The Non Profit Organization Incorporation document is essential for establishing a recognized nonprofit entity in the United States. It serves as the foundational document that defines the organization's charitable or nonprofit purpose, governance structure, and operational framework. This document is required by state authorities and the IRS for tax-exempt status consideration. It includes crucial information about the organization's mission, board structure, membership (if any), and dissolution provisions. The incorporation document must comply with both state-specific nonprofit corporation laws and federal regulations governing charitable organizations.
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1. Article I: Name and Purpose: Legal name of organization and mission statement, including specific charitable or nonprofit purposes that align with 501(c)(3) requirements
2. Article II: Principal Office: Registered office address, registered agent, and provisions for additional offices if needed
3. Article III: Board of Directors: Structure, powers, qualifications, terms, election procedures, removal processes, and responsibilities of the board
4. Article IV: Officers: Officer positions, duties, terms, election procedures, and removal processes
5. Article V: Membership: Membership structure, classes, rights, responsibilities, and procedures (if applicable)
6. Article VI: Meetings: Meeting procedures, notice requirements, quorum rules, and voting procedures for both board and membership meetings
7. Article VII: Fiscal Year: Definition of organization's fiscal year and basic financial provisions
1. Article VIII: Committees: Structure, authority, and operation of standing and special committees - include when organization plans to operate with formal committees
2. Article IX: Conflict of Interest: Comprehensive policies and procedures for handling conflicts of interest - include for organizations with complex stakeholder relationships
3. Article X: Indemnification: Provisions for protecting directors, officers, and other authorized representatives - include when additional liability protection is desired
4. Article XI: Dissolution: Procedures and requirements for organizational dissolution and distribution of assets - include when specific dissolution provisions are needed
1. Schedule A: Initial Board Members: List of initial board members, their contact information, and terms of service
2. Schedule B: Bylaws: Detailed operating procedures and rules governing the organization's internal management
3. Schedule C: Conflict of Interest Policy: Detailed policy document outlining procedures for identifying and handling conflicts of interest
4. Schedule D: IRS Form 1023 Checklist: Documentation requirements and checklist for federal tax-exempt status application
5. Schedule E: State Compliance Requirements: State-specific filing requirements and compliance checklist
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