Planning and Structure

Articles of Incorporation Example

Foraker can help you develop your articles of incorporation and ensure that they meet all necessary requirements. Contact us at info@forakergroup.org, or call 907-743-1200.

ARTICLES OF INCORPORATION OF
XYZ Organization

We, the undersigned, natural persons of the age of majority, acting as incorporations for the purpose of creating a non-profit corporation under the laws of the State of Alaska, AS 10.20.005 et seq., do hereby set forth the following Stated Articles of Incorporation for said corporation.

ARTICLE I
Name

The name of this corporation is and shall be XYZ Organization

ARTICLE II
Duration

The duration of this corporation shall be until such time the board of directors unanimously votes to end their partnership. (You can state another way that this organization will close, but it needs to be by some portion of a vote of the board.)

ARTICLE III
Purpose

The purpose for which this corporation is organized is to (state main purpose, for example, manage a facility for the use of XYZ Organization or to oversee the services of XYZ Organization)

ARTICLE IV
Provisions for the Regulation of the Internal Affairs of the Corporation

10. Powers: The corporation shall have all the powers granted a corporation by AS 10.20.005.725. The provisions set forth in AS 10.20.153 (applicable to private foundations) shall not apply to this corporation. Notwithstanding anything herein to the contrary, the corporation shall exercise only such powers are in furtherance of the exempt purposes of organizations set forth in Subsection 501(c)(3) of the Internal Revenue Code under which the corporation chooses to qualify for exemption, as the same now exists, or as it may be amended from time to time.
11. Dissolution: In the event of dissolution of the corporation, no member shall be entitled to any distribution or division of its remaining property or proceeds, and the balance of all money or property received by the corporation from any source, after the payment of all debts and obligations, shall be used and distributed exclusively within the intention of Section 501(c)(3) of the Internal Revenue Code, as now exists, or as it may be amended from time to time.

ARTICLE V
Registered Office and Agent

The address of the corporation shall be XYZ Organization, the registered agent shall be the president of the board of directors.

ARTICLE VI
Board of Directors

The number of members of the initial board of directors shall be six (6). The names of the individuals are:

Insert names of directors

ARTICLE VII
Fiscal Year

The fiscal year of this corporation is July 1 through June 30.

ARTICLE VIII
Non-Discrimination

The officers, directors, committee members, employees and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, gender, sexual orientation, race, religion, national origin, and physical disabilities.

ARTICLE IX
Standing Rules

In order to comply with the specific provisions of the XYZ Organization bylaws, the board of directors may from time to time establish standing rules, which have the same force and effect as the bylaws. Standing rules may be amended or rescinded by the board of directors by majority vote within seven (7) days prior with written notice.

ARTICLE X
Indemnification

Directors and officers and former directors and officers of the corporation shall be indemnified to the fullest extent of the laws as provided in the Alaska Statues 10.20.011(14), or any successor provision or amendment thereto, against expenses actually and reasonably incurred by such person in connection with the defense of any action, suit or proceeding, civil or criminal, in which such person is made a party by reason of being or having been a director or officer of the corporation, except in relation to matters in which that person was adjudged, in the action, suit or proceeding, to be liable for negligence or misconduct in the performance of his/her corporate duties.

ARTICLE XI
Parliamentary Authority

The rules contained in Robert’s Rules of Order, Newly Revised, shall govern this corporation in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and any special rules of order this corporation may adopt.

ARTICLE XII
Amendments

These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by an affirmative vote of two-thirds of all the Directors present and entitled to vote at any regular or special meeting of the Board of Directors; provided that notice of such meeting together with a copy of such proposed amendment or amendments, shall be sent to each Director thirty (30) days in advance, and provided further, that no amendment may be adopted which is not consistent with the Articles of Incorporation.

Adopted this __ day of (Month) (Year)

President:____________________________________________________________

Secretary:_____________________________________________________________