Fill and Sign the Wdfi Corporations Forms Wisconsin Department of

State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS Division of Corporate & Consumer Services DFI/CORP/FORM 102-I ( R08/17) Nonstock Corporation Articles of Incorporation INFORMATION AND INSTRUCTIONS This form may be used to file articles of incorporation for a no nstock corporation (“corporation ”). A corporation is not required to use this form to file its articles of incorporation; however, if a corporatio n do es not want to use this form, it will need to ensure that it provides the Department of Financial Institutions (“department”) with all of the information that is required by s. 181.0202 Wis. Stats. at the time it files. Please note that this form contains only the minimal information required by s. 181.0202(1) Wis. Stats. , and may not meet every corporation’s needs. Department staff cannot provide legal advice regarding this matter. Upon receipt of this document, the department shall stamp or otherwis e endorse the date of receipt on the original. The department may return an acknowledgement copy as confirmation of the date of receipt. INSTRUCTIONS: Article 1. Enter the name of the corporation. The corporate name of a domestic corporation must be distinguishable upon the records of the department. The corporate name shall contain the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.” or words or abbrev iations of like import in another language. Article 2. Enter the mailing address of the initial principal office of the corporation. “Principal office” means the office, whether in or outside this state, of a domestic corporation or a foreign corporation where its principal executive offices are located. Article 3. Enter the street address of the corporation’s initial registered office. Each corporation shall continuously maintain a registered office in the State of Wisconsin. Article 4. Enter the name of the corporation ’s initial registered agent at the above office. The registered agent shall be any of the following: INDIVIDUALS: An individual who resides in the State of Wisconsin and who se business office is identical with the registered office. DOMESTIC ENTITIES: A domestic corporation, stock corporation, limited partnership, registere d limited liability partnership, or limited liability company, incorporated, registered, or organized in the S tate of Wisconsin, whose business office is identical with the registered office. FOREIGN ENTITIES: A foreign corporation, stock corporation, limited partner ship, registered limited liability partnership, or limited liability company, authorized to transact business in the State of Wisconsin, whose business office is identical with the registered office. Article 5. Check the appropriate box as to whether or not the corporation will have members. "Member" means a person who has membership rights in a corporation in accordance with the provisions of its arti cles of incorporation or bylaws. Article 6. Check the appropriate box if the corporation is authorized to make distributions under s. 181.1302 . DISTRIBUTIONS ON DISSOLUTION: Corporations may make distributions upon dissoluti on under subch XIV . DISTRIBUTIONS TO NONPROFIT CORPORATIONS: A Corporation may make a distribution or other payment to another domestic or foreign corporation, if all of the following conditions are met: (a) The articles of incorporation, or, if the articles of incorpo ration so provide, the bylaws, state that a distribution or other payment may be made under this subsection. (b) The distribution or other payment is made in accordance with the stated purp ose of the corporation. (c) The corporation would be able to pay its debts as they become due in the usual course of its activities. (d) The corporation’s total assets would equal at least the sum of its total liabiliti es. FORM 102-I State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS Division of Corporate & Consumer Services DFI/CORP/FORM 102-I ( R08/17) (e) The domestic or foreign corporation to which the distrib ution or other payment is made may not distribute any part of it s income to members, directors or officers and is exempt from taxation under 26 USC 501. OTHER DISTRIBUTIONS: A Corporation may make a distribution that is no t permitted under subs. (1) to (3) only if all of the f ollowing apply: (a) The articles of incorporation state that a distribution may be made under this subse ction. (b) The distribution is made in accordance with the stated purpose of the corporat ion. (c) The corporation would be able to pay its debts as they become due in the usual course of its activities. (d) The corporation’s total assets wou ld equal at least the sum of its total liabilities. Article 7. Enter the name of the drafter of the articles of incorporation. If the articles o f incorporation is executed in Wisconsin, s. 182.01(3) Wis. Stats. provides that it shall not be filed unless the name of the drafter (either an individual or a governmental agency) is printed in a legible manner. If the articles of incorpo ration was not executed in Wisconsin, enter the remark “Not Executed in Wisconsin”. Article 8. Enter the name and address of each incorporator. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department f or filing. Attach additional pages as needed for additional incorporators’ names and addresses. At least one incorporator must sign the Articles of Incorporation. REPORTING REQUIREMENTS NOTIFICATION – ( provided pursuant to s. 181.0203(3) , Wis. Stats. ): Regulation of Charitable Organizations A Nonstock Corporation operating as a “charitable organization” and soliciting contributi ons, may be subject to additional regulation under s. 202.12 of the Wisconsin Statutes and may be obliged to register and file financial repo rts with our Department. Information on additional requirements, including the: annual registra tion requirement, registration statement, annual financial report, audit requirement, acceptance of other information, e xemptions from registration, reporting tax exemption or organizational changes, contracts and contribution limits is a vailable on the DFI website at www.wdfi.org , or by calling 608-267-1711. OPTIONAL INFORMATION: These articles (or others you may wish to add) are provided for optional info rmation that you may elect to include, such as a delayed effective date, the name and address of the initial directors, a purpose clause, tax-exempt provisions, etc. Article 9. Delayed Effective Date , if applicable: Subject to the conditions set forth in s. 181.0123 and 181.0123(2) Wis. Stats. , a document filed by the department under Ch. 181 is effective on the date it is received by the department for filing, unless a delayed (future) effective date is declared in