Isaac’s Well

Proposed draft · 24 October 2026 · revised 27 October 2026

Articles of incorporation

This is the paper filed with the State of Tennessee to create Isaac’s Well as a nonprofit corporation. Tennessee calls this filing a “charter”. It is a different paper from the charter on this site, which serves as Isaac’s Well’s bylaws, and where the two differ, this filing governs (charter 1.4). It is a draft for the working group and counsel. Nothing in it is adopted or filed yet, and the items in brackets are filled in at filing.

1. Name and nature

  1. Name. The name of the corporation is [Isaac’s Well, Inc.].
  2. Not for profit. The corporation is not for profit.
  3. Public benefit. The corporation is a public benefit corporation.
  4. Religious. The corporation is a religious corporation. It is not a church.
  5. No members. The corporation has no members. Those who join its online meeting place are called members in its bylaws, but they are members of the site only. They have no vote in the corporation and no rights as members under the Tennessee Nonprofit Corporation Act.
  6. Duration. The corporation’s existence is perpetual.

2. Offices and incorporator

  1. Registered office. [Street address, city, county], Tennessee [ZIP].
  2. Registered agent at that office: [name].
  3. Principal office. [Street address, city, county, state, ZIP]. Mailing address, if different: [address].
  4. Incorporator. [Name and business address of each incorporator].
  5. Fiscal year ends in [December].
  6. Effective date. These articles take effect when the Secretary of State files them.

3. Purpose

  1. The corporation is organized and will be operated exclusively for religious and charitable purposes[, within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax law]. The words in brackets are included only if counsel advises applying for exemption under section 501(c)(3).
  2. Within those purposes, the corporation exists to advance the Christian faith as confessed in section 4. It does so by promoting marriage between one man and one woman, “only in the Lord” (1 Corinthians 7:39), and by serving the churches that take part in its work under its bylaws in their pastoral care of their unmarried adult members. Everyone it serves in this way is affirmed by their own elders as a member in good standing.

4. Confession

  1. The doctrinal standard of the corporation is the Second London Baptist Confession of Faith of 1689, and the corporation carries out its purposes in keeping with it. The chairman of the board holds to it. Every other director affirms it as the standard under which the work is done and will not teach against it.

5. Limits

  1. No private gain. No part of the corporation’s net earnings may inure to the benefit of, or be distributed to, any director, officer or other private person. (“Inure” means to pass to them as private gain.) The corporation may pay reasonable compensation for services actually rendered, and make payments in furtherance of its purposes.
  2. No substantial lobbying. No substantial part of the corporation’s activities may be carrying on propaganda or otherwise attempting to influence legislation.
  3. No political campaigns. The corporation may not participate or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office. This includes publishing or distributing statements.
  4. [Only what a charity may do.] [Notwithstanding any other provision of these articles, the corporation may not carry on any activity not permitted to a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or to a corporation to which contributions are deductible under section 170(c)(2), or the corresponding sections of any future federal tax law.] This item is included only if counsel advises applying for exemption under section 501(c)(3).
  5. No loans. Tennessee Code § 48-58-303 applies to the corporation. It does not lend money to, or guarantee a debt of, any director or officer.
  6. RBNet’s advisers. The advisory board provided for in the bylaws keeps standing seats for at least [two] pastors of churches of the Reformed Baptist Network (RBNet) and for one person RBNet itself names. They give counsel only, with no vote and no power to appoint or remove a director. This item is included only with RBNet’s written consent (charter 11.2).

6. Directors’ liability

  1. A director is not personally liable to the corporation for money damages for breach of fiduciary duty as a director, except for the liability that Tennessee Code § 48-52-102(b)(3) does not allow a charter to remove.

7. Dissolution

  1. If the corporation is dissolved, then after its debts are paid, its remaining assets go to one or more organizations of like faith, chosen by the board, that are then exempt under section 501(c)(3) of the Internal Revenue Code. “Of like faith” means holding to the Confession named in section 4.
  2. Any assets not so distributed shall be distributed by the chancery court of the Tennessee county in which the corporation’s registered office is then located, exclusively for one or more exempt purposes within the meaning of section 501(c)(3), to such organizations as the court determines, preferring organizations of like faith.
  3. No assets may be distributed to any director, officer or other private person, except as section 5.1 allows.

8. Amendment

  1. These articles may be amended by two of the three directors, at a meeting, after each director has been given notice stating the amendment and its text (charter 12.1).
  2. Section 4, the words in section 3.2 requiring that everyone the corporation serves be affirmed by their own elders, section 5.6, if it is included, and this section 8.2 itself may be amended only by all three directors, after the pastors of the participating churches have been consulted (charter 12.2). No amendment to these articles may change, or allow the bylaws to change, the vote or consultation that charter 12.2 requires.

Signed by the incorporator on ________________: [name].

