DOCUMENT 1: ARTICLES OF INCORPORATION
ARTICLES OF INCORPORATION OF THE SUSTAINABLE INTEGRITY CERTIFICATION ASSOCIATION
A Non-Profit Public Benefit Corporation
ARTICLE I: NAME
The name of this corporation shall be the Sustainable Integrity Certification Association, hereinafter referred to as "SICA" or "the Association."
ARTICLE II: PURPOSE
Section 2.1 - Mission
The Association is organized exclusively for charitable, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, specifically:
(a) To develop, maintain, and administer rigorous, science-based certification standards for consumer and industrial products that promote environmental sustainability, human health, and product longevity;
(b) To advance public knowledge and scientific understanding of material safety, environmental impacts, and sustainable manufacturing practices;
(c) To provide independent, third-party verification that products meet defined standards across five core pillars: Longevity, Repairability, Sustainable Disposal, Environmental Safety, and Efficiency;
(d) To operate internationally as a certification body maintaining the highest standards of independence, scientific integrity, and transparency.
Section 2.2 - Core Principles
The Association shall operate according to these inviolable principles:
(a) Scientific Integrity: All standards and material classifications shall be based on peer-reviewed scientific evidence and the precautionary principle;
(b) Independence: The Association shall remain free from undue influence by any manufacturer, industry group, or governmental entity;
(c) Transparency: All standards, testing protocols, and certification decisions shall be publicly accessible;
(d) Precautionary Principle: Where scientific uncertainty exists regarding material safety, products shall be restricted from highest certification levels until adequate long-term data is available;
(e) Global Consistency: Standards shall be uniform across all jurisdictions without dilution for local preferences.
Section 2.3 - Mission Lock
This corporation is permanently dedicated to the purposes set forth above. No part of the net earnings shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that reasonable compensation may be paid for services rendered. Upon dissolution, all assets shall be distributed to one or more organizations with similar charitable purposes, as determined by a court of competent jurisdiction.
ARTICLE III: POWERS
The Association shall have all powers granted to non-profit corporations under applicable law, including but not limited to:
(a) Developing and publishing certification standards and testing protocols;
(b) Certifying products and licensing use of certification marks;
(c) Charging fees for certification services;
(d) Conducting research and publishing findings;
(e) Accepting grants, donations, and bequests;
(f) Establishing international chapters and accrediting testing laboratories;
(g) Enforcing standards through suspension or revocation of certifications;
(h) Protecting intellectual property rights in certification marks and standards.
ARTICLE IV: GOVERNANCE
Section 4.1 - Board of Directors
The business and affairs of the Association shall be managed by a Board of Directors consisting of not fewer than fifteen (15) and not more than twenty-one (21) members.
Section 4.2 - Board Composition
The Board shall maintain the following compositional balance:
(a) Independent Seats (minimum 33%): Scientists, ethicists, consumer advocates, academics, and other experts without financial ties to regulated industries;
(b) Industry Seats (maximum 20%): Representatives from manufacturing, materials, or related industries;
(c) Regional Seats (minimum 20%): Representatives ensuring geographic diversity across operational regions;
(d) Stakeholder Seats (remaining): Environmental organizations, labor representatives, and civil society organizations.
Section 4.3 - Board Independence
(a) The Board Chair must be an Independent Director;
(b) No single industry sector may hold more than 20% of board seats;
(c) At least 60% of Board members must have no financial ties to certified companies or applicants;
(d) All conflicts of interest must be publicly disclosed annually.
ARTICLE V: RESTRICTIONS
Section 5.1 - Revenue Concentration Limit
(a) No single entity (manufacturer, donor, or grant-maker) may provide more than five percent (5%) of the Association's annual revenue in any fiscal year. This prevents undue influence and ensures organizational independence.
(b) This limit shall be calculated based on the prior fiscal year's total revenue.
(c) Start-up Glide Path: The 5% revenue limit shall be gradually implemented to ensure financial stability:
(i) For fiscal years 1-3, this limit shall be suspended.
(ii) For fiscal year 4, no single entity may provide more than twenty percent (20%) of annual revenue.
(iii) For fiscal year 5, no single entity may provide more than ten percent (10%) of annual revenue.
(iv) For fiscal year 6 and all subsequent years, the standard five percent (5%) limit shall apply.
Section 5.2 - Political Activity
The Association shall not participate in, or intervene in (including publishing or distributing statements), any political campaign on behalf of or in opposition to any candidate for public office.
Section 5.3 - Lobbying
No substantial part of the activities of the Association shall be carrying on propaganda, or otherwise attempting to influence legislation, except as permitted under Section 501(h) of the Internal Revenue Code.
ARTICLE VI: AMENDMENT
These Articles may be amended by a two-thirds (2/3) vote of the Board of Directors, provided that:
(a) Articles II (Purpose) and V (Restrictions) may only be amended by a three-quarters (3/4) supermajority;
(b) Any amendment that would affect the Association's tax-exempt status requires approval by legal counsel;
(c) Notice of proposed amendments must be provided to all Board members at least sixty (60) days in advance.
ARTICLE VII: INITIAL DIRECTORS
The initial Board of Directors shall consist of [NUMBER] members who shall serve until the first annual meeting or until their successors are elected and qualified.
ARTICLE VIII: REGISTERED AGENT
The name and address of the initial registered agent is:
[TO BE COMPLETED]
IN WITNESS WHEREOF, the undersigned incorporator(s) have executed these Articles of Incorporation on this _ day of __, 20___.