Sample document

Sample articles of incorporation.

The articles of incorporation are the short document filed with the state to legally create an association as a nonprofit corporation. Here's a plain-language example to get oriented.

Overview

The Articles of Incorporation establish an association as a nonprofit corporation. They are filed with the Secretary of State and typically set out the association's name, purpose, powers, membership, initial board, and registered agent. Together with the Declaration (CC&Rs) and the Bylaws, they make up the association's core governing documents.

The example below may help community members get oriented with the basic provisions of an association's Articles of Incorporation. State filing requirements vary, so always check your Secretary of State's forms and your state's nonprofit corporation statute.

Download Word template (.docx) ↓

How to use this template. Replace the bracketed [placeholders] with your association's details. This sample is provided for general reference only and is not legal advice — have an attorney review your articles, and confirm your state's filing requirements, before filing.

ARTICLES OF INCORPORATION OF [NAME OF ASSOCIATION]

A [State] Nonprofit Corporation

The undersigned, acting as incorporator under the [State] Nonprofit Corporation Act, adopts the following Articles of Incorporation for the above-named corporation (the "Association").

Article I

Name

The name of the corporation is [Name of Association] (the "Association").

Article II

Duration

The Association shall exist perpetually, unless dissolved in accordance with these Articles and applicable law.

Article III

Purpose

The Association is organized as a nonprofit corporation, not for pecuniary profit. Its purpose is to operate, manage, maintain, and administer the common interest community known as [Name of Community] located in [County], [State], and to promote the health, safety, and welfare of its members, in accordance with the Association's Declaration of Covenants, Conditions and Restrictions (the "Declaration") and its Bylaws.

Article IV

Powers

The Association shall have all of the powers granted to nonprofit corporations under the laws of the State of [State], together with all powers reasonably necessary to carry out its purpose, including, without limitation, the power to:

  1. levy and collect assessments against members and enforce payment of such assessments;
  2. adopt, publish, and enforce rules and regulations governing the use of the property and the conduct of members and their guests;
  3. acquire, hold, manage, maintain, improve, and dispose of real and personal property;
  4. obtain and maintain insurance covering the Association's property and operations;
  5. contract for goods and services and employ managers, attorneys, accountants, and other personnel; and
  6. exercise all powers granted to the Association by the Declaration, the Bylaws, and applicable law.
Article V

Membership

Every record owner of a lot or unit subject to the Declaration shall be a member of the Association. Membership is appurtenant to, and may not be separated from, ownership of a lot or unit. Membership is automatically transferred upon conveyance of the lot or unit.

Article VI

Voting rights

The Association shall have [Number of] class(es) of voting membership, as set forth in the Bylaws. Except as otherwise provided, each lot or unit shall be entitled to [Number of] vote(s). When more than one person holds an interest in a lot or unit, the vote for that lot or unit shall be exercised as the owners determine, but in no event shall more than the allotted number of votes be cast with respect to any one lot or unit.

Article VII

Board of directors

The affairs of the Association shall be managed by a Board of Directors. The number, qualifications, terms, and manner of election of directors shall be as set forth in the Bylaws. The initial Board of Directors shall consist of [Number of] directors, who shall serve until their successors are elected:

  1. [Name], [Address]
  2. [Name], [Address]
  3. [Name], [Address]
Article VIII

Registered agent & office

The street address of the Association's initial registered office is [Registered Office Address], and the name of its initial registered agent at that office is [Name of Registered Agent].

Article IX

Incorporator

The name and address of the incorporator is [Name of Incorporator], [Address of Incorporator].

Article X

Dissolution

The Association may be dissolved only with the assent of the members and as provided in the Declaration and applicable law. Upon dissolution, the assets of the Association shall be dedicated to an appropriate public agency or distributed to a nonprofit organization or governmental entity to be used for purposes similar to those of the Association, as required by law. No part of the net earnings of the Association shall inure to the benefit of any member, director, or private individual.

Article XI

Indemnification

The Association shall indemnify every director and officer against expenses and liabilities reasonably incurred in connection with any proceeding to which they are a party by reason of being or having been a director or officer, to the fullest extent permitted by the laws of the State of [State], except in matters where they are finally adjudged liable for willful misconduct or gross negligence.

Article XII

Amendment

These Articles may be amended in the manner provided by the laws of the State of [State] and the Association's Bylaws. Any amendment shall require the approval of [Required Vote] of the members entitled to vote.

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this [Day] day of [Month], [Year].

By:
[Name of Incorporator], Incorporator