Notes for counsel

  • What is filed. The filing is Tennessee Secretary of State form SS-4418, “Charter, Nonprofit Corporation”, with a $100 fee. It is filed online through TNBear (tnbear.tn.gov) or by mail. The form’s boxes carry the name, public or mutual benefit, religious or not, members or not, registered agent and office, principal office, fiscal year, duration, effective date and the incorporator’s signature. Sections 3 to 8 go on as additional provisions. Every item is public record (T.C.A. § 10-7-503), so use business addresses, not home addresses. Check the current form before filing: the copies found online date from 2013 to 2015. Form (2014 copy): https://www.comptroller.tn.gov/content/dam/cot/la/documents/guidance/general-guidance/ss-4418.pdf
  • What Tennessee requires. T.C.A. § 48-52-102(a) requires: name (1.1); public or mutual benefit (1.3); religious, if it is (1.4); registered office, county and agent (2.1, 2.2); each incorporator’s name and address (2.4); principal office and mailing address (2.3); not for profit (1.2); whether it has members (1.5); and how assets go on dissolution (section 7). Sections 3, 4, 5 and 8 use § 48-52-102(b)(2) (purposes and management) and section 6 uses (b)(3). Statute text: https://codes.findlaw.com/tn/title-48-corporations-and-associations/tn-code-sect-48-52-102/
  • Name. No “Inc.” or “Corporation” is required (§ 48-54-101), but the name must be distinguishable on the state’s records and must not imply sponsorship by a religious body without its written consent. Isaac’s Well is not affiliated with RBNet or FIRE independent of RBNet and FIRE, and its name implies sponsorship by neither, so the name needs no consent from them. Section 5.6 names RBNet, and is included only with its written consent. Search the state’s records and reserve the name if filing is delayed.
  • Tax status. Charter 1.3 sets the course. These articles are drafted to work on any of its paths.
    • The IRS has refused 501(c)(3) status to faith-based introductions services. These are final adverse determination letters, not private letter rulings, and are not precedent (IRC § 6110(k)(3)), but they show how the IRS reasons. Letter 202420031 (final 20 February 2024, released 17 May 2024) concerned an online matchmaking service with ticketed events for one religious community; it charged no membership fee. The IRS held that matchmaking and social events served participants’ private interests, a substantial non-exempt purpose that religious content did not cure. https://www.irs.gov/pub/irs-wd/202420031.pdf Letter 202307007 (final 21 November 2022, released 17 February 2023) concerned a faith-based social club and paid matchmaking service, which also failed the organizational test for want of a purpose clause. https://www.irs.gov/pub/irs-wd/202307007.pdf A related denial under 501(c)(7) is letter 202403014 (final 23 October 2023, released 19 January 2024). https://www.irs.gov/pub/irs-wd/202403014.pdf
    • Isaac’s Well does plan gatherings in person (charter 2.2, 8.4), the kind of activity the IRS treated as social in these letters. It differs in that elders affirm every member, the fee is nominal and a pastor’s word waives it, it serves the churches, it carries no advertising and it has a doctrinal standard. Whether that is enough is for counsel to judge before any Form 1023, which is never the short Form 1023-EZ.
    • On the 501(c)(4) path, notice goes to the IRS on Form 8976 within 60 days after the state files these articles, through Pay.gov, with a $50 fee. A late notice costs $20 a day, up to $5,000. https://www.irs.gov/charities-non-profits/requirement-for-section-501c4-organizations-form-8976
    • Coming under another charity as a fiscal sponsor does not cure the problem: the sponsor may fund only what its own exempt purposes allow, and the same IRS reasoning applies to it.
    • Directors’ immunity from suit under T.C.A. § 48-58-601(c) covers organizations exempt under 501(c)(3) or 501(c)(4), among others listed in § 48-58-601(d). It is lost only if Isaac’s Well is not exempt at all. Hence directors’ and officers’ insurance before opening (charter 7.12). https://codes.findlaw.com/tn/title-48-corporations-and-associations/tn-code-sect-48-58-601/
    • On the non-exempt path, gifts may be taxable income to Isaac’s Well, and are not deductible to givers. On that path it files a federal corporate income tax return each year and may owe Tennessee franchise and excise tax (counsel to confirm). For the excise tax, T.C.A. § 67-4-2004(32) defines “not-for-profit” by reference to IRC § 501, and the exemptions in § 67-4-2008 do not turn on state nonprofit status alone, so a nonprofit corporation that is not federally exempt appears to be taxed like any other. Please confirm, and check the franchise tax exemptions as well. https://codes.findlaw.com/tn/title-67-taxes-and-licenses/tn-code-sect-67-4-2004/ https://codes.findlaw.com/tn/title-67-taxes-and-licenses/tn-code-sect-67-4-2008/
  • The bracketed 501(c)(3) words (3.1 and 5.4). The organizational test requires the articles themselves to limit purposes to 501(c)(3) purposes, forbid substantial non-exempt activity and dedicate assets on dissolution. Sections 3.1, 5 and 7 follow IRS Publication 557 (Appendix, Draft A) and the Form 1023 instructions. https://www.irs.gov/publications/p557 https://www.irs.gov/instructions/i1023 If counsel advises against a 501(c)(3) application, leave the bracketed words out. Otherwise section 5.4 would bind Isaac’s Well to the very limit the IRS letters say its core work does not meet. Sections 5.1 to 5.3 and 7 suit every path.
