Articles of Incorporation (Florida)

ARTICLES OF INCORPORATION

OF

CIVICOS INSTITUTE

ARTICLE I: NAME

The name of the corporation is CivicOS Institute.

ARTICLE II: DURATION

The period of duration is perpetual.

ARTICLE III: PURPOSE

The corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code. The specific purposes for which the corporation is organized include:

(a) Conducting research and development in civic technology, open data systems, and digital public infrastructure;

(b) Developing and maintaining open-source software platforms for civic engagement and governance;

(c) Educating the public, policymakers, and technologists on best practices in civic technology;

(d) Promoting transparency, accountability, and accessibility in democratic institutions;

(e) Collaborating with public sector entities, academic institutions, and civil society organizations to improve civic systems;

(f) Building and supporting communities of practice around civic technology and open government;

(g) Publishing research, documentation, and educational materials related to civic technology;

(h) Hosting conferences, workshops, and educational events related to civic technology and governance;

(i) Providing technical assistance and consulting services to government entities and nonprofit organizations working in the public interest;

(j) Any other lawful activities consistent with the foregoing purposes that are appropriate for a corporation exempt from federal income tax under Section 501(c)(3).

ARTICLE IV: PROHIBITED ACTIVITIES

Notwithstanding any other provision of these Articles, the corporation shall not:

(a) Engage in activities that do not further its exempt purposes;

(b) Carry on propaganda or otherwise attempt to influence legislation, except as permitted by Section 501(h) of the Internal Revenue Code;

(c) Participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office;

(d) Allow any part of its net earnings to inure to the benefit of any private shareholder or individual;

(e) Operate for the benefit of private interests, except as incidental to its exempt purposes;

(f) Discriminate on the basis of race, color, religion, national origin, sex, sexual orientation, gender identity, age, or disability.

ARTICLE V: DISSOLUTION

Upon dissolution or winding up of the corporation, after paying or adequately providing for debts and obligations, the remaining assets shall be distributed to one or more qualifying exempt organizations:

(a) Organized and operated exclusively for charitable, educational, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code;

(b) Qualified as exempt under Section 501(c)(3) of the Internal Revenue Code (or corresponding provisions of future law);

(c) Selected by the Board of Directors at or before dissolution.

Under no circumstances shall any assets be distributed to private individuals or for private benefit.

ARTICLE VI: INITIAL REGISTERED AGENT AND OFFICE

The street address of the initial registered office is:

4884 Beresford Circle

West Palm Beach, Florida 33417

The name of the initial registered agent at that address is:

Nicholas A. Cerbone

The registered agent has signed below indicating acceptance of this appointment.

ARTICLE VII: INITIAL BOARD OF DIRECTORS

The number of directors constituting the initial Board of Directors is 1. The names and addresses of the initial directors are:

1. Nicholas A. Cerbone

4884 Beresford Circle

West Palm Beach, Florida 33417

ARTICLE VIII: INCORPORATOR

The name and address of the incorporator is:

Nicholas A. Cerbone

4884 Beresford Circle

West Palm Beach, Florida 33417

ARTICLE IX: MEMBERSHIP

The corporation shall have no members. All governance authority is vested in the Board of Directors.

ARTICLE X: LIABILITY LIMITATION

To the fullest extent permitted by Florida law, no director or officer of the corporation shall be personally liable to the corporation or its members for monetary damages for breach of fiduciary duty as a director or officer, except for liability:

(a) For any breach of the director's or officer's duty of loyalty to the corporation;

(b) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(c) Under Section 617.0834, Florida Statutes; or

(d) For any transaction from which the director or officer derived an improper personal benefit.

ARTICLE XI: INDEMNIFICATION

The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation, to the fullest extent permitted by Florida law.

ARTICLE XII: ADDITIONAL PROVISIONS

1. The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors and any committees.

2. The corporation shall have a seal, which may be altered at the pleasure of the Board of Directors.

3. These Articles may be amended by the affirmative vote of two-thirds (2/3) of the directors then in office at any duly convened meeting, subject to approval by the appropriate state authority.

4. All references to sections of the Internal Revenue Code shall be to the Internal Revenue Code of 1986, as amended, or to corresponding provisions of subsequent federal tax laws.

5. If any provision of these Articles is held invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions, and these Articles shall be construed as if such invalid provision had never been contained herein.

CERTIFICATION

The undersigned incorporator certifies that he/she has executed these Articles of Incorporation on behalf of the corporation and that the statements contained herein are true and correct.

_________________________________________

Nicholas A. Cerbone, Incorporator

Date: _______________________

ACCEPTANCE OF APPOINTMENT AS REGISTERED AGENT

I, Nicholas A. Cerbone, hereby accept appointment as Registered Agent for CivicOS Institute and agree to serve as such in accordance with Florida Statutes.

_________________________________________

Nicholas A. Cerbone, Registered Agent

Date: _______________________

FILING CHECKLIST FOR FLORIDA

Before filing, ensure you have:

□ Completed all [BRACKETED] placeholders

□ Registered Agent signature (required in Florida)

□ Incorporator signature

□ $70 filing fee (online or check/money order if mailing)

□ Optional: $35 for name reservation (if you want to secure the name first)

□ Optional: $30 for expedited processing (24 hours)

Filing Options:

1. ONLINE (Recommended): https://efile.sunbiz.org

- Fastest processing (5-10 business days)

- Immediate confirmation

- Pay by credit card

2. BY MAIL:

- Send to: New Filing Section, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314

- Include check or money order payable to "Florida Department of State"

- Processing: 10-15 business days

3. IN PERSON:

- Clifton Building, 2661 Executive Center Circle, Tallahassee, FL

- Same day processing available

After Filing:

□ Download Certificate of Incorporation from Sunbiz

□ Apply for EIN (if not already obtained) at irs.gov

□ Open bank account

□ File IRS Form 1023 or 1023-EZ for 501(c)(3) status

501(c)(3) COMPLIANCE NOTES

These Articles include all required provisions for 501(c)(3) status:

✓ Specific 501(c)(3) purpose language (Article III)

✓ Prohibition on private inurement (Article IV)

✓ Dissolution clause requiring assets go to other 501(c)(3)s (Article V)

✓ Limitation on legislative activities (Article IV(b))

✓ Prohibition on political campaign activities (Article IV(c))

These provisions satisfy IRS requirements for tax-exempt status under Section 501(c)(3).