Articles of Incorporation, sometimes called a Certificate of Incorporation or Articles of Organization, are the fundamental governing document of a nonprofit corporation. They are filed with the appropriate state office to create the corporation.

The Articles normally include only the most basic provisions to meet the requirements of state law and the requirements established by the Internal Revenue Service to qualify for tax-exempt status, particularly the charitable exemption under Section 501(c)(3). The bylaws of the corporation usually contain significantly more provisions for ordinary governance of the corporation.

The Articles of Incorporation have primacy in the hierarchy of governing documents. Provisions of the Articles control over contrary provisions in the bylaws, while the bylaws control over corporate resolutions.

Articles do not have precise contours and the choice to include more than the minimally required provisions is largely a matter of the drafter’s style. In general, we avoid adding provisions to the Articles that are not absolutely required when they can be covered just as well in the bylaws.

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