Articles of Incorporation Template

ARTICLES OF INCORPORATION

OF

[Name]

The undersigned, acting as the incorporator of a nonprofit corporation under the provisions of the [State] Nonprofit Corporation Act, RCW 24.03, hereby adopts the following Articles of

Incorporation:

Article I. Name

The name of this Corporation is: [Name].

Article II. Duration

The period of its duration is perpetual unless dissolved by operation of law or otherwise.

Article III. Purposes

The Corporation is organized exclusively for educational, charitable, religious, scientific,

and/or literary purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Its purpose is to provide communities with high-quality education on topics related to preparedness, focusing on mutual aid from fellow citizens and community organizations rather than government disaster relief.

Article IV. Power

The Corporation shall have the power to do all lawful acts or things necessary, appropriate,

or desirable to carry out and in furtherance of its purposes described in Article III that are consistent with the [State] Nonprofit Corporation Act and Section 501(c)(3) of the Code.

Article V. Members

The Corporation shall have no members.

Article VI. Directors

The number of directors and the method of selecting directors shall be fixed by the bylaws

of this Corporation; provided that the initial directors, who shall hold office until the election of their successors, shall be [Number] in number and are as follows:

Name Address

Article VII. Prohibited Activity

Notwithstanding any of the provisions of these Articles of Incorporation, the Corporation

shall not conduct or carry on activities not permitted to be conducted or carried on by an

organization exempt from federal income tax under Section 501(c)(3) of the Code or by an

organization, contributions to which are deductible under Section 170(c)(2) of the Code. No part of the net earnings of the Corporation shall inure to the benefit of any director, officer, or private individual. No substantial part of the activities of the Corporation shall be devoted to the carrying on of propaganda, or otherwise attempting to influence legislation, except as Section 501(c)(3) organizations may be permitted by the Code, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. The Corporation shall not have or issue shares of stock and shall not make any disbursement of income or any loans to its directors or officers.

If at any time, and for so long as, the Corporation is classified as a “private foundation”

under Section 509(a) of the Code, the following provisions (A) through (E) shall apply in the

management of its affairs. At any time the Corporation is not classified as a “private foundation” under Section 509(a) of the Code, then the following provisions (A) through (E) shall not apply.

A. Each year this Corporation shall distribute its income, at such time and in amounts

at least sufficient to avoid liability for the tax imposed by Section 4942 of the Code, unless the Corporation qualifies as a “private operating foundation”;

B. The Corporation shall not engage in any act of “self-dealing” (as defined in

Section 4941(d) of the Code) which would give rise to any liability for the tax imposed by

Section 4941(a) of the Code;

C. This Corporation shall not retain, sell, exchange, distribute or otherwise dispose of

any “excess business holdings” (as defined in Section 4943(c) of the Code) in a way that would give rise to any liability for the tax imposed by Section 4943(a) of the Code;

D. This Corporation shall not make any investments that would jeopardize the carrying

out of any of its exempt purposes (within the meaning of Section 4944 of the Code) and that would, therefore, give rise to any liability for the tax imposed by Section 4944(a) of the Code; and

E. This Corporation shall not make any “taxable expenditures” (as defined in Section 4945(d) of the Code) which would give rise to any liability for the tax imposed by Section 4945(a) of the Code.

Article VIII. Registered Agent

The address of the registered office of the Corporation is [Address]. The name of its registered agent at such address is [Name].

Article IX. Limitation of Director Liability

Except to the extent otherwise required by applicable law (as presently in effect and as

hereafter amended), a director of the Corporation shall not be personally liable to the Corporation or its members for monetary damages for conduct as a director, except for liability of the director (i) for acts or omissions which involve intentional misconduct by the director or a knowing violation of law by the director or (ii) for any transaction from which the director personally receives a benefit in money, property or services to which the director is not legally entitled. If the [State] Nonprofit Corporation Act or the [State] Business Corporation Act is amended to authorize further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the [State] Nonprofit Corporation Act and the [State] Business Corporation Act, as so amended, without any requirement of further action by the Corporation, or its members or its directors.

No amendment to or repeal of this Article shall adversely affect any right of protection of

any director of the Corporation occurring after the date of the adoption of this Article and prior to such amendment or repeal.

