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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

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        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



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         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,
            or which have been declared and a sum set aside for payment.

    D. Redemption. The Benefit Corporation may, at the option of the board of directors,
       redeem all or any part of the outstanding Preferred Stock. Such redemption may take
       place at any time, as determined by resolution of the board of directors. The redemption
       price shall be ___________ Dollars ($___) [Instruction: Insert Amount] per share plus
       dividends accrued thereon. Notice of redemption shall be mailed at least ___________
       (___) [Instruction: Insert Amount] days and not more than ___________ (___)
       [Instruction: Insert Amount] days prior to such redemption to holders of record of the
       stock to be redeemed at their addresses as they shall appear on the books of the Benefit
       Corporation. Such notice shall contain the date and price of redemption, the manner in
       which redemption is to be effected, and the effect of such redemption on the rights of
       stockholders who fail to present their shares for redemption.

    E. Liquidation.

       i.   In the event of the voluntary liquidation, dissolution or other termination of the
            Benefit Corporation, the holders of shares of the Preferred Stock shall be entitled only
            to cash payment of ___________ Dollars ($___) [Instruction: Insert Amount] per
            share, plus all accrued and unpaid dividends up to the date fixed for distribution,
            whether or not earned or declared. Such payment shall be made before any payment
            or distribution is made to the holders of the Common Stock of the Benefit
            Corporation.

      ii.   In the event of the involuntary liquidation, dissolution or other termination of the
            Benefit Corporation, the holders of the shares of the Preferred Stock shall be entitled

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            only to cash payment of the par value of their shares, plus all accrued and unpaid
            dividends up to the date fixed for distribution, whether or not earned or declared.
            Such payment shall be made before any distribution is made to the holders of the
            Common Stock of the Benefit Corporation.

9. Shareholders.

    A. Close Corporation. This Benefit Corporation is a close corporation.

    B. Qualifications.

       i.   No person may be a shareholder of this Benefit Corporation unless and until such
            person meets the following qualifications (“Qualifications”):

            (1) ___________ [Instruction: Insert Qualification]

            (2) ___________ [Instruction: Insert Qualification]

[Comment: these Qualifications may be used to only have certain types of shareholders like only
holders of a specific type of license // primarily engaged in a specific type of business or can be
used to maintain S Corp Status like “residents of California”, or “persons or entities who are
eligible to be shareholders in a Corporation which has elected to be taxed as a S corporation for
tax purposes”]

      ii.   In the event that any shareholder no longer meets the Qualifications, the shareholder
            shall sell and the Benefit Corporation shall purchase the shareholder’s shares within
            ninety (90) days of the date that the shareholder fails to meet the Qualifications. The
            Benefit Corporation shall purchase the shareholder’s shares at a price equal to the fair
            value of the shares. If the parties are unable to agree on the price, each shall appoint
            an arbitrator. If the two arbitrators are unable to agree on a price, the two arbitrators
            shall appoint a third arbitrator. The third arbitrator shall consult with the other two
            arbitrators and make other determinations of fact as needed and shall thereupon
            establish the price. The decision of the third arbitrator shall be final. Upon purchase
            or tender of the purchase price, such person shall no longer be entitled to any right,
            privilege, or benefit as a shareholder of the Benefit Corporation.

    C. Initial Subscribers. The names, addresses and capital subscription of the original
       subscribers are:

SUBSCRIBER                      ADDRESS                            Number of Shares

___________                     ___________ [Instruction: Insert   ___________ [Instruction: Insert
[Instruction: Insert            Address]                           Number of Shares] of
Name]                                                              [Instruction: Choose one:


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                                                                   Common Stock // Preferred
                                                                   Stock]

___________                     ___________ [Instruction: Insert   ___________ [Instruction: Insert
[Instruction: Insert            Address]                           Number of Shares] of
Name]                                                              [Instruction: Choose one:
                                                                   Common Stock // Preferred
                                                                   Stock]

___________                     ___________ [Instruction: Insert   ___________ [Instruction: Insert
[Instruction: Insert            Address]                           Number of Shares] of
Name]                                                              [Instruction: Choose one:
                                                                   Common Stock // Preferred
                                                                   Stock]



    D. Liability. The private property of the shareholders of this Benefit Corporation is not
       subject to the payment of corporate debts, except to the extent of any unpaid balance of
       subscription for shares.

