GUIDANCE (IRS REQUIRED): This language satisfies the IRS "organizational test" under IRC Section 501(c)(3). The purposes must be limited to one or more exempt purposes. See IRS Publication 557.]

Section 3.2 Specific Purposes

The specific purposes for which this corporation is organized are:

[DESCRIBE SPECIFIC CHARITABLE, EDUCATIONAL, RELIGIOUS, OR SCIENTIFIC PURPOSES]

[// GUIDANCE: Be specific but not overly restrictive. Examples:
- "To provide educational programs and resources to underserved communities"
- "To conduct scientific research in the field of [FIELD]"
- "To relieve poverty by providing food, shelter, and clothing to those in need"
- "To promote the arts through exhibitions, performances, and educational programs"]

Section 3.3 Limitation on Activities

Notwithstanding any other provision of these Articles, this corporation shall not carry on any other activities not permitted to be carried on:

(a) By a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code; or

(b) By a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

[// GUIDANCE (IRS REQUIRED): This limitation ensures the organization operates within 501(c)(3) parameters.]

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ARTICLE IV - PRIVATE INUREMENT PROHIBITION

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, trustees, officers, 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 the purposes set forth in Article III hereof.

[// GUIDANCE (IRS REQUIRED): This prohibition against private inurement is mandatory for 501(c)(3) status. "Reasonable compensation" is determined by comparing to similar positions in similar organizations.]

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ARTICLE V - POLITICAL ACTIVITY RESTRICTIONS

Section 5.1 Legislative Activities

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, 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.

[// GUIDANCE (IRS REQUIRED): This is the "action organization" test. Nonprofits may engage in limited lobbying but cannot participate in political campaigns. Consider making a 501(h) election for clearer lobbying limits.]

Section 5.2 Prohibited Activities

Notwithstanding any other provision of these Articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

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ARTICLE VI - DISSOLUTION AND ASSET DISTRIBUTION

Section 6.1 Dissolution

Upon the dissolution of this corporation, 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.

Section 6.2 Asset Dedication

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.

[// GUIDANCE (IRS REQUIRED): This dissolution clause is mandatory for 501(c)(3) status. It ensures assets remain dedicated to charitable purposes. Per IRS Revenue Procedure 82-2.]

Section 6.3 Specific Beneficiary (Optional)

☐ Named Beneficiary: Upon dissolution, after paying or making provision for the payment of all liabilities of the corporation, the remaining assets shall be distributed to:

[NAME OF 501(c)(3) ORGANIZATION]

a nonprofit corporation exempt under Section 501(c)(3) of the Internal Revenue Code, or if such organization no longer exists or does not qualify, to another organization organized and operated exclusively for charitable, educational, religious, or scientific purposes and exempt under Section 501(c)(3).

☐ No Specific Beneficiary Named: Assets shall be distributed as provided in Section 6.1.

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ARTICLE VII - REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office of the corporation in the State of [STATE] is:

[STREET ADDRESS]
[CITY], [STATE] [ZIP CODE]
County of [COUNTY]

The name of the registered agent at such address is:

[REGISTERED AGENT NAME]

[// GUIDANCE: The registered agent must be available during business hours to receive service of process. The agent can be an individual or a registered agent service company.]

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ARTICLE VIII - INCORPORATOR

The name and address of the incorporator is:

Name: [INCORPORATOR NAME]
Address: [INCORPORATOR ADDRESS]

[// GUIDANCE: The incorporator is the person who signs and files the Articles. After the organizational meeting, the incorporator's role is complete.]

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ARTICLE IX - BOARD OF DIRECTORS

Section 9.1 Management

The affairs of the corporation shall be managed by a Board of Directors.

Section 9.2 Number of Directors

The number of directors constituting the initial Board of Directors shall be [NUMBER]. Thereafter, the number of directors shall be fixed by the Bylaws.

[// GUIDANCE: Most states require a minimum of one or three directors. Best practice for 501(c)(3) organizations is to have at least three unrelated directors to satisfy IRS governance expectations.]

