Difference between revisions of "Articles of Incorporation for a Tax-Exempt Nonstock Corporation"

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(Adding the text of the articles of incorporation)
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* [http://www.marylandnonprofits.org/html/support/documents/How_To_Sample_Articles.doc Maryland Nonprofits.org]
 
* [http://www.marylandnonprofits.org/html/support/documents/How_To_Sample_Articles.doc Maryland Nonprofits.org]
  
== Proposed Text ==
 
 
I propose we simply use the Articles of Incorporation from the Maryland Department of Assessments and Taxation (linked above). They already contains the clauses required by the IRS for our 501(c)(3) application and they are known to be acceptable to Maryland. The only other thing we need, besides some names and addresses, is a brief [[Mission Statement]]. Something as simple as we currently have, "to create an environment that promotes creativity and exploration at the intersection of technology, art, science and culture" would work fine.
 
I propose we simply use the Articles of Incorporation from the Maryland Department of Assessments and Taxation (linked above). They already contains the clauses required by the IRS for our 501(c)(3) application and they are known to be acceptable to Maryland. The only other thing we need, besides some names and addresses, is a brief [[Mission Statement]]. Something as simple as we currently have, "to create an environment that promotes creativity and exploration at the intersection of technology, art, science and culture" would work fine.
  
 
It seems to be good practice to keep your Articles of Incorporation as brief as possible and put everything else into the more malleable [[bylaws]] (we don't need to inform the state when we update bylaws). [[User:Jonlesser|Jonlesser]] 07:09, 2 July 2009 (UTC)
 
It seems to be good practice to keep your Articles of Incorporation as brief as possible and put everything else into the more malleable [[bylaws]] (we don't need to inform the state when we update bylaws). [[User:Jonlesser|Jonlesser]] 07:09, 2 July 2009 (UTC)
 +
 +
== Articles of Incorporation for a Tax-Exempt Nonstock Corporation ==
 +
=== First ===
 +
The undersigned
 +
* Adam D Bachman whose address is 3540 Buena Vista Avenue, Baltimore, Maryland
 +
* Patrick Roanhouse whose address is 473 White Haven Court, Severna Park, Maryland
 +
* Kelly Patrick Egan 1206 North Calvert Street, Apartment B1, Baltimore Maryland
 +
* Steve
 +
* Mark
 +
being at least eighteen years of age, do hereby form a corporation under the laws of the State of Maryland.
 +
 +
=== Second ===
 +
The name of the corporation is Baltimore Node.
 +
                                                             
 +
=== Third ===
 +
The purposes for which the corporation is formed are as follows:
 +
* To create an environment that promotes creativity and exploration at the intersection of technology, art, science and culture.
 +
* Creating and maintaining a space for collaboration, production and education.
 +
* Sharing the results of our exploration of technology with our local community and the world.
 +
* Being an active and responsible member of our local community.
 +
Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
 +
 +
=== Fourth ===
 +
The street address of the principal office of the corporation in Maryland is 3540 Buena Vista Avenue, Baltimore, Maryland.
 +
                                                                                              .
 +
=== Fifth ===
 +
The name of the resident agent of the corporation in Maryland is Adam D Bachman whose address is 3540 Buena Vista Avenue, Baltimore, Maryland                               
 +
                                                                                              .
 +
=== Sixth ===
 +
The corporation has no authority to issue capital stock.
 +
 +
=== Seventh ===
 +
The number of directors of the corporation shall be five (5) which number may be increased or decreased pursuant to the bylaws of the corporation. The names of the directors who shall act until the first meeting or until their successors are duly chosen and qualified are
 +
* Adam D Bachman whose address is 3540 Buena Vista Avenue, Baltimore, Maryland
 +
* Patrick Roanhouse whose address is 473 White Haven Court, Severna Park, Maryland
 +
* Kelly Patrick Egan 1206 North Calvert Street, Apartment B1, Baltimore Maryland
 +
* Steve
 +
* Mark
 +
                                                                                              .
 +
=== Eighth ===
 +
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, 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 the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution 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 other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. 
 +
 +
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Revision as of 04:15, 3 July 2009

Here are three examples Articles of Incorporation to review:

I propose we simply use the Articles of Incorporation from the Maryland Department of Assessments and Taxation (linked above). They already contains the clauses required by the IRS for our 501(c)(3) application and they are known to be acceptable to Maryland. The only other thing we need, besides some names and addresses, is a brief Mission Statement. Something as simple as we currently have, "to create an environment that promotes creativity and exploration at the intersection of technology, art, science and culture" would work fine.

It seems to be good practice to keep your Articles of Incorporation as brief as possible and put everything else into the more malleable bylaws (we don't need to inform the state when we update bylaws). Jonlesser 07:09, 2 July 2009 (UTC)

Articles of Incorporation for a Tax-Exempt Nonstock Corporation

First

The undersigned

  • Adam D Bachman whose address is 3540 Buena Vista Avenue, Baltimore, Maryland
  • Patrick Roanhouse whose address is 473 White Haven Court, Severna Park, Maryland
  • Kelly Patrick Egan 1206 North Calvert Street, Apartment B1, Baltimore Maryland
  • Steve
  • Mark

being at least eighteen years of age, do hereby form a corporation under the laws of the State of Maryland.

Second

The name of the corporation is Baltimore Node.

Third

The purposes for which the corporation is formed are as follows:

  • To create an environment that promotes creativity and exploration at the intersection of technology, art, science and culture.
  • Creating and maintaining a space for collaboration, production and education.
  • Sharing the results of our exploration of technology with our local community and the world.
  • Being an active and responsible member of our local community.

Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Fourth

The street address of the principal office of the corporation in Maryland is 3540 Buena Vista Avenue, Baltimore, Maryland.

                                                                                             . 

Fifth

The name of the resident agent of the corporation in Maryland is Adam D Bachman whose address is 3540 Buena Vista Avenue, Baltimore, Maryland

                                                                                             . 

Sixth

The corporation has no authority to issue capital stock.

Seventh

The number of directors of the corporation shall be five (5) which number may be increased or decreased pursuant to the bylaws of the corporation. The names of the directors who shall act until the first meeting or until their successors are duly chosen and qualified are

  • Adam D Bachman whose address is 3540 Buena Vista Avenue, Baltimore, Maryland
  • Patrick Roanhouse whose address is 473 White Haven Court, Severna Park, Maryland
  • Kelly Patrick Egan 1206 North Calvert Street, Apartment B1, Baltimore Maryland
  • Steve
  • Mark
                                                                                             . 

Eighth

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, 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 the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution 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 other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.