Articles of Incorporation California Flexible Purpose Corporation

					This Articles of Incorporation of a California Flexible Purpose Corporation is to be filed
with the Secretary of State, for the organization of a flexible purpose corporation. The
articles include the provisions required under the recently enacted law (i.e. paragraph 1-
4, and 9A-B), as well as a variety of optional provisions relating to the regulation of the
affairs of the flexible purpose corporation.
                                ARTICLES OF INCORPORATION OF

       ___________ [Instruction: Insert Name of Flexible Purpose Corporation], FPC

                                a California flexible purpose corporation



1. Name. The name of this flexible purpose corporation is ___________ [Instruction: Insert
   Name of Corporation], FPC (the “Flexible Purpose Corporation”).

2. Organization. This Flexible Purpose Corporation is organized as a flexible purpose
   corporation under the Corporate Flexibility Act of 2011.

3. Purpose.

    A. The purpose of this Flexible Purpose 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 flexible purpose corporation engaging in
       that profession by applicable laws and regulations, for the benefit of the long-term and
       the short-term interests of the flexible purpose corporation and its shareholders.

    B. [Instruction: Choose One:]

In addition to the purpose stated pursuant to paragraph 3(A), the purpose of this Flexible Purpose
Corporation is to engage in one or more charitable or public purpose activities that a nonprofit
public benefit corporation is authorized to carry out.

OR

In addition to the purpose stated pursuant to paragraph 3(A), the purpose of this Flexible Purpose
Corporation is to promote the positive short-term or long-term effects of, or minimize the
adverse short-term or long-term effects of, the Flexible Purpose Corporation’s activities upon
[Instruction: Choose One: the Flexible Purpose Corporation’s employees, suppliers, customers,
and creditors // OR the community and society // OR the environment.

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

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

6. Duration. The period of this Flexible Purpose Corporation’s duration shall commence upon
   the date that these Articles of Incorporation (“Articles”) are filed with the Secretary of State

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    and shall continue [Instruction: Choose One: in perpetuity // for ___________
    (___)[Instruction: Insert Duration] years].

7. 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]

        ___________ [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 Flexible Purpose
       Corporation set forth in paragraph 7(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 Flexible Purpose 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 Flexible Purpose Corporation, all corporate powers shall be exercised
       by or under the authority of the board of directors, and the business and affairs of the
       Flexible Purpose 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 Flexible Purpose Corporation are:

INITIAL OFFICER                 OFFICE                ADDRESS

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

___________ [Instruction:       Vice President        ___________ [Instruction: Insert



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Insert Name]                                           Address]

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

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



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

    F. Limitation of Personal Liability of Directors. Any personal liability of a director to the
       Flexible Purpose Corporation or its shareholders for monetary damages for conduct as a
       director is eliminated, to the full extent permitted by the Code, except for any liability
       for: (i) for acts or omissions that involve intentional misconduct or a knowing and
       culpable violation of law, (ii) for acts or omissions that a director believes to be contrary
       to the best interests of the Flexible Purpose Corporation or its shareholders and its
       corporate purposes as expressed herein, or that involve the absence of good faith on the
       part of the director, (iii) for any transaction from which a director derived an improper
       personal benefit, (iv) for acts or omissions that show a reckless disregard for the director's
       duty to the Flexible Purpose Corporation or its shareholders in circumstances in which
       the director was aware, or should have been aware, in the ordinary course of performing a
       director's duties, of a risk of serious injury to the Flexible Purpose Corporation, its
       shareholders, or its corporate purposes as expressed in its articles, (v) for acts or
       omissions that constitute an unexcused pattern of inattention that amounts to an
       abdication of the director's duty to the Flexible Purpose Corporation, its shareholders, or
       its corporate purposes as expressed in its articles pursuant to Section 2602, (vi) under
       Section 310 or 2701, (vii) for any act or omission occurring prior to the date hereof, or
       (viii) for any act or omission as an officer, notwithstanding that the officer is also a
       director or that his or her actions, if negligent or improper, have been ratified by the
       directors.

    G. Indemnification of Agents. The Flexible Purpose Corporation is authorized to provide
       indemnification of “agents” as such term is defined in Section 2702(b) of the California
       Corporations Code, for breach of duty to the Flexible Purpose Corporation and its
       shareholders through bylaw provisions or through agreements with the agents, or both,
       provided that said provision or agreement does not provide for indemnification of any
       agent for any acts or omissions or transactions that a director may not be relieved of
       liability as described in paragraph 7(F).


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8. 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]



9. Capital Stock.

    A. Authorized Shares. The Flexible Purpose 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
       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


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            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 Flexible Purpose 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
       Flexible Purpose 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
            Flexible Purpose 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
            Flexible Purpose Corporation.

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

10. Shareholders.

    A. Close Corporation. This Flexible Purpose Corporation is a close corporation.

    B. Qualifications.

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

            (1) ___________ [Instruction: Insert Qualification]

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            (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 Flexible Purpose Corporation shall purchase the shareholder’s
            shares within ninety (90) days of the date that the shareholder fails to meet the
            Qualifications. The Flexible Purpose 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 Flexible Purpose
            Corporation.

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

SUBSCRIBER                      ADDRESS                             Number of Shares

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

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

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


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                                                                  Stock]



    D. Liability. The private property of the shareholders of this Flexible Purpose 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 Flexible Purpose 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
                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



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            (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 Flexible Purpose Corporation’s property; and (d) the
                voluntary dissolution of the Flexible Purpose Corporation.

    F. Preemptive Rights. Each share of the Flexible Purpose 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 Flexible Purpose
       Corporation. This right applies to any shares of the same class of the Flexible Purpose
       Corporation or any equity and/or voting shares of any class of the Flexible Purpose
       Corporation that the Flexible Purpose Corporation proposes to issue, or any rights or
       options that the Flexible Purpose Corporation proposes to grant for the purchase of shares
       of the same class of the Flexible Purpose Corporation or for the purchase of any shares,
       bonds, securities, or obligations of the Flexible Purpose 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 Flexible Purpose Corporation or equity and/or
       voting shares of any class of the Flexible Purpose 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
       Flexible Purpose 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.

    G. S Corporation Election. In the event the shareholders of the Flexible Purpose
       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 Flexible Purpose 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 Flexible Purpose Corporation may,

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        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
        Flexible Purpose Corporation, make or effect any transfer of any shares of stock in the
        Flexible Purpose Corporation that would cause a termination or invalidation of the S
        Corp Election.

11. 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 Flexible Purpose 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




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Description: This Articles of Incorporation of a California Flexible Purpose Corporation is to be filed with the Secretary of State, for the organization of a flexible purpose corporation. The articles include the provisions required under the recently enacted law (i.e. paragraph 1-4, and 9A-B), as well as a variety of optional provisions relating to the regulation of the affairs of the flexible purpose corporation.