HomeMy WebLinkAboutEXAMPLE ARTICLES OF INCORPORATION
EXAMPLE ARTICLES OF INCORPORATION
Provided by the City of Edina as an example to residents who wish to form a lake association. Residents/lake
associations are responsible for any filing and reporting requirements with the State of Minnesota to establish and
maintain non-profit status.
ARTICLES OF INCORPORATION
OF ______________ LAKE ASSOCIARION
The undersigned incorporator(s) is an (are) individual(s) 18 years of age or older and adopt the
following articles of incorporation to form a nonprofit corporation (Chapter 317A).
ARTICLE I – NAME
The name of this corporation shall be _____________________
ARTICLE II – REGISTERED OFFICE ADDRESS
The place in Minnesota where the principal office of the corporation is to be located at
_________________.
ARTICLE III – PURPOSE
This corporation is organized exclusively for charitable, religious, educational, and scientific purposes as
specified in Section 501(c)(3) of the Internal Revenue Code, 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.
The purpose of this corporation is:
• to maintain, protect, and improve the water quality, aesthetic values, wildlife habitat, and
recreational capacity of ___________ Lake;
• to educate shoreline owners and the public about the condition and protection of
______________ Lake; and
• to provide a framework for representation for shoreline owners’ interests in decision-making
for ____________ Lake.
ARTICLE IV – EXEMPTION REQUIREMENTS
At all times the following shall operate as conditions restricting the operations and activities of the
corporation:
1. No part of the net earnings of the organization shall inure to the benefit of, or be distributable
to its members, trustees, officers, or other private persons, except that organization shall be
authorized and empowered to pay reasonable compensation for services rendered and to make
payments and distributions in furtherance of the purpose set forth in the purpose clause hereof.
2. No substantial part of the activities of the corporation shall constitute the carrying on of
propaganda or otherwise attempting to influence legislation, or any initiative or referendum
before the public, and the corporation shall not participate in, or intervene in (including by
publication or distribution of statements), any political campaign on behalf of, or in opposition
to, any candidate for public office.
3. Notwithstanding any other provisions of this document, the organization shall not carry on any
other activities not permitted to be carried on by an organization exempt from federal income
tax under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any
future code, or by an organization, contributions to which are deductible under Section
170(c)(2) of the Internal Revenue Code, or corresponding section of any future tax code.
ARTICLE V – MEMBERSHIP/BOARD OF DIRECTORS
This corporation shall have members. The eligibility, rights, and obligations of the members will be
determined by the organization’s bylaws.
The management of the affairs of the corporation shall be vested in a board of directors, as defined by
the corporation’s bylaws. No director shall have any right, title, or interest in or to any property of the
corporation.
The number of directors constituting the initial board of directors is three (3); their names and
addresses are as follows:
Director 1, Address1, Edina, MN Zip
Director 2, Address 2, Edina, MN Zip
Director 3, Address 3, Edina, MN Zip
Members of the initial board of directors shall serve until the first annual meeting, at which their
successors will be duly elected and qualified, or removed as provided in the bylaws.
ARTICLE VI – PERSONAL LIABILITY
No member, officer, or director of this corporation shall be personally liable for the debts or obligations
of this corporation of any nature whatsoever, nor shall any of the property of the members, officers, or
directors be subject to the payment of the debts or obligations of this corporation.
ARTICLE VII – DURATION/DISSOLUTION
The duration of the corporate existence shall be perpetual until dissolution.
Upon the dissolution of the organization, assets of the corporation shall be distributed for one or more
exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or
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.
ARTICLE VIII – INCORPORATORS
In witness thereof, we, the undersigned, have hereunto subscribed our names for the purpose of
forming the corporation under the laws of the State of Minnesota and certify we executed these Articles
of Incorporation this Month Day of Year.
Incorporator 1
Signature
Printed Name
Address, City, State Zip
Incorporator 2
Signature
Printed Name
Address, City, State Zip
Incorporator 3
Signature
Printed Name
Address, City, State Zip