What Are Articles of Incorporation?

In the State of Ohio, organizations—including non-profits—typically “incorporate” so that they can do business within the state corporately rather than under a person’s name. While they can be complex, they are typically simple and cover such basics as the name of the organization, whom Ohio should contact about the organization, and what to do with the organization’s property if it should ever close.

Although the articles of incorporation are typically very broad, any constitution or bylaws of an organization are technically a lower authority than the articles of incorporation. The history of Gateway Church Downtown’s filings with the Ohio Secretary of State are available on that website, and you can download a reader-friendly PDF here. The text below is for your convenience.

Articles of Incorporation

FIRST

Name of Corporation: Gateway Church Downtown Cleveland

SECOND

Location: Cleveland, Cuyahoga

THIRD

Purpose for which corporation is formed: (a) to organize exclusively for charitable, religious and educational purposes within the meaning Section 501(c)(3) of the Internal Revenue Code, including establishment of a religious congregation designed to educate its members through regular services conducted by a called minister or ministers, all in accordance with its Statement of Faith; and (b) to do whatever is deemed to be necessary, useful, advisable, or conducive, directly or indirectly, to effectuate the purposes of the Corporation, including the exercise of all other authority enjoyed by corporations generally by virtue of the provisions of the Ohio Nonprofit Corporation Law.

FOURTH

The Members shall be divided into two classes, ordinary Members, who hold voting privileges, and Associate Members, who hold no voting privileges; each class will consist of those persons satisfying the requirements for such class of membership as set forth in the Constitution of the Corporation.

FIFTH

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any of its ordinary Members, Associate Members, Trustees, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the benefit of the Corporation in furtherance of the purposes of the Corporation set forth in Article THIRD hereof.

SIXTH

The Corporation may be dissolved by the affirmative vote of three fourths (3/4) of a quorum of the ordinary Members, as defined by the Constitution of the Corporation. Upon the dissolution of the Corporation, the ordinary Members shall, after paying or making provision for the payment of all of the liabilities of the Corporation, distribute all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner as the ordinary Members shall determine or shall distribute all of the assets of the Corporation to such organization or organizations organized and operated exclusively for charitable, religious, scientific, literary, or educational purposes and which are tax exempt from federal income tax pursuant to Section 501(c)(3) of the Internal Revenue Code. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of Cuyahoga County, Ohio, exclusively for such purposes, or to such organization or organizations as said Court shall determine, which are organized and operated for such purposes.

SEVENTH

All references in these Articles of Incorporation to Sections of the Code, unless otherwise indicated, shall be considered references to the Internal Revenue Code of 1986, as from time to time amended, and to all regulations promulgated thereunder.