Articles of Incorporation – Cover Sheet
Key Elements
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Name
Limitation to purposes permitted under section 501(c)(3)
Prohibition of inurement
Prohibition of political campaign activity and limitation on lobbying
Prohibition of other activities not permitted to an organization exempt under section
501(c)(3) and eligible to receive deductible contributions under section 170(c)
Dissolution clause
Variance power (or include in bylaws)
Drafting Hints
The sample is a simple document. Articles II and III closely mirror provisions in sample Articles of
Incorporation that the IRS includes in an appendix to Publication 557 and are mandatory for
exemption under section 501(c)(3). You may want to incorporate additional language expressing
the Foundation’s purpose of serving your community or you may prefer to reserve such language
for the bylaws, which are easier to amend.
A trap for the unwary is language in a purpose clause that restricts grantmaking to organizations
described in section 501(c)(3). This unduly limits the power of the foundation to make grants to
any type of organization or to individuals as long as the grants further a charitable purpose.
The sample includes the community foundation variance power as well as its powers to remove
trustees and agents. These can, instead, be included in the bylaws; however, there is less
likelihood that they will be inadvertently deleted if they are in the Articles. The language used is
that of the Treasury regulations. You may make some changes to this exact wording, particularly
changes that enlarge the scope of the power, as long as your preferred phrasing is sufficient to
meet National Standards and the requirements of the Tax Code.
See
http://www.cfstandards.org/FAQ/do-you-have-examples-sufficient-variance-power
for
examples.
Copyright ©2014 by the Council on Foundations, www.cof.org.
This sample document is being provided for informational purposes only as part of your participation in the
Community Foundations National Standards program and is not to be shared without the permission of the Council
on Foundations. Use of the sample document does not create an attorney-client relationship, and the information
provided is not a substitute for expert legal, tax or other professional advice tailored to your specific
circumstances. The information may not be relied upon for the purposes of avoiding any penalties that may be
imposed under the Internal Revenue Code.
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The sample document is for corporations that do not have members. If your foundation has (or
is proposed to have) members, consult with counsel about the additional provisions needed.
Resources
IRS Publication 557, Tax-Exempt Status for Your Organization, http://www.irs.gov/pub/irspdf/p557.pdf.