the docum ent. To name a delayed effective date, enter the future effective date on the appropriate space on the form. The delayed effective date may not be more than 90 days after the date the document is received by the department Article 10. Other Provisions and purpose statement. Article 11. The names and addresses of the natural persons who will serv e as the initial directors. A board shall consist of 3 or more individuals, with the number specified in or fixed in accordance with th e articles of incorporation or bylaws. Enter your contact information, so we may send you an acknowledgeme nt of this filing. You may optionally include an email address and a phone number where we may reach you for questions. State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS Division of Corporate & Consumer Services DFI/CORP/FORM 102-I ( R08/17) TAX EXEMPT STATUS: Nonstock Corporations expecting to apply to the Internal Revenue Se rvice for federal TAX -EXEMPT STATUS should obtain and read IRS Publication 557 “Tax -Exempt Status for Your Organization” before prepa ring these articles of incorporation, as the articles must contain particular lang uage and provisions to meet federal tax code requirements. NONREFUNDABLE FILING FEE: Make $35.00 remittance payable to the Department of Financial Institutions . Optional expedited service: The nonrefundable expedited service fee of $25.00 is in addition to the filing fee required for this document to be process ed, and provides the document will be processed in an expeditious manner. This form may be used to accomplish a filing with the department. Info rmation requested may be used for secondary purposes. This document can be made available in alternate formats upon request to qualifying individuals with disabili ties. Mailing Address: Physical Address for Express Mail/Courier State of WI – Dept. of Financial Institutions Department of Financial Institutions Box 93348 Division of Corporate & Consumer Services Milwaukee WI 53293- 0348 201 W. Washington Ave – Suite 300 Madison WI 53703 State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS Division of Corporate & Consumer Services FILING FEE $ 35.00 Please check box to request Optional Expedited Service  + $25.00 DFI/CORP/102( 03/18 ) Use of this form is voluntary. 1 FORM 102 ARTICLES OF INCORPORATION NON-STOCK, NOT FOR PROFIT CORPORATION Sec. 181.0202, Wis. Stats. Executed by the undersigned for the purpose of forming a Wisconsin non-stock, not for profit corporation under Ch. 181 of the Wisconsin Statutes: Article 1. Name of the corporation Article 2. The corporation is organized under Ch. 181 of the Wisconsin Statutes Article 3. Name of registered agent: Article 4. Registered office address in Wisconsin ( A P O Box, in the same city/town, may be included but is insufficient alone .): Article 5. Principal office address of the corporation: Article 6. The corporation:  will have members.  w ill not have members. (You must mark one). Article 7. The corporation:  is authorized to make distributions under sec. 181.1302(4). (You must mark one).  is not authorized to make distributions under sec. 181.1302(4). Article 8. Other provisions (optional, attach additional pages labeled Article 8 and higher if necessary): (Optional) This amendment has a delayed effective date: ________________________________ (up to 90 days after received date) Article 9. Name and complete address of each incorporator: Incorporator’s signature Incorporator’s signature This document was drafted by (Name the individual who drafted the document) Office Use Only DFI/CORP/102(03/18 ) Use of this form is voluntary. 2 ARTICLES OF INCORPORATION – Non-stock, Not for Profit Corporation _____________________________________________________ _____________________________________________________ ▲ Please provide an email or postal mailing address for the filed copy of the document. INSTRUCTIONS (Ref. sec. 181.0202 Wis. Stats. for document content) Please use BLACK ink. Submit one original to State of WI – Dept. of Financial Institutions, Box 93348, Milwaukee WI, 53293- 0348 , together with the appropriate FILING FEE of $35. Filing fee is non-refundable . (If sent by Express or Priority U.S. mail, please visit www.wdfi.org/contact_us/ for current physical address). Sign the document manually. NOTICE: This form may be used to accomplish a filing required or permitted by statute to be m ade with the department. Information requested may be used for secondary purposes. If you have any questions, please co ntact the Division of Corporate & Consumer Services at 608 -261 -7577. Hearing-impaired may call 771 for TTY. This document can be made available in alternate formats upon request to qualifying individuals with disabilities. Article 1. The name must contain “corporation”, “incorporated”, “company”, o r “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.” or comparable words or abbreviations in another language. Article 2. This statement is required. Articles 3 & 4. The corporation must have a registered agent located at a regis tered office in Wisconsin. The registered agent must be an individual, or an entity on record with this Department. The corporation may not name itself as its own registered agent . The address of the registered office is to describe the physical location where the registered agent maintains their business office. Provide the street number and name, city and ZIP code in Wisconsin. P O Box addresses may be included as part of the address, but are insufficient alone. Article 5. The corporation must indicate a principal office address, wherever the corporation determines it’s principal executive offices to be. Article 6. The corporation must indicate whether or not it will have members. Article 7. The corporation must indicate if it is authorized to make distributions under sec. 181. 1302(4). Article 8. This space is provided for insertion of any desired material, s uch as a purpose, dissolution clause or director information. If the corporation names directors, it is required to name a minimum of 3. Article 9. Print the name and complete address of each incorporator. At least o ne incorporator is required to sign the document, although all incorporators may sign. If the document is executed in Wisconsin, sec. 182.01(3), Wis. Stats., provides that it shall not be filed unless the na me of the drafter (either an individual or a governmental agency) is printed in a leg ible manner. If the document is not executed in Wisconsin, enter that remark. This document may declare a delayed effective date. To do so, complete the remark under Article 8: The delayed effective date may not be before, or more than 90 days after, the document is received by the Department of Financial Institutions for filing.