4 March 2017
14-16 Oct 2016
7-11 Aug 2017
ARTICLES OF INCORPORATION OF THE VEXILLOLOGICAL ASSOCIATION OF THE STATE OF TEXAS
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:
ARTICLE 1 NAME
The name of the Corporation is the Vexillological Association of the State of Texas.
ARTICLE 2 NONPROFIT CORPORATION
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.
ARTICLE 3 DURATION
The Corporation will continue in perpetuity.
ARTICLE 4 PURPOSES
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.
ARTICLE 5 POWERS
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.
ARTICLE 6 RESTRICTIONS AND REQUIREMENTS
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:
1. Engage in activities or use its assets in manners that do not further one or more exempt purposes, as set forth in these Articles and defined by the Internal Revenue Code and related regulations, rulings, and procedures, except to an insubstantial degree.
2. Serve a private interest other than one clearly incidental to an overriding public interest.
3. Devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise, except as provided by the Internal Revenue Code and related regulations, rulings, and procedures.
4. Participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office. The prohibited activities include publishing or distributing statements and any other direct or indirect campaign activities.
5. Have objectives characterizing it as an "action organization" as defined by the Internal Revenue Code and related regulations, rulings, and procedures.
6. Distribute its assets on dissolution other and for one or more exempt purposes. On dissolution, the Corporation's assets will be distributed to the state government for a public purpose, or to an organization exempt from taxes under Internal Revenue Code section 501(c)(3) to be used to accomplish the general purposes for which the Corporation was organized.
7. Permit any part of the Corporation's net earnings to inure to the benefit of any private shareholder or member of the Corporation or any private individual.
8. Carry on an unrelated trade or business, except as a secondary purpose related to the Corporation's primary, exempt purposes.
ARTICLE 7 MEMBERSHIP
The Corporation will have one or more classes of members as provided in the bylaws.
ARTICLE 8 INITIAL REGISTERED OFFICE AND AGENT
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.
ARTICLE 9 MANAGING BODY OF CORPORATION
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:
James T. Liston [address removed]
R. Christopher Pinette [address removed]
Charles A. Spain, Jr. [address removed]
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.
ARTICLE 10 LIMITATION ON LIABILITY OF DIRECTORS
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.
ARTICLE 11 CONSTRUCTION
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.
ARTICLE 12 INCORPORATOR
The name and street address of the incorporator is Charles A. Spain, Jr., 504 Branard Street, Houston, Texas 77006-5018.
ARTICLE 13 ACTION BY WRITTEN CONSENT
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.