Articles of Incorporation of the Association serve as the founding document that legally establishes an association within a U.S. state jurisdiction. This document is essential when forming any formal association, whether for professional, charitable, or community purposes. It provides the legal framework for the organization's existence, defining its basic structure, governance, and operational parameters. The articles must be filed with the appropriate state authority and typically include information about the association's name, purpose, registered agent, board structure, and dissolution procedures. The content and filing requirements vary by state and may be influenced by whether the association seeks non-profit status.
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1. Article I: Name and Location: States the official name of the association and its principal place of business
2. Article II: Purpose: Defines the primary objectives and activities of the association
3. Article III: Registered Agent and Office: Specifies the registered agent and official address for legal correspondence
4. Article IV: Duration: States whether the association will exist perpetually or for a specific term
5. Article V: Members: Establishes the basic framework for membership in the association
6. Article VI: Board of Directors: Outlines the governance structure and basic board composition
7. Article VII: Officers: Defines the officer positions and basic responsibilities
8. Article VIII: Initial Directors/Incorporators: Lists the initial directors and incorporators of the association
9. Article IX: Dissolution: Provides basic procedures for dissolution of the association
10. Article X: Amendments: Specifies the process for amending the articles of incorporation
1. Tax Status Declaration: Required when seeking non-profit status, specifies intended tax classification
2. Membership Classes: Optional section defining different types of membership when multiple membership categories exist
3. Liability Limitations: Additional provisions limiting liability of directors, officers, and members
4. Special Provisions: Industry-specific requirements or special operating conditions
5. Distribution of Assets: Detailed procedures for asset distribution upon dissolution, especially important for non-profits
6. Conflict of Interest Provisions: Specific provisions for handling conflicts of interest, especially important for non-profits
1. Schedule A: Initial Board Members and Terms: List of initial board members with their terms of service
2. Schedule B: Initial Officers: List of initial officers and their positions
3. Schedule C: Property or Assets: Inventory of any property or assets contributed at formation
4. Schedule D: Special Rights or Restrictions: Details of any special rights or restrictions applicable to the association
5. Appendix 1: Incorporator Signatures: Formal signatures and acknowledgments from incorporators
6. Appendix 2: State-Specific Forms: Required state-specific forms and filings
7. Appendix 3: IRS Forms: Tax-related forms, particularly if applying for tax-exempt status
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