Setting Up your NGO: Articles of Incorporation

After careful deliberation you have decided to start a non profit organization. In addition to the application to become a legally registered entity, you must present the Articles of Incorporation.

The Articles of Incorporation are the basic charter of a corporation. It outlines and defines the key characteristics of your organization. These include; its non profit nature, the name, purpose, incorporators, directors etc.  It is against this outline that the Registrar will approve or deny your application.

Here are 7 things you’ll want to include in your Articles of Incorporation


Article 1: 
The Name

This goes without saying. Every organization must have an identifier under which they do business. The name should be distinct, not too general and unless explicitly connected, it should not suggest connection to government.

TIP:Be distinct, instead of simply “writers club” try St. John’s Writers Club since there may be other writers’ clubs .

Avoid words with any menacing connotations or anything that can be deemed threatening or offensive.

Include the legal form of the organization in this case “Inc.”

Article 2 :The Location/Place of business/Head Office –

This must be a physical address, usually of the place where your records will be kept. In the case where the organization does not have an office or another address is unavailable,the President’s home address is usually utilized.

Article 3: The Organization’s Purpose

Be specific. Think about and discuss with your directors, What is the purpose of your organization? What are its specific objectives? What are you trying to achieve?

Sample

The specific purposes of the corporation are to:

  • educate the public about the existence of non-profit organizations and charitable causes in Grenada
  • encourage volunteerism and participation in non-profit organizations and community development;
  • identify how public programs and non-profit organizations can obtain funding from donor agencies
  • provide resources for sharing information about funding;
  • advocate for the establishment of local funding agencies and bodies through agreements with for profit organizations and other agencies

Article 4: Nature of the Organization

Here is where you declare the terms under which you are incorporating & will be operating.

Sample:

(COMPANY NAME) is organized exclusively for charitable and educational purposes including,  

No part of the net earnings of (COMPANY NAME) shall be distributable to its members, trustees, officers, or other private persons. The organization shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes outlined in Article 3

Prohibitions & Liability

No part of (COMPANY NAME)’s activities shall be the carrying on of propaganda, participating in, or intervening in any political campaign on behalf of or in opposition to any candidate for public office.

Article 5: Directors

A minimum of 3 directors are needed to incorporate, this is usually, the President Secretary, Treasurer trio that accompanies most non-profits in Grenada.

TIP: Say how these directors will be appointed and when eg: At annual general meeting held annually in September. Also include the details, “name and addresses” of each director. The minimum is three however most NGO’s have 5-10 directors.

Article 6: Membership

Will the organization have members or will the organization’s affairs be managed by the directors? If yes, how members join the organization must also be outlined briefly. This includes highlighting any restrictions to membership.

Article 7: Amendments & Dissolution

Can amendments be made to the articles? Under what conditions can these be made? What happens to the organization’s assets, debts in the event that the organization dissolves/ceases to be? How will the assets be distributed in the case of liquidation?

Sample:

 Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.

In the event of a liquidation of this corporation, all corporate assets shall be disposed of in such a manner as may be directed by decree of the superior court for the county in which the corporation has its principal office, on petition therefore by the Attorney General of by any person concerned in the dissolution, in a proceeding to which the Attorney General is a party.

This list is not exhaustive but these are the 7 main items required in your Articles.

After you’ve completed the Articles of Incorporation, signed and stamped, deliver it along with your application to the Corporate Affairs & Intellectual Property Office.

The Articles are meant to give the state a general idea of what your organization will be doing. You’ll get into the nitty gritty with these and more in the organization’s by-laws

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