[MODEL ARTICLES OF INCORPORATION]
[These Articles of Incorporation should not be deemed legal advice and should not be acted upon without prior consultation with appropriate professional advisors.]
COMMONWEALTH OF PENNSYLVANIA
ARTICLES OF INCORPORATION - DOMESTIC NONPROFIT CORPORATION
In compliance with the requirements of 15 Pa. C.S. § 5306 (relating to articles of incorporation), the undersigned, desiring to incorporate a nonprofit corporation, [state] [states] that:
1.Name. The name of the corporation is:
[Name of Corporation]
2.Address. The address of the corporation’s initial registered office in this Commonwealth is:
[Number and Street Address
City, State Zip]
The county of venue is [name of county] County.
3.Purposes and Operation. The corporation is incorporated under the Pennsylvania Nonprofit Corporation Law of 1988 (as amended) exclusively for [Insert one or more of the following: religious, charitable, scientific, literary, and educational] purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provisions of any future United States Internal Revenue Law (the “Code”). [The corporation’s purposes shall include, but not be limited to: insert more specific purposes if desired; avoid broad purposes authorized by Pennsylvania statute.]
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its [Insert one or more of the following: trustees, directors, officers, members], or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes. No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting, to influence legislation. The corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(a) of the Code as an organization described in section 501(c)(3) of the Code, or contributions to which are deductible under section 170(a) of the Code as being to an organization referred to in section 170(c)(2) of the Code.
4.Nonprofit. The corporation does not contemplate pecuniary gain or profit, incidental or otherwise.
5.Private Foundation. Notwithstanding any other provisions in these articles, at all times when the corporation is a private foundation within the meaning of section 509 of the Code, it shall be subject to the following additional restrictions:
(a)The corporation shall distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Code.
(b)The corporation shall not engage in any act of self dealing as defined in section 4941(d) of the Code.
(c)The corporation shall not retain any excess business holdings as defined in section 4943(c) of the Code.
(d)The corporation shall not make any investments in such manner as to subject it to tax under section 4944 of the Code.
(e)The corporation shall not make any taxable expenditures as defined in section 4945(d) of the Code.
6.Nonstock. The corporation is organized upon a nonstock basis.
7.Incorporator[s]. The name and address of the incorporator is:
or [The names and addresses of the incorporators are:]
8.Dissolution. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the exempt purposes of the corporation or to one or more organizations organized and operated exclusively for [Insert one or more of the following, as appropriate: religious, charitable, scientific, literary, or educational] purposes which at the time qualify as exempt organizations under section 501(c)(3) of the Code, as the Board of Directors shall determine. Any assets not so distributed by the Board of Directors shall be distributed by the Court of Common Pleas of the county in which the corporation’s principal office is then located exclusively for the corporation’s exempt purposes. The use of any surplus funds for private inurement to any person in the event of a sale of the assets or dissolution of the corporation is expressly prohibited.
9.Members. The corporation shall have no members. [If the corporation will have members, then substitute the following: The corporation may have members as provided in its Bylaws.]
10.Unincorporated Association. The incorporators constitute a majority of the members of the committee authorized to incorporate ____________________ [Insert name of unincorporated association] by the requisite vote required by the organic law of the association for the amendment of such organic law. [If the corporation is the successor to an unincorporated association, include this section. If not applicable, delete.]
11.Effective Date. These Articles of Incorporation shall be effective ____________________. [If Articles are to be effective on a prospective date, include this section. If not applicable, delete.]
12.No Discrimination. The corporation shall not discriminate against applicants and students on the basis of race, color, or national or ethnic origin. [If the organization is a private school, the Articles must contain this provision. If not applicable, delete.]
[Drafter’s Notes: Under Pennsylvania law, the term of the corporation is automatically perpetual unless otherwise specified in the articles of incorporation. It is not necessary to recite the perpetual term in the articles. A lesser term is not recommended. But if a lesser term is desired, the term should be specified. Bracketed bold text requires choices to be made. Remove brackets, bold font, and this note from final document prior to filing with Corporation Bureau.]