Articles of Incorporation California Benefit Corporation

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Articles of Incorporation California Benefit Corporation Powered By Docstoc
					This Articles of Incorporation of a California Benefit Corporation is to be filed with the
Secretary of State, for the organization of a benefit corporation. The articles include the
provisions required under the recently enacted law (i.e. paragraph 1-2), as well as a
variety of optional provisions relating to the regulation of the affairs of the benefit
corporation.
                                ARTICLES OF INCORPORATION OF

                  ___________ [Instruction: Insert Name of Benefit Corporation]

                                   a California benefit corporation

1. Name. The name of this benefit corporation is ___________ [Instruction: Insert Name of
   Corporation] (the “Benefit Corporation”). This Benefit Corporation is a benefit corporation
   organized under Part 13 (commencing with Section 14600) of Division 3 of Title 1 of the
   California Corporations Code.

2. Purpose. The purpose of this Benefit Corporation is to engage in the profession of
   ___________ [Instruction: Insert profession permitted to be incorporated by the California
   Corporations Code] and any other lawful activities, other than the banking or trust company
   business, not prohibited to a benefit corporation engaging in that profession by applicable
   laws and regulations. Notwithstanding the foregoing, the purpose of this Benefit Corporation
   shall be to create general public benefit [Instruction: Optional to Insert: including, but not
   limited to, the specific public benefit of ___________ [Instruction: Insert Specific Public
   Benefit].

3. Registered Agent and Address. The Benefit Corporation’s initial registered agent is
   ___________ [Instruction: Insert Name of Agent], with an address of ___________
   [Instruction: Insert Address within California].

4. Principal Office. The business address of the Benefit Corporation’s principal office is
   ___________ [Instruction: Insert Address].

5. Duration. The period of this Benefit Corporation’s duration shall commence upon the date
   that these Articles of Incorporation (“Articles”) are filed with the Secretary of State and shall
   continue [Instruction: Choose One: in perpetuity // for ___________ (___)[Instruction: Insert
   Duration] years].

6. Directors, Officers and Agents.

    A. Initial Directors. The number of directors constituting the initial board of directors is
       ___________ (___) [Instruction: Insert Amount of Initial Directors], and the names and
       addresses of the persons who are to serve as directors until the first annual meeting of the
       shareholders or until their successors are elected and qualified are:

        INITIAL DIRECTOR               ADDRESS

        ___________ [Instruction:      ___________ [Instruction: Insert Address]
        Insert Name]



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        ___________ [Instruction:      ___________ [Instruction: Insert Address]
        Insert Name]

        ___________ [Instruction:      ___________ [Instruction: Insert Address]
        Insert Name]



    B. Changes to the Number of Directors. The number of directors of the Benefit Corporation
       set forth in paragraph 6(A) of these Articles shall constitute the authorized number of
       directors until changed by an amendment of these Articles or by a bylaw duly adopted by
       the vote or written consent of the holders of a majority of the then outstanding shares of
       stock in the Benefit Corporation.

    C. Powers of the Directors. Subject to the limitations contained in these Articles and the
       Code concerning corporate action that must be authorized or approved by the
       shareholders of the Benefit Corporation, all corporate powers shall be exercised by or
       under the authority of the board of directors, and the business and affairs of the Benefit
       Corporation shall be controlled by the board.

    D. Initial Officers. The names, offices and addresses of the persons who are to serve as the
       initial officers of the Benefit Corporation are:

INITIAL OFFICER                 OFFICE                 ADDRESS

___________ [Instruction:       President              ___________ [Instruction: Insert Address]
Insert Name]

___________ [Instruction:       Vice President         ___________ [Instruction: Insert Address]
Insert Name]

___________ [Instruction:       Secretary              ___________ [Instruction: Insert Address]
Insert Name]

___________ [Instruction:       Treasurer              ___________ [Instruction: Insert Address]
Insert Name]



    E. Removal of Officer or Director. Any officer or any director of this Benefit Corporation
       may be removed at any time, with or without cause, in such manner as shall be provided
       in the bylaws of this Benefit Corporation.

    F. Indemnification. The Benefit Corporation is authorized to provide indemnification of
       “agents” as such term is defined in Section 317 of the California Corporations Code for

© Copyright 2013 Docstoc Inc.                                                                       3
        breach of duty to the corporation and its shareholders through bylaw provisions or
        through agreements with the agents, or both, in excess of the indemnification otherwise
        permitted by Section 317 of the California Corporations Code, subject to the limits on
        such excess indemnification set forth in Section 204 of the California Corporations Code.

    G. Limitation of Personal Liability of Directors. Any personal liability of a director to the
       Corporation or its shareholders for monetary damages for conduct as a director is
       eliminated, to the full extent permitted by the California Corporations Code, except for
       any liability for any acts or omissions that involve intentional misconduct by a director,
       knowing violation of the law by a director, or for any transaction from which the director
       will personally receive a benefit in money, property, or services to which the director is
       not legally entitled.

7. Incorporators. The names and addresses of incorporators are:

        INCORPORATOR                   ADDRESS

        ___________ [Instruction:      ___________ [Instruction: Insert Address]
        Insert Name]

        ___________ [Instruction:      ___________ [Instruction: Insert Address]
        Insert Name]

        ___________ [Instruction:      ___________ [Instruction: Insert Address]
        Insert Name]



8. Capital Stock.

    A. Authorized Shares. The Benefit Corporation is authorized to issue ___________
       (________)[Instruction: Insert Amount] shares of Common Stock of ___________
       Dollars ($___) [Instruction: Insert Amount] par value, and ___________ (________)
       [Instruction: Insert Amount] shares of Preferred Stock of ___________ Dollars ($___)
       [Instruction: Insert Amount] par value. The Preferred Stock may be issued from time to
       time but all shares shall be identical except as to the date from which the dividends
       thereon shall be cumulative.

    B. Consideration for Shares. Both the Common Stock and the Preferred Stock shall be
       issued for such consideration, but not less than the par value thereof, as shall be fixed
       from time to time by the board of directors. In the absence of fraud, the judgment of the
       directors as to the value of any property or services received in full or partial payment for
       shares shall be conclusive. When shares are issued upon payment of the consideration



© Copyright 2013 Docstoc Inc.                                                                      4
         fixed by the board of directors, such shares shall be taken to be fully paid stock and shall
         be non-assessable.

    C. Dividends.

       i.   Annual dividends of ___________ Dollars ($___) [Instruction: Insert Amount] per
            share will be payable on the Preferred Stock, in quarterly installments, out of
            unreserved earned surplus before any dividends shall be payable on any other class of
            stock, and before any sums shall be set aside for the redemption or purchase for
            retirement of the whole or any part of the Preferred Stock.

      ii.   Dividends are payable on the Common Stock, when and as declared, out of the
            unreserved earned surplus remaining after payment of the dividends on the Preferred
            Stock. Dividends on the Common Stock may be in the form of cash, property, or
            shares of the Common Stock. No dividends are payable on the Common Stock if
            there are any accrued dividends on the Preferred Stock, up to and including the
            current quarterly dividend period for such Preferred Stock, which have not been paid,
       
				
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Description: This Articles of Incorporation of a California Benefit Corporation is to be filed with the Secretary of State, for the organization of a benefit corporation. The articles include the provisions required under the recently enacted law (i.e. paragraph 1-2), as well as a variety of optional provisions relating to the regulation of the affairs of the benefit corporation.