Articles of Incorporation of Your Initiative Name
To: The Department of Consumer and Regulatory Affairs Business & Professional Licensing Administration Corporations Division We, The undersigned natural persons of the age of eighteen years or more, acting as incorporators of a corporation under the TITLE NAME (Statute number, code, title, etc.), adopt the following Articles of Incorporation: FIRST: The name of the corporation is: Your initiative name SECOND: The period of its duration is [perpetual or a determined number of years/months] THIRD: The purpose or purposes for which the corporation is organized are: 1. insert your central organizational objectives here 2. Be sure to be general enough to encompass any possible undertakings you might like to pursue, but… 3. make sure that your organizational mission is clearly defined and most importantly… 4. Be CERTAIN that no part of these purposes contradicts local or federal statutes regulating what undertakings are permitted. 5. This portion is not optional. FOURTH: This organization will[will not] be based on member involvement 1. If your organization will have non-officer members, explain how they will be selected. a. Be sure to include details on selection process b. If you wish to have a multi-tiered membership system, include that here as well. c. Also detail any provisions for membership approval by officers, board members, etc. 2. include provisions on removal of members 3. Will you provide members with voting rights for officers? Board members? 4. does membership include any other benefits/ responsibilities? FIFTH: Explain in detail how Board Members will be appointed/ elected. 1. This section, much as other details, can be skipped for the moment if you want more time to consider it. a. You have the option of saying that provisions for this or other parts will be provided for in the corporation by-laws, but each of these areas must be
covered either in your articles of incorporation or in the first issuance of your by-laws. b. Commonly, your by-laws will be due to your division of corporations by the January immediately following your official date of incorporation. SIXTH: 1. This section must cover the operations of your organization in considerable detail. While many portions of day-to-day operation may be omitted or left to the By-laws, typically it will be required that you describe the offices within your organization: a. You must include the name of the office and the principal duties of each one. b. It is especially important to establish which officers will have status as financial executive(s) for purposes of accessing corporation accounts, writing checks, etc. c. You should also include provisions to allow for vacancies in these offices and how each one will be filled, usually by the board of directors or the President/CEO. d. One common provision for this section is to name an Ex Officio Board member. That is, an officer of the organization who, simply by virtue of holding that office, is also considered a member of the Board; typically the president, CEO, CFO, or other executive. 2. You may also want to include provisions on protocol for removing officers by the board, other officers, and/or the membership itself; this would depend on the level of accountability you want to establish, and in which direction you expect it to be most important. a. Again, this section could easily be left to the By-Laws, but writing it into the Articles ensures that it will be harder to modify later; something which could be an advantage or a real pain. 3. You should include provisions detailing how offices may be created or destroyed later, by revision of the By-Laws. a. Depending on the laws where you are incorporating, if you do not write this provision into the Articles, you may need to amend them later to create, remove, or even simply change the name of an office. 4. Protocol for handling of the Board’s business is essential. a. You should establish a clear definition of Quorum b. You should define precisely how often and by what means the Board should or must meet. c. Some means of selecting and/or removing board members is highly recommended. 5. Publications, announcements, or any other such means of communicating with membership, the public, or officers should also be included. 6. DO NOT FORGET to outline (again with suitably vague language) how you plan to undertake the “purpose or purposes for which this organization is incorporated”
7. In the event of dissolution of the corporation, after all debts have been paid, any funds or assets still in hand will be Make provisions here for the division of your assets, this is not optional. Be sure that your provisions comply with state and federal laws. a. You may choose to name a beneficiary nonprofit organization in a related field to receive these assets and funds, but be sure that if you do so, it is incompliance with appropriate statutes. SEVENTH: The Registered Agent of Your Initiative’s Name will be: Registered Agent name and in-state address EIGHTH: The initial members of the Board of Directors will be Name all Board Members and include their addresses. NINTH: The Incorporators of this organization will be _________________________ Name and Address _________________________ Name and Address _________________________ Name and Address Date:_____________________
I, _______________________, A Notary Public, hereby certify that on the ___________ day of ____________, 20___ The preceding incorporators appeared before me and signed the foregoing document as incorporators and have averred that the statements therein contained are true.