I, the undersigned natural person over the age of 18, acting as an incorporator, adopt the following Articles of Incorporation of the Vexillological Association of the State of Texas:
The name of the Corporation is the Vexillological Association of the State of Texas.
The Corporation is a nonprofit corporation. When it dissolves, all of its assets will be distributed to the State of Texas for an organization exempt from taxes under Internal Revenue Code section 501(c)(3) for one or more purposes exempt under the Texas franchise tax.
The Corporation will continue in perpetuity.
The purposes for organizing the Corporation are to perform charitable, scientific, and/or educational activities within the meaning of Internal Revenue Code section 501(c)(3). Specifically, the Corporation is organized to: (1) promote vexillology, which is the creation and development of a body of knowledge about flags of all types and their forms and functions, and of scientific theories and principles based on that knowledge; (2) cooperate with other vexillological associations and institutions; and (3) represent Texas vexillologists on a national and international level.
Except as these Articles otherwise provide, the Corporation has all the powers provided in the Texas Non-Profit Corporation Act. Moreover, the Corporation has all implied powers necessary and proper to carry out its express powers. The Corporation may reasonably compensate members, directors, or officers for services rendered to or for the Corporation in furtherance of one or more of its purposes.
A. The Corporation may not pay dividends or other corporate income to its members, directors, or officers, or otherwise accrue distributable profits, or permit the realization of private gain. The Corporation may not take any action prohibited by the Texas Non-Profit Corporation Act. The Corporation may not engage in any activities, except to an insubstantial degree, that do not further its purposes as set forth in these Articles.
B. The Corporation may not take any action that would be inconsistent with the requirements for a tax exemption under Internal Revenue Code section 501(c)(3) and related regulations, rulings, and procedures. Nor may it take any action that would be inconsistent with the requirements for receiving tax-deductible charitable contributions under Internal Revenue Code section 170(c)(2) and related regulations, rulings, and procedures. Regardless of any other provision in these Articles of Incorporation or state law, the Corporation may not:
Carry on an unrelated trade or business, except as a secondary purpose related to the Corporation's primary, exempt purposes.
The Corporation will have one or more classes of members as provided in the bylaws.
The street address of the Corporation's initial registered office is 504 Branard Street, Houston, Texas 77006-5018. The name of the initial registered agent at this office is Charles A. Spain, Jr.
A. The management of the Corporation is vested in its Board of Directors and such committees of the Board that the Board may, from time to time, establish. The bylaws will provide the qualifications, manner of selection, duties, terms, and other matters relating to the Board of Directors.
B. In electing directors, members may not cumulate their votes by giving one candidate as many votes as the number of directors to be elected or by distributing the same number of votes among any number of candidates.
C. The initial Board will consist of three persons. The initial Board will consist of the following persons at the following addresses:
|
Name |
Address |
|
James T. Liston |
1201 Enterprise Avenue, Apt. 709 |
|
League City, Texas 77573-2986 | |
|
R. Christopher Pinette |
2929 Kings Road, Apt. 5201 |
|
Dallas, Texas 75219-6151 | |
|
Charles A. Spain, Jr. |
504 Branard Street |
|
Houston, Texas 77006-5018 |
D. The number of directors may be increased by adopting or amending bylaws. The number of directors may not be decreased to fewer than three.
A director is not liable to the Corporation or members for monetary damages for an act or omission in the director's capacity as director except as otherwise provided by a Texas statute.
All references in these Articles to statutes, regulations, or other sources of legal authority refer to the authorities cited, or their successors, as they may be amended from time to time.
The name and street address of the incorporator is Charles A. Spain, Jr., 504 Branard Street, Houston, Texas 77006-5018.
A. Action may be taken by use of signed written consents by the number of members, directors, or committee members whose vote would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted. Each written consent must bear the date of signature of each person signing it. A consent signed by fewer than all the members, directors, or committee members is not effective to take the intended action unless consents, signed by the required number of persons, are delivered to the Corporation within 60 days after the date of the earliest-dated consent delivered to the Corporation. Delivery must be made by hand, or by certified or registered mail, return receipt requested. The delivery may be made to the Corporation's registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or any officer or agent having custody of books in which the relevant proceedings are recorded. If delivery is made to the Corporation's principal place of business, the consent must be addressed to the president or principal executive officer.
B. The Corporation will give prompt notice of the action taken to persons who do not sign consents. If the action requires documents to be filed with the secretary of state, the filed documents will state that the written-consent procedures have been properly followed.
C. A telegram, telex, cablegram, or similar transmission by a member, director, or committee member, or photographic facsimile, or similar reproduction of a signed writing is to be regarded as being signed by the member, director, or committee member.
I execute these Articles of Incorporation on March 4, 2000.
Charles A. Spain, Jr.