Section 9.3 Initial Directors

The names and addresses of the persons who are to serve as initial directors until the first annual meeting or until their successors are elected are:

Name	Address
[DIRECTOR 1 NAME]	[ADDRESS]
[DIRECTOR 2 NAME]	[ADDRESS]
[DIRECTOR 3 NAME]	[ADDRESS]

[// GUIDANCE: Initial directors should be unrelated individuals (not family members or business partners) to demonstrate independence. The IRS views organizations with related board members less favorably.]

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ARTICLE X - MEMBERS

☐ Membership Corporation: This corporation shall have members as provided in the Bylaws.

☐ Non-Membership Corporation: This corporation shall have no members. Any action which would otherwise require approval by a majority of all members shall require only approval of the Board of Directors.

[// GUIDANCE: Most 501(c)(3) public charities are non-membership corporations. Membership structures are more common for mutual benefit organizations, professional associations, or clubs.]

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ARTICLE XI - INDEMNIFICATION

The corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by the [STATE] Nonprofit Corporation Act and may purchase insurance for such indemnification.

[// GUIDANCE: Indemnification protects volunteers and staff from personal liability for actions taken on behalf of the organization. D&O insurance is strongly recommended.]

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ARTICLE XII - LIMITATION OF DIRECTOR LIABILITY

To the fullest extent permitted by the [STATE] Nonprofit Corporation Act, a director of this corporation shall not be personally liable to the corporation for monetary damages for breach of fiduciary duty as a director, except for liability:

(a) For any breach of the director's duty of loyalty to the corporation;

(b) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(c) For any transaction from which the director derived an improper personal benefit; or

(d) For any act or omission occurring prior to the date this provision became effective.

[// GUIDANCE: This exculpation clause limits director liability consistent with state law. Some states may have different exceptions or limitations.]

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ARTICLE XIII - AMENDMENTS

These Articles of Incorporation may be amended in the manner authorized by the [STATE] Nonprofit Corporation Act. Any amendment that would affect the corporation's qualification for exemption under Section 501(c)(3) of the Internal Revenue Code must include appropriate savings language.

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ARTICLE XIV - DURATION

The period of duration of this corporation is perpetual.

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EXECUTION

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation on [DATE].

_________________________________________
[INCORPORATOR NAME]
Incorporator

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NOTARIZATION (if required by state)

STATE OF [STATE]
COUNTY OF [COUNTY]

Before me, a Notary Public in and for said County and State, personally appeared [INCORPORATOR NAME], known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that [he/she/they] executed the same in [his/her/their] authorized capacity and that by [his/her/their] signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

_________________________________________
Notary Public

My Commission Expires: ___________________

[NOTARY SEAL]

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FILING INFORMATION

General Requirements

Filing Office: Secretary of State (or equivalent state agency)

Common Required Attachments:
- Filing fee (varies by state, typically $25-$125)
- Original signature or electronic filing
- Certificate of name reservation (if applicable)
- Registered agent consent form (some states)

Post-Filing Checklist

☐ Receive filed/stamped Articles from state
☐ Obtain certified copies for records
☐ Hold organizational meeting of directors
☐ Adopt Bylaws
☐ Adopt Conflict of Interest Policy
☐ Elect officers
☐ Obtain Employer Identification Number (EIN) from IRS
☐ Open corporate bank account
☐ Apply for 501(c)(3) status (Form 1023 or Form 1023-EZ)
☐ Register for state tax exemption
☐ Register for charitable solicitation (if required by state)
☐ Obtain required business licenses and permits
☐ File initial report/statement of information (if required)
☐ Set up corporate records/minute book

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IRS 501(c)(3) APPLICATION NOTES

To qualify for federal tax-exempt status under Section 501(c)(3), these Articles must contain:

☐ Purpose Clause - Limiting purposes to those described in Section 501(c)(3) (See Article III)

☐ Dissolution Clause - Dedicating assets to exempt purposes upon dissolution (See Article VI)

☐ Private Inurement Prohibition - Prohibiting private benefit to insiders (See Article IV)

☐ Political Activity Restrictions - Limiting lobbying and prohibiting campaign intervention (See Article V)

The IRS requires these provisions to be in the organizing document (Articles of Incorporation), not just the Bylaws. Ensure this language is included verbatim or in substantially similar form.

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[END OF DOCUMENT]