    E. Voting Rights.

       i.   Each holder of the Common Stock shall be entitled to one vote for each share of stock
            standing in his name on the books of the Benefit Corporation. At each election of
            directors, each holder of the Common Stock shall have as many votes as the number
            of shares of Common Stock owned by him multiplied by the number of directors to
            be elected by the holders of the Common Stock. These votes may be divided among
            the total number of directors to be elected by the holders of Common Stock, or
            distributed among any lesser number, in such proportion as the holder may desire.

      ii.   The holders of the Preferred Stock shall have no voting rights except as required by
            law, provided that:

            (1) Whenever the dividends on the Preferred Stock, at the time of any annual
                meeting, shall be in arrears to the amount of ___________ Dollars ($___)
                [Instruction: Insert Amount] quarterly dividends, then at such annual meeting and
                at all annual meetings thereafter, and at any meeting called for the election of
                directors, until such time as the dividends on the Preferred Stock are no longer in
                arrears, the holders of the Preferred Stock shall be entitled to elect ___________
                (___) [Instruction: Insert Amount] directors and the holders of the Common
                Stock shall be entitled to elect only ___________ (___) [Instruction: Insert
                Amount]directors. Such directors shall serve until the next annual meeting. At


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                elections for such directors, each holder of Preferred Stock shall have as many
                votes as the number of shares of Preferred Stock owned by him multiplied by the
                number of directors to be elected by the holders of the Preferred Stock. These
                votes may be divided among the total number of directors to be elected by the
                holders of Preferred Stock, or distributed among any lesser number of such
                directors, in such proportion as the holder may desire;

            (2) The holders of the Preferred Stock shall be entitled to vote, with one (1) vote per
                share, and the affirmative vote of two-thirds of the outstanding Preferred Stock
                shall be required, to approve any amendment to the Articles of Incorporation
                which would affect the rights or preferences of such Preferred Stock; and

            (3) The holders of the Preferred Stock shall be entitled to vote with the holders of the
                Common Stock, voting together as one class, and an affirmative vote of two-
                thirds of the total shares shall be required, to approve: (a) any amendment to the
                Articles of Incorporation which does not affect the rights or preferences of the
                Preferred Stock; (b) the merger or consolidation of the Corporation with another
                corporation; (c) the sale, lease, exchange, mortgage, pledge or other disposition of
                all, or substantially all, of the Benefit Corporation’s property; and (d) the
                voluntary dissolution of the Benefit Corporation.

    F. Preemptive Rights. Each share of the Benefit Corporation entitles the holder to a
       preemptive right, for a period of ___________ (___) [Instruction: Insert Amount] days,
       to subscribe for, purchase or otherwise acquire securities of the Benefit Corporation. This
       right applies to any shares of the same class of the Benefit Corporation or any equity
       and/or voting shares of any class of the Benefit Corporation that the Benefit Corporation
       proposes to issue, or any rights or options that the Benefit Corporation proposes to grant
       for the purchase of shares of the same class of the Benefit Corporation or for the purchase
       of any shares, bonds, securities, or obligations of the Benefit Corporation that are
       convertible into or exchangeable for, or that carry any rights, to subscribe for, purchase or
       otherwise acquire shares of the same class of the Benefit Corporation or equity and/or
       voting shares of any class of the Benefit Corporation, whether now or hereafter
       authorized or created, whether having unissued or treasury status, and whether the
       proposed issue, reissue, transfer or grant is for cash, property or any other lawful
       consideration. After the expiration of ___________ (___) [Instruction: Insert Amount]
       days, any and all of the shares, rights, options, bonds, securities or obligations of the
       Benefit Corporation may be issued, reissued, transferred or granted by the board of
       directors, as the case may be, to any persons, firms, corporations and associations, and for
       such lawful consideration, and on such terms, as the board of directors in its discretion
       may determine. As used in these Articles, the terms “equity shares” and “voting shares”
       mean, respectively, shares that confer unlimited dividend rights and shares that confer
       unlimited voting rights in the election of one or more directors.

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    G. S Corporation Election. In the event the shareholders of the Benefit Corporation ever
       elect to be taxed pursuant to the S Corporation provisions of the Internal Revenue Code
       of 1986, as amended (“ S Corp Election”), then to the extent allowed by law, the Benefit
       Corporation and the board of directors will each year, on or before the due date(s) for
       estimated payment(s) of federal and applicable state and local income taxes, pay to the
       shareholders, by way of salary, bonus, dividend or otherwise, sufficient money for each
       shareholder to pay the federal and applicable state and local income taxes due for the
       applicable time periods. In the event of an S Corp Election, neither any shareholder nor
       any of the officers of the Benefit Corporation may, without the prior written consent of
       the record holders of more than ___________ percent (___%) [Instruction: Insert
       Percentage] of the then outstanding shares of stock in the Benefit Corporation, make or
       effect any transfer of any shares of stock in the Benefit Corporation that would cause a
       termination or invalidation of the S Corp Election.

10. Amendment. The provisions of these Articles may be amended, altered, or repealed from
    time to time to the extent and in the manner prescribed by the laws of the State of California,
    and additional provisions authorized by such laws as are then in force may be added. All
    rights herein conferred on the directors, officers and shareholders are granted subject to this
    reservation.

For the purpose of forming a Benefit Corporation under the laws of State of California, the
undersigned incorporators, have personally executed these Articles on ___________
[Instruction: Insert Date].



________________________________ [Instruction: sign]

By: ___________, [Instruction: Insert Name of Signatory], Incorporator



________________________________ [Instruction: sign]

By: ___________, [Instruction: Insert Name of Signatory], Incorporator



________________________________ [Instruction: sign]

By: ___________, [Instruction: Insert Name of Signatory], Incorporator




© Copyright 2013 Docstoc Inc.                                                                     9

				
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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.