How to Form a Club in California
Write the Corporation's Articles of Incorporation

In general, an organization is a group of persons banded together for a specific purpose. To qualify under section 501(a) of the Code, the association must have a written document, such as "Articles of Incorporation," showing its creation. At least two persons must sign the document, which must be dated.

The definition of an organization can vary under state law. You may wish to consult the law of the state in which the organization is organized. Note that for an organization to qualify under section 501(c)(3) of the Code, its articles of association must contain certain language. Publication 557 contains suggested language.

Articles of Incorporation are filed and certified by the Secretary of State in the State in which you intend to operate.

It is best to write one set of Articles of Incorporation that use the wording required by both the Federal and State governments. See Appendix A for a sample Articles of Incorporation appropriate for a 501(c)(7) corporation in California.

In California -

A 501(c)(3) is a nonprofit Public Benefit Corporation and a 501(c)(7) is a nonprofit Mutual Benefit Corporation.

• While not required to name initial directors in Articles of Incorporation, if initial directors are named, all initial directors must sign and acknowledge the articles.
• If initial directors are not named in the Articles of Incorporation, the articles shall be signed by one or more persons who thereupon are the incorporators of the corporation.
• Corporations Code require the articles to set forth the name of the initial agent for service of process. If the initial agent for service of process is an individual, the articles must set forth the address for purposes of service of process. If the initial agent for service of process is a corporation, no address is to be stated. Please note, a corporation cannot act as its own agent.
• The Board of Directors cannot be given unlimited authority to make, alter, amend or repeal bylaws of the corporation. Once members have been admitted, Corporations Code require member approval for bylaw changes.
• The articles may set forth the number of directors of the corporation. If the number of directors is set forth, the number must be either a specified number, or a range identifying an acceptable minimum and maximum number of directors, but not both.
• A mutual benefit corporation cannot do any of the following: (a) use the word "foundation" in the corporate name; (b) create the impression that the corporate purpose is public, charitable, or religious; or (c) create the impression that it is a charitable foundation.
• Generally, the purpose clause must state the exact language as prescribed by Corporations Code as applicable. Unless otherwise required by law, any deviation from the required purpose statement can be cause for rejection.
  • The articles of incorporation of a nonprofit mutual benefit corporation must contain the following purpose clause: "This corporation is a nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity, other than credit union business, for which a corporation may be organized under such law."
  • If the corporation is a public benefit corporation and the purpose includes "public" purposes, the articles must include an additional description of the corporation's purposes
• All memberships have exactly the same rights, preferences, privileges and restrictions unless the articles or bylaws provide specification as to memberships with different rights, preferences, privileges, restrictions or conditions (e.g. classes of memberships).

In California, the fee for filing Articles of Incorporation on behalf of a nonprofit, non-stock corporation is $30. Check should be made payable to the Secretary of State, 1500 11th St., Sacramento, CA 95814. The original and at least four copies of the Articles of Incorporation should be included with your submittal. The Secretary of State will certify two copies of the filed document without charge, provided that the copies are submitted to the Secretary of State with the original to be filed. Any additional copies submitted with the original will be certified upon request and payment of $8 per copy certification fee. Documents may be hand delivered to any Secretary of State office location for over-the-counter processing or may be mailed to the Sacramento office, Secretary of State, 1500 11th St., Sacramento, CA 95814.

A $15.00 special handling fee is applicable for processing documents delivered in person at the public counter in the Sacramento office or in any of the regional offices located in Fresno, Los Angeles, San Diego and San Francisco. The $15.00 special handling fee must be remitted by separate check for each submittal and will be retained whether the documents are filed or rejected. The special handling fee does not apply to documents submitted by mail to the Sacramento office, Secretary of State, 1500 11th St., Sacramento, CA 95814.