  • Purpose (3.2). It states the end the work serves: the Christian faith as confessed, marriage “only in the Lord”, and the churches’ pastoral care of their unmarried members, everyone served being affirmed by their own elders. It does not list the means, including the introductions. Articles state purposes, not every activity, and the IRS judges how an organization actually operates. If a Form 1023 is ever filed, it describes the introductions in full.
  • Religious corporation. Tennessee defines one as “organized and operating primarily or exclusively for religious purposes” (§ 48-51-201). The purpose is to advance the faith under a confession, and the doctrinal standard sits in the articles, so the designation fits. Its effects (§ 48-67-102):
  • Public benefit, not mutual benefit. A public benefit corporation is the usual Tennessee form for a charity, and it suits a non-exempt nonprofit too. Before dissolving, it must give the Attorney General written notice, and may not transfer assets until 45 days after that notice unless the Attorney General consents (§ 48-64-103).
  • No members. Under § 48-51-201, a “member” is anyone with a right under the charter or bylaws to vote for directors on more than one occasion, whatever they are called. Site members have no such vote, nor do advisers, including those RBNet names (section 5.6), and the remaining directors fill any vacant seat (charter 1.5, 7.13). So “no members” is accurate.
  • Amendment (section 8). In a corporation without members, the board amends the articles by a majority of the directors in office, at a meeting whose notice states that purpose and includes a copy or summary of the amendment (§ 48-60-102(b)). With three directors, that is two. Section 8.2 asks for all three, and for the pastors to be consulted, for the protected parts. § 48-58-205 lets the charter require “the vote of a greater number of directors”. Please confirm that this reaches charter amendments, and that the consultation step is enforceable as a condition. Charter 12.2 defines consultation: written notice to each participating church’s affirming elder, 30 days to reply, and the replies noted in the minutes. The last sentence of section 8.2 stops the protection in charter 12.2 being undone through the articles, since the articles govern where they and the bylaws differ. § 48-60-301 would also allow the articles to require written approval by a named outside person, if the board ever wants that safeguard.
  • Initial directors. The articles need not name them (§ 48-52-102(b)(1)). If they don’t, the incorporator calls an organizational meeting and elects the three founding directors the working group has chosen (§ 48-52-105). Leaving them out keeps names and addresses off the public record.
  • Officers. Tennessee requires a president and a secretary, and one person may not hold both (§ 48-58-401). The officers are set in the bylaws, not here: the chairman is president, and the treasurer is never the project lead (charter 7.7). https://codes.findlaw.com/tn/title-48-corporations-and-associations/tn-code-sect-48-58-401/
  • Dissolution (section 7). It matches charter 12.3, which also governs members’ personal information on dissolution. “Of like faith” is defined for a court’s sake. Section 7.2 names the chancery court of the registered office’s county. The default venue for a judicial dissolution is the county of the principal office, or of the registered office if there is no principal office in Tennessee (§ 48-64-302). The two will usually be the same county, but please confirm the choice. Publication 557 also allows assets to go to a government for a public purpose. That is left out because the charter names only organizations of like faith, and 7.2 is the qualified fallback the IRS expects.
  • Directors’ liability (section 6). § 48-52-102(b)(3) allows the charter to limit directors’ liability for money damages, except for breaches of the duty of loyalty, acts not in good faith, intentional misconduct, knowing violations of law and unlawful distributions. Only the articles can do this. Indemnity is in the bylaws (charter 7.12).
  • Why the Confession is in the articles. Charter 3.1 already makes the 1689 Confession the doctrinal standard. Putting it in the articles as well:
    • supports the religious-corporation designation and gives § 48-67-102 a doctrine to point to;
    • fixes the standard in the governing document, so it cannot be dropped by amending the bylaws alone; and
    • helps show the religious character Isaac’s Well relies on in asking those who serve to affirm the Confession (charter 3.2), for example under the religious-organization exemption in Title VII (42 U.S.C. § 2000e-1(a)).
    • The cost is that changing it means a public amendment filing. Section 4 stays short, and the marriage text of chapter 25 stays in the bylaws (charter 3.3).
  • Open questions for the board.
    • The legal name: with or without “Inc.”?
    • Who is the registered agent: a director in Tennessee, or a commercial agent service?
    • Which address is the principal office?
    • Who is the incorporator? One is enough.
    • Fiscal year: the calendar year is simplest.
  • Due soon after filing. The EIN, the founding directors’ organizational meeting, adoption of the bylaws (charter) and of the conflict-of-interest policy, and, on the 501(c)(4) path, Form 8976. Ask counsel whether Isaac’s Well must register with the Tennessee Division of Charitable Solicitations before asking for gifts (T.C.A. § 48-101-501 and following), or is exempt as a religious organization.