Articles of Incorporation of a Foundation are essential when establishing a nonprofit foundation in the United States. This document is filed with the state government and serves as the foundation's constitutional document, containing crucial information about the organization's purpose, structure, and governance. It includes details about the foundation's name, registered office, initial board of directors, and dissolution provisions. The document must comply with both state nonprofit corporation laws and federal requirements for tax-exempt status under Section 501(c)(3). It forms the basis for subsequent operational documents like bylaws and is required for obtaining tax-exempt status from the IRS.
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1. Article I - Name: Legal name of the foundation
2. Article II - Duration: Period of existence (usually perpetual)
3. Article III - Purpose: Charitable and educational purposes of the foundation, including specific mission statement and objectives
4. Article IV - Registered Office and Agent: Official address and registered agent information for legal correspondence
5. Article V - Board of Directors: Initial directors, governance structure, and board composition requirements
6. Article VI - Membership: Whether the foundation has members and their rights, or specification that it is a non-membership organization
7. Article VII - Dissolution: Distribution of assets upon dissolution in accordance with 501(c)(3) requirements
1. Powers: Specific enumerated powers of the foundation, including authority to conduct various activities and transactions
2. Private Foundation Provisions: Special provisions required for private foundations under IRC Section 509(a)
3. Limitations on Activities: Specific restrictions on foundation activities to ensure compliance with 501(c)(3) requirements
1. Schedule A - Initial Board of Directors: Complete list of initial directors with their names, addresses, and contact information
2. Schedule B - Initial Assets: Detailed description of assets initially contributed to the foundation, including any endowment
3. Schedule C - Conflicts of Interest Policy: Comprehensive policy regarding identification and handling of conflicts of interest
4. Schedule D - Bylaws: Detailed operating procedures and governance rules of the foundation
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