91732A-CA Certificate of Incorporation

Certificate of Incorporation
For Use by Nonprofit Corporations
under Section 202 of the Housing Act of 1959,
as amended, or Section 811 of the National
Affordable Housing Act

U.S. Department of Housing
and Urban Development
Office of Housing
Federal Housing Commissioner

OMB Approval No.2502-0470
(exp. 8/31/2013)

Though it may be reproduced in other formats, the content or language of this certificate
may not be altered except as required by State laws applicable to nonprofit corporations
and, as necessary, to meet Internal Revenue Service requirements for tax exempt status.
This edition of the Certificate of Incorporation has been modified to alleviate certain
problems Section 202 or Section 811 projects may have meeting State and local
requirements pertaining to tax-exempt status.
In addition an addendum is included for use by all owners seeking approval under Section
501(c)(3) of the Internal Revenue Code.
The board must consist of at least seven (7) voting directors but no more than fifteen (15)
directors (not applicable to Section 811 projects). The sponsor entity cannot be the sole
member of the corporation.
Public reporting burden for this collection of information is estimated to average 1 hour per response,
including the time for reviewing instructions, searching existing data sources, gathering and maintaining
the data needed, and completing and reviewing the collection of information. HUD may not collect
this information, and you are not required to complete this form, unless it displays a currently
valid OMB control number.
This information collection is necessary to ensure that viable projects are developed. It is important to
obtain information from applicants to assist HUD in determining if nonprofit organizations initially funded
continue to have the financial and administrative capacity needed to develop a project and that the
project design meets the needs of the residents. The Department will use this information to determine
if the project meets statutory requirements with respect to the development and operation of the project,
as well as ensuring the continued marketability of the projects. This information is required in order to
obtain benefits. This information is considered non-sensitive and no assurance of confidentiality is
provided.

Previous editions are obsolete.

form HUD-91732-A-CA (12/20/2005)
ref. Handbooks 4571.4 & .5

U.S. Department of Housing and Urban Development
Office of Housing / Federal Housing Commissioner
Project Number :

Project Name :

Project Location (street, city, State):

For Use by Nonprofit Corporations under Section 202 of the Housing Act of 1959, as amended, or Section 811 of the National Affordable Housing Act.

CERTIFICATE OF INCORPORATION
OF
This is to certify that we, the undersigned, all being of full legal age, do hereby associate ourselves for the purpose of forming a nonprofit
Corporation under and by virtue of the laws of the State of
and further certify that;
Article I
(a)

The name of the Corporation is
referred to as "the Corporation".

(b)

The existence of the Corporation will be

(c)

The principal office of the Corporation will be located at

(d)

The resident agent of the Corporation is
whose post office address is

Article II
The purposes for which the Corporation is formed, and the business and objects to be carried on and promoted by it, are as follows:
(a) To provide elderly or disabled persons with housing facilities and services specially designed to meet their physical, social,
and psychological needs, and to promote their health, security, happiness, and usefulness in longer living, the charges for such facilities
and services to be predicated upon the provision, maintenance, and operation thereof on a nonprofit basis.
(b) The Corporation is irrevocably dedicated to and operated exclusively for, nonprofit purposes; and no part of the income or
assets of the Corporation shall be distributed to, nor inure to the benefit of, any individual.
Article III
The Corporation is empowered:
(a) To buy, own, sell, assign, mortgage, or lease any interest in real estate and personal property and to construct, maintain, and
operate improvements thereon necessary or incident to the accomplishment of the purposes set forth in Article II hereof, but solely in
connection with the project assisted under Section 202 of the Housing Act of 1959, as amended, or Section 811 of the National Affordable
Housing Act.
(b) To borrow money and issue evidence of indebtedness in furtherance of any or all of the objects of its business, and to secure
the same by mortgage, pledge, or other lien on the Corporation's property.
(c) To do and perform all acts reasonably necessary to accomplish the purposes of the Corporation, including the execution of
a Regulatory Agreement with the Secretary of Housing and Urban Development, and of such other instruments and undertakings as may
be necessary to enable the Corporation to secure the benefits of capital advances and project rental assistance under Section 202 or
Section 811. Such Regulatory Agreement and other instruments and undertakings shall remain binding upon the Corporation, its
successors and assigns, so long as a mortgage on the Corporation's property is held by the Secretary of Housing and Urban Development.
(d) In the event of the dissolution of the Corporation or the winding up of its affairs, or other liquidation of its assets, the
Corporation's property shall not be conveyed to any organization created or operated for profit or to any individual and all assets
remaining after the payment of the Corporation's debts shall be conveyed or distributed only to an organization or organizations created
and operated for nonprofit purposes similar to those of the Corporation other than one created for religious purposes: Provided,
however, that the Corporation shall at all times have the power to convey any or all of its property to the Secretary of Housing and Urban
Development.
Previous editions are obsolete.

