Choose the jurisdiction before filing

Replace every bracketed field. Use [state]’s required filing form and attach additional clauses only in the permitted form. These provisions do not themselves create a corporation or grant tax exemption. Counsel should reconcile membership, initial directors, incorporator, service-of-process information, amendment powers, and any required state language.

Model Articles

A-01 · Name and legal identity

The name of the corporation is [Legal Name]. It is organized under [state and nonprofit corporation statute] as a [permitted nonprofit corporate type]. Its principal address is [address]. Its registered agent or agent for service of process is [name and legally sufficient address]. The incorporator is [name and address]. [Insert any state-required initial director information.]

A-02 · Restricted purpose

The corporation’s purposes are limited to charitable and educational purposes qualifying under section 501(c)(3) of the Internal Revenue Code and its successor provisions. Within those limits, it shall provide public-benefit PA education, develop accessible governance learning resources, and assess demonstrated learning and institutional practices using transparent standards. Its activities shall serve [defined public beneficiaries and educational need], rather than the private commercial interests of particular founders, owners, or institutions.

A-03 · PA commitments

The corporation shall maintain an adopted PA standard addressing Critical Reasoning, Emotional Acumen, Social Acumen, and Physical Health; evidence-based review; productive learning; and accountable implementation. Bylaws shall establish governance and review rights. The Operations Manual shall implement those provisions without altering them. Certification shall have disclosed scope, criteria, impartial assessment, appeal, and renewal requirements.

A-04 · Corruption identification and conversion

The corporation shall maintain a process to receive and examine concerns about harmful diversion of purpose, resources, authority, or decision processes. An unconflicted review shall preserve evidence, permit a response, distinguish allegations from findings, and document proportional corrective action and opportunities for productive development. Appeals and protections against retaliation shall be provided. This commitment shall not authorize unlawful conduct, concealment of required reports, uncompensated transfer of rights, or private appropriation of charitable assets.

A-05 · Restrictions and financial integrity

Net earnings shall not be distributed to private shareholders or insiders. Payments for actual services shall be reasonable, properly approved, and documented. The corporation shall not participate or intervene in campaigns for or against candidates for public office, and lobbying shall remain within applicable 501(c)(3) limits. It shall not conduct substantial activities inconsistent with its exempt purposes. Licensing and other revenue activities shall be reviewed for mission alignment, conflicts, private benefit, and tax consequences.

A-06 · Membership and governing authority

Select one legally permitted structure: [voting members, with rights and qualifications defined in the Bylaws] OR [no statutory voting members; the Board governs and participants have the expressly stated advisory rights]. Delete the unused alternative. The Board shall exercise corporate authority subject to applicable law, these Articles, and any reserved member powers. A PA learning role or certificate shall not independently confer a corporate vote or office.

A-07 · Independent organizations and partnerships

The corporation may enter lawful, documented educational, licensing, affiliation, and service agreements that further its exempt purposes. An independently established nonprofit or for-profit retains its own governance, assets, liabilities, and obligations unless a separately approved lawful agreement states otherwise. Government participation shall depend on the agency’s actual authority and required approvals.

A-08 · Dissolution and protected assets

After payment or lawful provision for liabilities, all remaining assets shall go to one or more organizations then qualifying under section 501(c)(3), or to a United States federal, state, or local government for a public purpose, as approved through the legally required dissolution process. No remaining charitable assets shall pass to members, founders, licensees, or business owners for private use.

A-09 · Amendments and document hierarchy

Amendments require the approvals and filings mandated by [state law] and the Bylaws, including any required member approval. No amendment may authorize private distribution of restricted charitable assets or purposes inconsistent with the corporation’s exempt commitments. Applicable law and these Articles govern over inconsistent Bylaws, policies, or private agreements.

A-10 · Execution

Incorporator: [name]. Signature: [signature]. Date: [date]. [Insert state-required execution, consent, and filing statements.]

Before adoption

Confirm the exempt purpose matches actual programs and public beneficiaries. Formation, federal exemption recognition, state tax treatment, charitable registration, and any occupational or institutional licenses are separate questions. Do not promise tax-deductible gifts or operating certification status on the strength of this template.

Legal basis: IRS organizing-document requirements and Form 1023 instructions.