This Articles of Incorporation of a California Flexible Purpose Corporation is to be filed
with the Secretary of State, for the organization of a flexible purpose corporation. The
articles include the provisions required under the recently enacted law (i.e. paragraph 1-
4, and 9A-B), as well as a variety of optional provisions relating to the regulation of the
affairs of the flexible purpose corporation.
ARTICLES OF INCORPORATION OF
___________ [Instruction: Insert Name of Flexible Purpose Corporation], FPC
a California flexible purpose corporation
1. Name. The name of this flexible purpose corporation is ___________ [Instruction: Insert
Name of Corporation], FPC (the “Flexible Purpose Corporation”).
2. Organization. This Flexible Purpose Corporation is organized as a flexible purpose
corporation under the Corporate Flexibility Act of 2011.
3. Purpose.
A. The purpose of this Flexible Purpose Corporation is to engage in the profession of
___________ [Instruction: Insert profession permitted to be incorporated by the
California Corporations Code] and any other lawful activities, other than the banking
or trust company business, not prohibited to a flexible purpose corporation engaging in
that profession by applicable laws and regulations, for the benefit of the long-term and
the short-term interests of the flexible purpose corporation and its shareholders.
B. [Instruction: Choose One:]
In addition to the purpose stated pursuant to paragraph 3(A), the purpose of this Flexible Purpose
Corporation is to engage in one or more charitable or public purpose activities that a nonprofit
public benefit corporation is authorized to carry out.
OR
In addition to the purpose stated pursuant to paragraph 3(A), the purpose of this Flexible Purpose
Corporation is to promote the positive short-term or long-term effects of, or minimize the
adverse short-term or long-term effects of, the Flexible Purpose Corporation’s activities upon
[Instruction: Choose One: the Flexible Purpose Corporation’s employees, suppliers, customers,
and creditors // OR the community and society // OR the environment.
4. Registered Agent and Address. The Flexible Purpose Corporation’s initial registered agent is
___________ [Instruction: Insert Name of Agent], with an address of ___________
[Instruction: Insert Address within California].
5. Principal Office. The business address of the Flexible Purpose Corporation’s principal office
is ___________ [Instruction: Insert Address].
6. Duration. The period of this Flexible Purpose Corporation’s duration shall commence upon
the date that these Articles of Incorporation (“Articles”) are filed with the Secretary of State
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and shall continue [Instruction: Choose One: in perpetuity // for ___________
(___)[Instruction: Insert Duration] years].
7. Directors, Officers and Agents.
A. Initial Directors. The number of directors constituting the initial board of directors is
___________ (___) [Instruction: Insert Amount of Initial Directors], and the names
and addresses of the persons who are to serve as directors until the first annual meeting of
the shareholders or until their successors are elected and qualified are:
INITIAL DIRECTOR ADDRESS
___________ [Instruction: ___________ [Instruction: Insert Address]
Insert Name]
___________ [Instruction: ___________ [Instruction: Insert Address]
Insert Name]
___________ [Instruction: ___________ [Instruction: Insert Address]
Insert Name]
B. Changes to the Number of Directors. The number of directors of the Flexible Purpose
Corporation set forth in paragraph 7(A) of these Articles shall constitute the authorized
number of directors until changed by an amendment of these Articles or by a bylaw duly
adopted by the vote or written consent of the holders of a majority of the then outstanding
shares of stock in the Flexible Purpose Corporation.
C. Powers of the Directors. Subject to the limitations contained in these Articles and the
Code concerning corporate action that must be authorized or approved by the
shareholders of the Flexible Purpose Corporation, all corporate powers shall be exercised
by or under the authority of the board of directors, and the business and affairs of the
Flexible Purpose Corporation shall be controlled by the board.
D. Initial Officers. The names, offices and addresses of the persons who are to serve as the
initial officers of the Flexible Purpose Corporation are:
INITIAL OFFICER OFFICE ADDRESS
___________ [Instruction: President ___________ [Instruction: Insert
Insert Name] Address]
___________ [Instruction: Vice President ___________ [Instruction: Insert
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Insert Name] Address]
___________ [Instruction: Secretary ___________ [Instruction: Insert
Insert Name] Address]
___________ [Instruction: Treasurer ___________ [Instruction: Insert
Insert Name] Address]
E. Removal of Officer or Director. Any officer or any director of this Flexible Purpose
Corporation may be removed at any time, with or without cause, in such manner as shall
be provided in the bylaws of this Flexible Purpose Corporation.
F. Limitation of Personal Liability of Directors. Any personal liability of a director to the
Flexible Purpose Corporation or its shareholders for monetary damages for conduct as a
director is eliminated, to the full extent permitted by the Code, except for any liability
for: (i) for acts or omissions that involve intentional misconduct or a knowing and
culpable violation of law, (ii) for acts or omissions that a director believes to be contrary
to the best interests of the Flexible Purpose Corporation or its shareholders and its
corporate purposes as expressed herein, or that involve the absence of good faith on the
part of the director, (iii) for any transaction from which a director derived an improper
personal benefit, (iv) for acts or omissions that show a reckless disregard for the director's
duty to the Flexible Purpose Corporation or its shareholders in circumstances in which
the director was aware, or should have been aware, in the ordinary course of performing a
director's duties, of a risk of serious injury to the Flexible Purpose Corporation, its
shareholders, or its corporate purposes as expressed in its articles, (v) for acts or
omissions that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the Flexible Purpose Corporation, its shareholders, or
its corporate purposes as expressed in its articles pursuant to Section 2602, (vi) under
Section 310 or 2701, (vii) for any act or omission occurring prior to the date hereof, or
(viii) for any act or omission as an officer, notwithstanding that the officer is also a
director or that his or her actions, if negligent or improper, have been ratified by the
directors.
G. Indemnification of Agents. The Flexible Purpose Corporation is authorized to provide
indemnification of “agents” as such term is defined in Section 2702(b) of the California
Corporations Code, for breach of duty to the Flexible Purpose Corporation and its
shareholders through bylaw provisions or through agreements with the agents, or both,
provided that said provision or agreement does not provide for indemnification of any
agent for any acts or omissions or transactions that a director may not be relieved of
liability as described in paragraph 7(F).
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8. Incorporators. The names and addresses of incorporators are:
INCORPORATOR ADDRESS
___________ [Instruction: ___________ [Instruction: Insert Address]
Insert Name]
___________ [Instruction: ___________ [Instruction: Insert Address]
Insert Name]
___________ [Inst