Article X. Indemnification

The Corporation shall indemnify any director of the Corporation who is involved in any

capacity in a proceeding (as defined in RCW 23B.08.500, as presently in effect and as hereafter amended) by reason of the position held by such person or entity in the Corporation to the full extent allowed by law, as presently in effect and as hereafter amended. By means of a resolution or of a contract specifically approved by the Board of Directors, the Corporation may indemnify an officer, employee, or agent to such degree as the Board of Directors determines to be reasonable, appropriate, and consistent with applicable law and to be in the best interests of the Corporation.

Reasonable expenses incurred by a director, who is involved in any capacity in a proceeding by reason of the position held in the Corporation, shall be advanced by the Corporation to the full extent allowed by and on the conditions required by applicable law, as presently in effect and as hereafter amended, unless and until it is determined that such person is not entitled to be indemnified.

The Board of Directors of the Corporation shall have the right to designate the counsel who

shall defend any person or entity who may be entitled to indemnification, to approve any

settlement, and to approve in advance any expense. The rights conferred by or pursuant to this Article shall not be exclusive of any other rights that any person may have or acquire under any applicable law (as presently in effect and as hereafter amended), these Articles of Incorporation, the bylaws of the Corporation, a vote of the Board of Directors of the Corporation, or otherwise. No amendment to or repeal of this Article shall adversely affect any right of any director, officer, employee, or agent for events occurring after the date of the adoption of this Article and prior to such amendment or repeal.

Notwithstanding any other provision of this Article, no indemnification shall be provided

to any person if in the opinion of counsel, payment of such indemnification would cause the

Corporation to lose its exemption from federal income taxation.

Article XI. Interest of Officers, Directors or Others in

Transactions with This Corporation

Any officer or director (hereinafter referred to generally as “interested persons”)

individually, or any firm of which any interested person is a partner, or any private firm of which any interested person may be an officer, director, employee, or holder of any amount of its capital stock or other ownership interest, may be a party to or may be interested in any contract or transaction of this Corporation and, in the absence of actual fraud, no such contract or other transaction shall be thereby affected, impeached, or invalidated.

No interested person shall be liable to account to this Corporation for any profit realized

by him or her from or through any such transaction or contract provided that such contract or

transaction shall be approved or ratified by the affirmative vote of directors who are not so

interested constituting a majority of a quorum of directors present at a meeting of the board of directors of the Corporation.

Directors interested in any contracts or transactions of the types described in the foregoing

paragraphs may be counted when present at meetings of the board of directors or of any committee for the purpose of determining the existence of a quorum to consider and vote upon any such contract or transaction.

If any law, including without limitation the [State] Nonprofit Corporation Act or the

[State] Business Corporation Act, is amended or interpreted in such a manner as to contradict any of the provisions of this Article, then this Article shall be de facto amended to comply with the law without any requirement of further action by the Corporation, its members, or its directors.

Article XII. Distributions Upon Dissolution

No director, trustee, or officer of the Corporation, nor any private individual, shall be

entitled to share in the distribution of any of the corporate assets upon dissolution of the

Corporation or the winding up of its affairs. Upon dissolution or winding up of the Corporation, after paying or making adequate provision for payment of all of the liabilities, all remaining assets of the Corporation shall be distributed by the board of directors, with the involvement of the members, if any, to one or more nonprofit funds, foundations, or corporations that (a) have missions similar to the mission of the Corporation, (b) are organized and duly operated exclusively for educational, charitable, religious, scientific, and/or literary purposes, within the meaning of the Code, and (c) at that time qualify for tax exempt status under Section 501(c)(3) of the Code.

Any assets not so disposed of shall be disposed of by the Superior Court of [Location],

[State], for the purposes set forth in Article III of these Articles of Incorporation or to such

organization or organizations as the Superior Court of [Location] shall determine to be

organized and operated for purposes similar to that of the Corporation.

ARTICLE XIII. Incorporator

The incorporator is [Name] and the incorporator’s address is [Address]..

DATED this [Number] day of [Month], [Year].

[Name]

CONSENT TO SERVE AS REGISTERED AGENT

[Name] hereby consents to serve as Registered Agent in the State of [State] for [Name]. [Name] understands that as agent for the Corporation, it will be [Pronoun] responsibility to receive service of process in the name of the Corporation; to forward all mail to the Corporation; and to immediately notify the office of the Secretary of State in the

event of his resignation, or of any changes in the registered office address of the Corporation for which [Pronoun] is agent.

Dated [Month] [Number], [Year] by

[Name]

NAME OF REGISTERED AGENT: [Name]

ADDRESS OF REGISTERED AGENT: [Address]