Franchise Senior Sports Document Center

Articles of Incorporation

The name of this corporation shall be Franchise Senior Sports, Inc., hereinafter referred to as "FSS" or the "Corporation." This corporation is organized exclusively for charitable, educational, and health-promotion purp

Category
Governance
Version
1.0
Effective date
9/1/2026
Owner
Franchise Senior Sports, Board of Directors
Next review
9/1/2027
Audience
Public,Participant,Volunteer,Staff,Board

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Articles of Incorporation

Article I - Name

The name of this corporation shall be Franchise Senior Sports, Inc., hereinafter referred to as "FSS" or the "Corporation."

Article II - Purpose

This corporation is organized exclusively for charitable, educational, and health-promotion purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States internal revenue law.

The specific purposes for which the Corporation is organized include:

  • Promoting athletic programs, sports leagues, and wellness activities for senior citizens aged 55 and older
  • Establishing and supporting a franchise model to expand senior sports programming across multiple communities nationwide
  • Advancing physical fitness, social engagement, and mental well-being among older adults through organized sports and recreation
  • Conducting research on the health benefits of athletic participation for seniors and publishing findings for public benefit
  • Collaborating with healthcare providers, community organizations, and local governments to improve access to senior sports programs
  • Providing educational workshops, clinics, and training programs related to senior fitness, sports safety, and healthy aging
  • Developing and disseminating best practices for age-appropriate athletic programming

    • Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

    Article III - Registered Agent

    The registered agent of the Corporation shall be designated by the Board of Directors and maintained on file with the Secretary of State, located at the Corporation's principal office address. The Board of Directors may change the registered agent or the registered office, or both, by filing a statement of change with the Secretary of State.

    Article IV - Duration

    The duration of the Corporation shall be perpetual.

    Article V - Incorporator

    The incorporator of this Corporation is authorized to execute these Articles of Incorporation and to take all actions necessary to effect the formation of the Corporation under the laws of the State of incorporation. The incorporator's duties shall cease upon the election of the initial Board of Directors. The incorporator shall deliver to the initial Board of Directors all organizational documents, records, and correspondence related to the formation of the Corporation. The incorporator shall have no ongoing authority, rights, or obligations after the organizational meeting of the initial Board of Directors.

    Article VI - Board of Directors

    The affairs of the Corporation shall be managed by a Board of Directors. The initial Board shall consist of no fewer than five (5) members, including at least one representative with expertise in senior health and wellness, one with experience in franchise operations, and one active senior athlete or program participant. Directors shall serve staggered terms as specified in the Bylaws. The number of directors may be increased or decreased from time to time by amendment to the Bylaws, but shall never be fewer than five (5). Directors shall not receive compensation for their service as directors, but may be reimbursed for reasonable expenses incurred in the performance of their duties.

    Article VII - Franchise Territory Structure

    The Corporation shall operate through a franchise model, granting territorial licenses to qualified community organizations, individuals, or groups to establish and operate FSS-branded senior sports programs in defined geographic areas. All franchise operations shall be governed by the Corporation's Franchise Operations Manual and subject to oversight by the Board of Directors.

    Territory Designation

    Each franchise territory shall be defined by specific geographic boundaries as established in the applicable Franchise Agreement. Territories shall be designated to ensure adequate population density of adults aged 55 and older to sustain viable sports programming. The Board of Directors shall establish criteria for territory size, demographic requirements, and facility standards.

    Franchise Governance

    Each franchise territory shall operate under the direction of a licensed Franchise Operator who has entered into a Franchise Agreement with the Corporation. Franchise Operators are responsible for maintaining FSS program standards, brand guidelines, safety protocols, and reporting requirements as established by the Board of Directors.

    National Coordination

    The Corporation shall maintain a National Office responsible for coordinating franchise operations, providing training and support to Franchise Operators, maintaining brand standards, and ensuring consistency of programming across all franchise territories.

    Article VIII - Membership

    The Corporation shall have no members within the meaning of the state nonprofit corporation law. Participants in FSS sports leagues and programs are considered program beneficiaries, not corporate members. Any action or vote required or permitted to be taken by members under applicable state law shall be taken by the Board of Directors.

    Article IX - Tax-Exempt Status Provisions

    Private Inurement

    No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, employees, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof.

    Legislative and Political Activities

    No substantial part of the activities of the Corporation shall be 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. The Corporation shall not engage in any activities that are unlawful under applicable federal, state, or local laws.

    Required Distributions

    The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code, or corresponding section of any future federal tax code.

    Prohibited Transactions

    The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code, retain any excess business holdings as defined in Section 4943(c), make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code, or make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code, or corresponding sections of any future federal tax code.

    Article X - Dissolution

    Upon dissolution, the assets of the Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, with preference given to organizations that serve senior citizens through athletic and wellness programs. 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. Upon dissolution, all franchise agreements shall terminate, and franchise territories shall be given reasonable notice and assistance in transitioning programs to successor organizations where possible.

    Article XI - Indemnification

    Scope of 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, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a director, officer, employee, volunteer, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another entity, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, to the fullest extent permitted by applicable state law.

    Advancement of Expenses

    Expenses incurred by a director, officer, or employee in defending any civil, criminal, administrative, or investigative action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation.

    Insurance

    The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, volunteer, or agent of the Corporation against any liability asserted against or incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability.

    Article XII - Limitation of Liability

    To the fullest extent permitted by applicable state law, no director or officer of the Corporation shall be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a director or officer, except for liability arising from (a) any breach of the director's or officer's duty of loyalty to the Corporation, (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) any transaction from which the director or officer derived an improper personal benefit, or (d) acts or omissions that constitute gross negligence or reckless disregard for the director's or officer's duties to the Corporation, including duties related to participant safety.

