Sample Articles of Incorporation
(Please note that the two paragraphs highlighted in red must be included in your articles of incorporation and certified by your Secretary of State)
ARTICLES OF INCORPORATION OF
Article I. The name of the corporation is _________________________________
Article II. The corporation is organized as a non-profit corporation pursuant to the provisions of the [State] [appropriate code].
Article III. The corporation has perpetual duration.
Article IV. The mailing address of the initial principal office is:
Article V. _______________________________ is organized as a non-profit corporation pursuant to the [State] [appropriate code] and shall be authorized to engage in any lawful act or activity for which non-profit corporations may be organized under the laws of the State of [State], and in general to have and exercise any and all powers that non-profit corporations have and may exercise under the laws of the State of [State], now existing and as the same may be amended to indemnify its directors as authorized in [code citation].
Said organization is organized exclusively for charitable, religious, educational, and 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 corresponding section of any future federal tax code.
Article VI. The non-profit corporation is organized for the following purposes:
- To witness to and implement the Gospel of Jesus Christ throughout the [service area] by working with economically disadvantaged people to help them have a decent home; and
- To communicate the Gospel of Jesus Christ by means of the spoken and written word and loving acts; and
- To support other Fuller Center covenant partners here and abroad and other charitable organizations which are working to eliminate poverty housing; and
- To receive, maintain, and accept as assets of the Corporation any property, whether real, personal, or mixed, by way of gift, bequest., devise, or purchase from any person, firm trust, or corporation, and be held, administered, and disposed of exclusively for charitable, religious, educational, and scientific purposes within the meaning of Section 501(c)(3) or the Internal Revenue Code, as amended, and in accordance with and pursuant to the provisions of the Articles of Incorporation; but no gift, bequest, devise, or purchase of any such property shall be received and accepted if it is conditioned or limited in such manner as shall require the disposition of income or principal to any organization other than a “charitable organization” for any purposes other than the “charitable purposes” which would jeopardize the status of the Corporation, an entity exempt from federal income tax pursuant to the relevant provisions of the Internal Revenue Code, as amended; and
- To exclusively promote and carry on any other religious, charitable, or educational purposes and activities for which corporations may be organized and operated under the relevant provisions of the Internal Revenue Code, as amended, and under the [state] Nonprofit Corporation Code [or appropriate code].
Article VII. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization 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 the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda or otherwise attempting to influence legislation and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article VIII. In the event of the dissolution of this corporation, to the extent allowed under applicable law, all of the assets of the corporation shall be distributed to, or its assets shall be sold and the proceeds distributed to, The Fuller Center for Housing, Inc. or to one or more corporations, funds or foundations organized and operating exclusively for religious, charitable, scientific, literary, or educational purposes, which said corporations, funds or foundation shall be exempt under Section 501(c)(3) of the Internal Revenue Code of 1954, or as subsequently amended, which shall be selected by the Board of Directors of the corporation. In the event that for any reason upon the dissolution of the corporation, the Board of Directors of the corporation shall fail to act in the manner herein provided within a reasonable time, the [appropriate court of jurisdiction] shall direct such distribution to be made to The Fuller Center for Housing, Inc. or its successor and assigns, as herein provided upon the application of one or more persons having a real interest in the corporation or its assets.
Article IX. The non-profit corporation will not have members.
Article X. The initial registered office of the corporation shall be [address] and the initial registered agent shall be [name], whose written consent to such appointment is attached to the Articles of Incorporation.
Article XI. The incorporator(s) is(are) [names & addresses].
Article XII. The initial Board of Directors shall consist of:
IN WITNESS WHEREOF, the undersigned incorporator(s) executes these Articles of Incorporation.
Sworn to and subscribed before me this
___ day of ___________, 20__
My commission expires ________________________