Business Services Division Tre Hargett, Secretary of State State of

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SS-4418 (07/14)

Business Services Division

Tre Hargett, Secretary of State

State of Tennessee

INSTRUCTIONS

CHARTER

NONPROFIT CORPORATION

Filing Fee: $100

A Nonprofit Corporation Charter may be filed using one of the following methods:

 E-file: Go to http://tnbear.tn.gov/NewBiz and use the online tool to complete the charter and pay the filing fee by

credit card or debit card. When paying by credit card or debit card, there is a convenience fee that covers the

credit card fees and transaction costs incurred by the Business Services Division when accepting online

payments. Applicants who do not wish to pay the convenience fee to file online may choose the “Print and Mail”

option at no additional cost.

 Print and Mail: Go to http://tnbear.tn.gov/NewBiz and use the online tool to complete the charter. Print and mail

the charter along with the required filing fee to the Secretary of State’s office at 6th FL – Snodgrass Tower ATTN:

Corporate Filing, 312 Rosa L. Parks AVE, Nashville, TN 37243.

 Paper submission: A blank charter may be obtained by going to http://www.tn.gov/sos/forms/ss-4418.pdf, by

emailing the Secretary of State at [email protected], or by calling (615) 741-2286. The charter is hand

printed in ink or computer generated and mailed along with the required filing fee to the Secretary of State’s office

at 6th FL – Snodgrass Tower ATTN: Corporate Filing, 312 Rosa L. Parks AVE, Nashville, TN 37243.

 Walk-in: A blank charter form may be obtained in person at the Secretary of State Business Services Division

located at 6th FL – Snodgrass Tower, 312 Rosa L. Parks AVE, Nashville, TN 37243.

A Nonprofit Corporation Charter must be accurately completed in its entirety. Forms that are inaccurate,

incomplete or illegible will be rejected.

A Nonprofit Corporation Charter sets forth the items required under T.C.A. § 48-52-102.

CHARTER

1. The name of the corporation is - Enter the proposed name of the corporation. The name of a new corporation

must meet the requirements of T.C.A. § 48-54-101.

If a corporation’s name contains the word ”bank”, “banks”, “banking”, “credit union” or “trust”, written approval

must first be obtained from the Tennessee Department of Financial Institutions before documents can be

accepted for filing with the Division of Business Services. You may contact the Tennessee Department of

Financial Institutions at (615) 741-2236.

If a corporation’s name contains the phrase “insurance company”, written approval must first be obtained from the

Tennessee Department of Commerce & Insurance before documents can be accepted for filing with the Division

of Business Services. You may reach the Tennessee Department of Commerce & Insurance at (615) 741-2241.

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2. Name Consent: (Written Consent for Use of Indistinguishable Name) – An applicant corporation can request

to use a name that is not distinguishable from the name used by an existing business under certain

circumstances detailed in T.C.A. § 48-54-101(c). Indicate name consent by checking. If checked, the charter

must be accompanied by an application to use an indistinguishable name, accompanied by payment of an

additional $20 filing fee. The application must set forth the appropriate criteria for name duplication as described

in the Act.

3. This company has the additional designation of – If applicable to the specific nature of the corporation, enter

any additional designation, including:

 Bank

 Captive Insurance Company

 Credit Union

 Insurance Company

 Litigation Financier

 Massachusetts Trust

 School Support Organization

 Trust Company

4. The name and complete address of its initial registered agent and office located in the state of Tennessee

is – Enter the name of the corporation’s initial registered agent, the street address, city, state and zip code of the

corporation’s initial registered office located in Tennessee and the county in which the office is located. The

address will be verified and formatted to United States Postal Service address deliverability guidelines. If the

address cannot be recognized as deliverable by the United States Postal Service, the form will be rejected by the

Division of Business Services. A post office box is not acceptable for the registered agent/office address.

5. Fiscal Year Close Month – Enter the month of the year that concludes the corporation’s fiscal year. If a fiscal

year close month is not indicated, the Division of Business Services will list the fiscal year close month as

December by default. Please note that T.C.A. §48-66-203 requires corporations to file an annual report with the

Secretary of State on or before the first day of the fourth month following the end of the close of the corporation’s

fiscal year.

Period of Duration if not perpetual – Indicate if the duration of the corporation is perpetual or has a specific end

date by checking the appropriate box. If “other” is checked, indicate the specific date on which the duration of the

corporation’s existence will end.

6. If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and

time is – If the existence of the corporation is to begin upon a future date, enter the future date. In no event can

the future date or the actual occurrence of the specific event be more than ninety calendar days from the filing of

the charter.

7. The corporation is not for profit – By signing the charter the filer acknowledges this statement to be true.

8. Please complete all of the following sentences by checking one of the two boxes in each sentence – By

checking the appropriate boxes, indicate whether the corporation

 Is a public benefit corporation or a mutual benefit corporation.

 Is a religious corporation or is not a religious corporation.

 Has members or does not have members.

9. The complete address of its principal executive office is – Enter the street address, city, state and zip code of

the principal executive office of the corporation and the county in which the office is located. The address will be

verified and formatted to United States Postal Service address deliverability guidelines. If the address cannot be

recognized as deliverable by the United States Postal Service, the form will be rejected by the Division of

Business Services unless a deliverable mailing address is also provided. A post office box is not acceptable for

the principal office address.

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10. The complete mailing address of the entity (if different from the principal office) is – If notifications from the

Division of Business Services should be sent to an address other than the principal office address, enter that

address. The address will be verified and formatted to United States Postal Service address deliverability

guidelines. If the address cannot be recognized as deliverable by the United States Postal Service, the form will

be rejected by the Division of Business Services. A post office box address is acceptable for a mailing address.

