ARTICLES OF INCORPORATION OF

[Fill in name of Corporation]

FIRST: The name of this corporation is [ ]

SECOND: This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes.

The primary purposes for which this corporation is formed are exclusively charitable and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, (the "Code") and Section 23701d of the California Revenue and Taxation Code, as amended, including, without limitation to [ ].

Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) or (b) by a corporation contributions to which are deductible under Section 18 are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue law).

THIRD: The corporation's initial agent for service of process is ____________, [name] ___________ [address].

FOURTH: The property of this corporation is irrevocably dedicated to charitable and educational purposes meeting the requirements for exemption provided by Section 214 of the California Revenue and Taxation Code, by Section 501(c)(3) of the Code, and Section 23701d of the California Revenue and Taxation Code, as amended. Upon the winding up and dissolution of this corporation, the assets remaining after payment, or provision for payment, of the debts and liabilities of the corporation shall be distributed in a manner which furthers the purposes of the corporation, including, without limitation, distribution to one or more nonprofit funds, foundations or corporations which are organized and operated exclusively for charitable and/or education purposes and which has established its tax-exempt status under Section 501(a) of the Code as an organization described in Section 501(c) of the Code and which is qualified for exemption from taxation under Section 23701d of the California Revenue and Taxation Code.

FIFTH: No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, trustees, directors, officers or to any other private persons, except that the corporation is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Second hereof.

No substantial part of the activities of this corporaiton shall consist of carrying on propaganda, or otherwise attempting to influence legislation, except to the extent provided in Section 501(h) of the Code, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.

Executed at [city], [state], this ___ day of _________, 199_.

Signature Line

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Last updated February 2, 1998

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