    Article XIII - Senior Athlete Safety Commitment

    The Corporation commits to the safety and well-being of all senior athletes and participants as a fundamental organizational priority. The Board of Directors shall establish and maintain comprehensive safety policies, including but not limited to:

  • Mandatory pre-participation health screenings and physician clearance requirements for all participants
  • Emergency action plans at all FSS sports venues and franchise territory locations, including access to AED devices, first aid supplies, and trained medical personnel
  • Age-appropriate rule modifications for all sports to reduce the risk of injury among participants aged 55 and older
  • Required safety certifications for all coaches, referees, and activity leaders
  • Incident reporting and investigation procedures for all injuries, accidents, and safety concerns
  • Regular safety audits of facilities, equipment, and playing surfaces across all franchise territories
  • Heat illness prevention protocols, hydration requirements, and activity modification guidelines for extreme weather conditions
  • Graduated return-to-play protocols for participants recovering from injury or illness

    • Article XIV - Books and Records

    The Corporation shall keep correct and complete books and records of account, minutes of the proceedings of the Board of Directors and committees having any of the authority of the Board, and a record of the names and addresses of all directors and officers. All books and records of the Corporation may be inspected by any director, or by any director's agent or attorney, for any proper purpose at any reasonable time. Financial records shall be made available for independent audit annually. Franchise territory financial records shall be maintained in accordance with the Corporation's Franchise Operations Manual and made available to the National Office upon request.

    Article XV - Emergency Powers

    In the event of an emergency that prevents the Board of Directors from assembling a quorum, the available directors may take any action that they deem necessary and appropriate for the welfare of the Corporation and the safety of its participants, including but not limited to:

  • Suspending or modifying sports programming across all or selected franchise territories
  • Authorizing emergency expenditures for participant safety or facility protection
  • Delegating authority to officers or franchise territory managers to take immediate protective action
  • Communicating emergency directives to all franchise territories
  • Modifying meeting notice requirements and quorum provisions temporarily

    • Actions taken under emergency powers shall be reported to the full Board at the earliest opportunity and ratified at the next regular or special meeting at which a quorum is present.

    Article XVI - Non-Discrimination

    The Corporation shall not discriminate on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, disability, or age in any of its activities or operations. The Corporation actively welcomes and accommodates participants of all ability levels within the senior age demographic.

    Article XVII - Powers of the Corporation

    The Corporation shall have and may exercise all powers conferred upon nonprofit corporations organized under applicable state law, including but not limited to the power to:

  • Receive, hold, invest, and administer funds, grants, bequests, and donations of any kind in furtherance of its charitable purposes
  • Enter into contracts, franchise agreements, and memoranda of understanding with individuals, organizations, and government entities
  • Purchase, lease, acquire, own, hold, improve, use, and otherwise deal in and with real or personal property, or any interest therein, wherever situated
  • Borrow money and issue promissory notes, bonds, or other obligations, and secure any such obligations by mortgage or pledge of the Corporation's property, franchises, or income
  • Sue and be sued, complain, and defend in its corporate name in any court of competent jurisdiction
  • Hire employees, retain independent contractors, and engage professional advisors, including legal counsel, accountants, and consultants
  • Establish and maintain subsidiary organizations or affiliates as necessary to fulfill its charitable mission
  • Apply for and hold licenses, trademarks, service marks, and other intellectual property rights
  • Do all other lawful acts and things necessary, useful, or convenient to further the purposes of the Corporation as set forth in Article II
  • Establish policies and procedures governing franchise operations, including standards for territory management, participant safety, and program quality

    • Article XVIII - Conflict of Laws

    In the event of any conflict between the provisions of these Articles of Incorporation and the provisions of any applicable state nonprofit corporation law, the provisions of applicable state law shall control, except to the extent that such conflict would jeopardize the Corporation's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. In the event of any conflict between the provisions of these Articles and the Bylaws of the Corporation, the provisions of these Articles shall control. In the event of any conflict between the provisions of these Articles and any franchise agreement entered into by the Corporation, the provisions of these Articles shall control. The Corporation shall comply with all applicable federal, state, and local laws in each jurisdiction where it operates or maintains franchise territories.

    Article XIX - Severability

    If any provision of these Articles of Incorporation is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Articles, which shall remain in full force and effect. To the extent possible, each provision of these Articles shall be interpreted in a manner that renders it valid and enforceable under applicable law. If any provision is determined to be invalid solely as applied to a particular person, entity, or circumstance, such provision shall remain in full force and effect with respect to all other persons, entities, and circumstances. In the event any provision is invalidated, the Board of Directors shall promptly consider and adopt a replacement provision that most closely achieves the original intent of the invalidated provision, consistent with applicable law and the Corporation's tax-exempt status.

    Article XX - Amendments

    These Articles may be amended by a two-thirds vote of the Board of Directors at any duly called meeting at which a quorum is present, provided that written notice of the proposed amendment has been given to all directors at least fifteen (15) days prior to the meeting. No amendment shall alter the charitable purposes of the Corporation or its commitment to serving senior athletes. No amendment shall be made to these Articles that would cause the Corporation to lose its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. All amendments shall be filed with the appropriate state filing authority within thirty (30) days of adoption. Amendments affecting the Corporation's franchise structure, territory designations, or franchise operator rights shall require consultation with the Franchise Advisory Council prior to adoption. A copy of these Articles, as amended, shall be maintained at the Corporation's principal office and made available for inspection by any director upon request.

    Contact

    Franchise Senior Sports, Inc.

    Email: hello@franchiseseniorsports.com

    Phone: +1 (314) 374-4105