11. List the name and complete address of each incorporator – Addresses should include street address, city,

state and zip code. The signer of the charter must be an incorporator listed in this section.

12. School Organization – If “School Organization – Exempt” is indicated in section 3, check the box stating that “I

certify that pursuant to T.C.A. § 49-2-611, this nonprofit corporation is exempt from the $100 filing fee required by

§ 48-51-303(a)(1)”. In addition, check the one of the remaining two boxes that pertains to this nonprofit

corporation.

 This nonprofit corporation is a “school support organization “ as defined in T.C.A. § 49-2-603(4)(A)

– Check this box if the nonprofit corporation is a booster club, foundation, parent teacher association,

parent teacher organization, parent teacher support association, or any other nongovernmental

organization or group of persons whose primary purpose is to support a school district, school, school

club, or academic, arts, athletic or social activities related to a school, that collects or receives money,

materials, property or securities from students, parents, or members of the general public.

 This nonprofit corporation is an educational institution as defined in T.C.A. § 48-101-502(b) –

Check this box if this nonprofit corporation is an organization organized and operated exclusively for

educational purposes and which normally maintains a regular faculty and curriculum and normally has a

regularly enrolled body of pupils or students in attendance at the place where its educational activities are

regularly carried on, and which is accredited by a recognized accrediting agency. Included in this

definition are organizations composed of parents of students and other persons connected with the

institution, which are organized and operated for the purpose of conducting activities in support of the

operations or extracurricular activities of such institutions. “Educational institution” also includes private

foundations soliciting contributions exclusively for such organizations.

13. Insert here the provisions regarding the distribution of assets upon dissolution - Enter the corporation’s

provisions regarding the distribution of its assets upon its dissolution.

14. Other Provisions – Including any further information in this space is strictly optional. Use this section to set forth

other details of the corporation that are not required to be included in the charter. Such items could include the

initial board of directors, the business purpose of the corporation, the names of corporate management, and

provisions regulating the powers and rights of the corporation, its board of directors and its shareholders.

SIGNATURE

 The person executing the document must sign it and indicate the date of signature in the appropriate spaces.

The signer must be an incorporator listed in Section 11 of the charter. Failure to sign and date the application

will result in the application being rejected.

 Type or Print Name. Failure to type or print the signature name and title of the signer will result in the

application being rejected.

FILING FEE

 The filing fee for a charter is $100.

 Make check, cashier’s check or money order payable to the Tennessee Secretary of State. Cash is only

accepted for walk-in filings. Charters submitted without the proper filing fee will be rejected. Checks,

cashier’s checks or money orders made out to any payee other than the Tennessee Secretary of State will

not be accepted and will result in the rejection of document.

CHARTER

NONPROFIT CORPORATION

Business Services Division

Tre Hargett, Secretary of State

State of Tennessee

312 Rosa L. Parks AVE, 6th Fl.

Nashville, TN 37243-1102

(615) 741-2286

Filing Fee: $100.00

For Ofce Use Only

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The undersigned, acting as incorporator(s) of a nonprot corporation under the provisions of the Tennessee

Nonprot Corporation Act, adopt the following Articles of Incorporation.

1. The name of the corporation is:

2. Name Consent: (Written Consent for Use of Indistinguishable Name)

This entity name already exists in Tennessee and has received name consent from the existing entity.

3. This company has the additional designation of:

4. The name and complete address of the initial registered agent and ofce located in the state of Tennessee is:

Name:

Address:

City: State: TN Zip Code: County:

5. Fiscal Year Close Month: Period of Duration: Perpetual Other

6. If the document is not to be effective upon ling by the Secretary of State, the delayed effective date and time is

(Not to exceed 90 days)

Time:

7. The corporation is not for prot.

8. Please complete all of the following sentences by checking one of the two boxes in each sentence:

This corporation is a public benet corporation / mutual benet corporation.

This corporation is a religious corporation / not a religious corporation.

This corporation will have members / not have members.

9. The complete address of its principal executive ofce is:

Address:

City: State: Zip Code: County:

*Note: Pursuant to T.C.A. §10-7-503 all information on this form is public record.

/ /

Month Day Year

Effective Date:

/ /

Month Day Year

Submitter Information: Name: Phone #: ( )

SS-4418 (Rev. 01/13) RDA 1678

(ss-4418)

CHARTER

NONPROFIT CORPORATION

Business Services Division

Tre Hargett, Secretary of State

State of Tennessee

312 Rosa L. Parks AVE, 6th Fl.

Nashville, TN 37243-1102

(615) 741-2286

Filing Fee: $100.00

For Ofce Use Only

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The name of the corporation is:

10. The complete mailing address of the entity (if different from the principal ofce) is:

Address:

City: State: Zip Code:

11. List the name and complete address of each incorporator:

12. School Organization:

(required if the additional designation of “School Organization - Exempt” is entered in section 3.)

I certify that pursuant to T.C.A.

§49-2-611, this nonprot corporation is exempt from the $100 ling fee required by

§48-51-303(a)(1).

This nonprot corporation is a “school support organization” as dened in T.C.A

§49-2-603(4)(A).

This nonprot corporation is an educational institution as dened in T.C.A.

§48-101-502(b).

13. Insert here the provisions regarding the distribution of assets upon dissolution:

14. Other Provisions:

*Note: Pursuant to T.C.A. §10-7-503 all information on this form is public record.

Signature Date Incorporator’s Signature

Incorporator’s Name (printed or typed)

Name Business Address City, State, Zip

(SS-4418)

SS-4418 (Rev. 1/13) RDA 1678