The Articles of Incorporation
Note: These are Sample Articles of Incorporation. Articles of Incorporation define the legal and financial structure of a business entity. This process is undertaken in order to become an official legally recognized corporation. Businesses incorporate to protect themselves and their employees from legal action or to receive tax incentives and bidding opportunities. This is true for both profit and non-profit organizations. You are free to use this document as a framework in creating your own Articles of Incorporation but note that each state has its own requirements for filing articles of incorporation. You need to review the appropriate State requirements and incorporation documents, which can be found and downloaded at no charge, on each State's Secretary of State website under their Corporations section of doing business.
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ARTICLE 1 - NAME
The name of the corporation is __________________________(your organizations name here), Inc., Doing Business As (DBA) ____________________________
ARTICLE 2 - PURPOSE OF CORPORATION
The Corporation is organized exclusively for charitable, religious and religious-educational purposes, including for in-kind purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code which governs non-profit corporations.
ARTICLE 3 - PROHIBITIONS
No part of any earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons for any reason not authorized by the Board of Directors, except that the corporation shall be authorized and empowered to pay reasonable, measurable and verifiable competitive compensation for services rendered to the corporation and to make payments and distributions in furtherance of the purposes set forth in Article 2 hereof. No substantial part of the activities of _________________________________(your Church's name here) shall be dedicated to, or otherwise attempt to influence United States State or Federal legislation, and the corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permissible (A) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or (B) by a corporation, contributions to which are deductible under section 1: 70(c)(2) of the Internal Revenue Code.
ARTICLE 4 - DIRECTORS
The Directors shall be elected by a majority vote of the Members of this Corporation as defined by process in the By-laws of the corporation.
ARTICLE 5 - TERM OF EXISTENCE
This corporation shall have perpetual existence.
ARTICLE 6 - CAPITAL STOCK
This corporation shall issue no capital stock and shall be composed of members rather than stockholders.
ARTICLE 7 - QUALIFICATIONS OF MEMBERSHIP
The categories of membership, qualifications for membership and the manner of admission shall be as set forth in and regulated by the By-laws of the Corporation.
ARTICLE 8 - VOTING RIGHTS
Members of the Corporation will have such voting rights as are defined in the By-laws of the Corporation.
ARTICLE 9 - LIABILITIES FOR DEBTS
Neither the members nor the members of the Board of Directors or officers of the Corporation shall be liable for the debts of the Corporation.
ARTICLE 10 - REGISTERED OFFICE AND REGISTERED AGENT
The name and address of the registered agent of this corporation is:
_____________________________________ (name of Agent)
c/o __________________________________ (name of business of Agent)
_____________________________________ (street address of Agent)
__________________,(City) ___ (State) __________(Zip Code)
ARTICLE 11 - PRINCIPAL OFFICE
The address of the principal office and the mailing address of this corporation is:
_____________________________________ (street address of Church)
_____________________________________ (street address 2 if applicable)
__________________,(City) ___ (State) __________(Zip Code)
ARTICLE 12 - INCORPORATOR
The name and address of the incorporator of this corporation is:
_____________________________________(name of Incorporator)
c/o__________________________________(business name of Incorporator)
_____________________________________(street address of Corporation)
__________________,(City) ___(State) __________(Zip Code)
ARTICLE 13 - AMENDMENTS
These Articles of Incorporation may be amended at any time in the manner provided by the laws adherent to the jurisdiction of the State of ____________. Every amendment shall be approved by the Board of Directors, proposed by them to the voting members, and approved at a members meeting by a quorum of the Members as defined by the By-laws of the corporation.
ARTICLE 14 - INDEMNIFICATION
The Corporation shall indemnify a director or officer of the Corporation, who was wholly successful in the defense of any proceeding(s) to which the director or officer was a party to, or because the director or officer is or was a director of officer of the Corporation, against reasonable attorney fees and expenses incurred by the director or officer in connection with said proceeding(s). The Corporation may indemnify an individual made a party to a proceeding(s) because the individual is or was a director, officer, employee or agent of the corporation, against liability if authorized in the specific case, after determination in the manner required by the Board of Directors, that indemnification of the director, officer, employee or agent, is permissible in the circumstances because the director, officer, employee or agent has met the standard of conduct set forth by the board of directors, officers, employees and agents of the Corporation. Indemnification shall apply when such persons are serving at the Corporation’s request while a director, officer, employee or agent of the Corporation, as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, whether or not for profit, as well as in their official capacity with the Corporation. The Corporation also may pay for or reimburse the reasonable attorney fees and expenses incurred by a director, officer, employee or agent of the Corporation who is a party to a proceeding in advance of final disposition of the proceeding. The Corporation also may purchase and maintain insurance on behalf of an individual arising from the individual’s status as a director, officer, employee, or agent of the Corporation, whether or not the Corporation would have power to indemnify the individual against the same liability under the law.
All references in these Articles of Incorporation are deemed to include any amendment or successor thereto. Nothing contained in these Articles of Incorporation shall limit or preclude the exercise of any right relating to indemnification or advance of attorney fees and expenses to any person who is or was a director, officer, employee, or agent of the Corporation or the ability of the Corporation otherwise to indemnify or advance expenses to any such person by contract or in any other manner. If any word, clause or sentence of the foregoing provisions regarding indemnification or advancement of the attorney fees or expenses shall be held invalid as contrary to law or public policy, it shall be severable and the provisions remaining shall not be otherwise affected. All references in these Articles of Incorporation to “director", “officer”, “employee”, and “agent” shall include the heirs, estates, administrators, executors, and personal representatives of such persons.
ARTICLE 15 - COVENANT NOT TO SUE
The Corporation agrees that it will never institute any action or suit at law or in equity against any director or officer of the Corporation, nor institute, prosecute, or in any way aid in the institution or prosecution of any claim, demand, action, or cause of action for damages, costs, loss of services, expenses, or compensation for or on account of any damage, loss or injury to person or property, or both, whether developed or undeveloped, resulting or to result, known or unknown, past, present, or future, arising out of a director or officer of the Corporation’s service to the Corporation.
ARTICLE 16 - DISSOLUTION
Upon dissolution of the 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 shall be distributed to the federal government, or so disposed of shall be disposed of by Court of Competent Jurisdiction of the county in which the principal officer of the corporation is then located, exclusively for such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.