Sample Articles of Incorporation

ARTICLES OF INCORPORATION
OF
(name of organization)

I

The name of this corporation is _____________________________________________.

II
  1. This organization is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes.
  2. The Specific purposes for which this corporation is organized include, but are not limited to: [the preservation and management of parkland and delivery of programs for scientific, historic, educational, ecological, recreational, agricultural, scenic or open space opportunities.]
III

The name and address in the State of [ eg. California ] of this Corporation's initial agent for service of process is:

Name___________________________________________________________________

Address
________________________________________________________________________
________________________________________________________________________

COMMENT: Section III indicates to the Secretary of State and other interested parties the name of the person to whom legal documents must be sent. The initial agent is usually one of the initial directors of the corporation. If the corporation has established a principal office, this address should be listed as the agent's address. Otherwise, the agent's home address is acceptable.

IV
  1. The corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
  2. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code or (2) by a corporation contributions to which are deductible under Section 170(c)(2) of said Code, or the corresponding provisions of any future statute of the United States.
  3. No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall the corporation participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
V

The names and addresses and office held of the persons designated to act as the initial Board of Directors of this corporation are: [ List their names and addresses. Most states require a minimum of three Board Members/ Officers for incorporation purposes. ]

VI
  1. The property of this Corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of the corporation shall ever inure to the benefit of any director, trustee, member or officer of this corporation, or to any private person.
  2. Upon the dissolution or winding up of the corporation, any assets remaining after payment of, or provision for payment of, all debts and liabilities shall be distributed to a governmental entity described in Section 170(b)(1) (A)(v) of the Internal Revenue Code, or to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes, which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code, and which is qualified to receive "qualified conservation contributions" within the meaning of Section 170(h) of said Code, or the corresponding provisions of any future statute of the United States.
  3. In the event of a liquidation of this corporation, all corporate assets shall be disposed of in such a manner as may be directed by decree of the superior court for the county in which the corporation has its principal office, on petition therefore by the Attorney General of by any person concerned in the dissolution, in a proceeding to which the Attorney General is a party.

IN WITNESS WHEREOF, the undersigned, being the Incorporators of [name of nonprofit] and the initial directors named in these Articles of Incorporation on _____________________, 20___.

INCORPORATORS

[signature]

_________________________________
[typed name], Incorporator


[signature]

_________________________________
[typed name], Incorporator



DIRECTORS

[signature]

_________________________________
[typed name], Director


[signature]

_________________________________
[typed name], Director


[signature]

_________________________________
[typed name], Director


COMMENT: The minimum actual number of Incorporators and the number of Directors depends on your state's non profit incorporation requirements that can be obtained from the Secretary of State or known to law offices or published in non profit guidebooks.. It is advisable to have at least three directors.

Also note that if the initial directors are named in the Articles of Incorporation, it is not necessary to have incorporators. However, having both incorporators and initial directors may be advisable if the nonprofit wishes to demonstrate broad community support.

Remember that any incorporators and all named directors must sign the Articles of Incorporation, as provided for above, and must also acknowledge having signed the Articles. This acknowledgement must be a separate form from the body of the instrument (see sample declaration below).

DECLARATION

We are the persons whose names are subscribed below. We collectively are all of the incorporators of _______ [name of nonprofit}_______ and all of the initial directors named in the Articles of Incorporation, and we have executed these Articles of Incorporation. The foregoing Articles of Incorporation are out act and deed, joint and severally.

Executed on _________________, 20____,

at _____________________________, [city and state]

We, and each of us, declare that the foregoing is true and correct.

[signature]

_________________________________
[typed name], Incorporator


[signature]

_________________________________
[typed name], Incorporator


[signature]

_________________________________
[typed name], Director


[signature]

_________________________________
[typed name], Director


Note: Information adapted from "The Non-Profit Primer: A Guide Book for Land Trusts", a publication of the State Coastal Conservancy. Second Edition, 1989.