Certificate Page 1 of 2

form HUD-91732-A-CA (12/20/2005)
ref. Handbooks 4571.4 & .5

Article IV
The number of directors (trustees) of the Corporation shall be (*) ________ . The original directors (trustees) and the term for
which each will serve, are set below.
Name:

Term:

_______________________________________________________

_____________________________________

_______________________________________________________

_____________________________________

_______________________________________________________

_____________________________________

_______________________________________________________

_____________________________________

_______________________________________________________

_____________________________________

_______________________________________________________

_____________________________________

_______________________________________________________

_____________________________________

The directors (trustees) shall serve without compensation.
The directors of the Corporation shall, at all times, be limited to individuals who are either members of (**)
___________________________________________________________________________________________________
or nonmembers who have the approval of the Board of Trustees (Directors) of the said sponsoring organization. In the event that a director
of the Corporation ceases to be a member of (**) ___________________________________________________________________
or, if the aforesaid approval is withdrawn, then, in either event, such shall constitute automatic resignation as a director (trustee) of the
Corporation.
The officers of the Corporation, as provided by the By-Laws of the Corporation, shall be elected by the directors (trustees) of the
Corporation, in the manner therein set out, and shall serve until their successors are elected and have qualified. The directors (trustees)
shall elect the regular officers of the Corporation at the annual meeting, for terms of one year. The secretary and treasurer may be one
and the same person.
The annual meeting shall be held on the _____________________ in __________________ of each year.
Article V
By-Laws of the Corporation may be adopted by the directors at any regular meeting or any special meeting called for that purpose, so
long as they are not inconsistent with the provisions of these Articles or of the Regulatory Agreement between the Corporation and the
Secretary of Housing and Urban Development pursuant to Article II hereof.
Article VI
So long as a mortgage on the Corporation's property is held by the Secretary of Housing and Urban Development or the Use Agreement
remains in effect, these Articles may not be amended without the prior written approval of the said Secretary.
Signed by the incorporators this ______________ day of ___________________ , 20 ______ .
Name:

Address:

* Must be at least seven (7) but no more than fifteen (15) individuals (except for projects assisted under Section 811).
** Insert the name of the sponsoring organization.
Previous editions are obsolete.

Certificate Page 2 of 2

form HUD-91732-A-CA (12/20/2005)
ref. Handbooks 4571.4 & .5

ADDENDUM TO
THE CERTIFICATE OF INCORPORATION
Article I
(a)

The name of the Corporation is
referred to as "the Corporation"

(b)

The existence of the Corporation will be

(c)

The principal office of the Corporation will be located at

(d)

The resident agent of the Corporation is
whose post office address is

Article II
The purposes for which the Corporation is formed, and the business and objects to be carried on and promoted by it, are as follows:
(a) This Corporation is organized exclusively for charitable and/or educational purposes, including, for such purposes, the
making of distributions to organizations which qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended, or the corresponding section of any future United States internal revenue law, or to the Secretary of Housing and
Urban Development for the time being exclusively for a public purpose. In pursuance of the foregoing purposes, the Corporation shall
have the power to provide elderly persons and handicapped persons with housing facilities and services specially designed to meet their
physical, social, and psychological needs, and to promote their health, security, happiness, and usefulness in longer living, the charges
for such facilities and services to be predicated upon the provision, maintenance, and operation thereof on a nonprofit basis.
(b) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, officers,
or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services
actually rendered and to make payments and distributions in furtherance of its exempt purposes. No substantial part of the activities of
the Corporation shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not
participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to
any candidate for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities
not permitted to be carried on (1) by a corporation exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code
of 1986, as amended, or the corresponding section of any future United States internal revenue law, or (2) by a corporation, contributions to
which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future
United States internal revenue law.
Article III
The Corporation is empowered:
(a) To buy, own, sell, assign, mortgage, or lease any interest in real estate and personal property and to construct, maintain, and
operate improvements thereon necessary or incident to the accomplishment of the purposes set forth in Article II hereof, but solely in connection
with the project assisted under (Section 202 of the housing act of 1959, as amended, or Section 811 of the National Affordable Housing Act).
(b) To borrow money and issue evidence of indebtedness in furtherance of any or all of the objects of its business, and to secure
the same by mortgage, pledge, or other lien on the Corporation's property.
(c) To do and perform all acts reasonably necessary to accomplish the purposes of the Corporation, including the execution of
a Regulatory Agreement with the Secretary of Housing and Urban Development, and of such other instruments and undertakings as may
be necessary to enable the Corporation to secure the benefits of capital advances or project rental assistance under (Section 202 or Section
811). Such Regulatory Agreement and other instruments and undertaking shall remain binding upon the Corporation, its successors and
assigns, so long as a mortgage on the Corporation's property is held by the secretary of housing and urban development.
(d) Upon the dissolution of the Corporation, all of the remaining assets of the Corporation shall be distributed only to one or more
organizations created and operated for one or more exempt purposes within the meaning of Article II(a) hereof, other than for religious purposes,
all of the foregoing within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section
of any future United States internal revenue law, or shall be distributed to the Secretary of Housing and Urban Development exclusively for
a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal
office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine,
which are organized and operated exclusively for such purposes.
Previous editions are obsolete.

Addendum

page 1 of 1

form HUD-91732-A-CA (12/20/2005)
ref. Handbooks 4571.4 & .5