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HomeMy WebLinkAboutCertificate of Incorporation y t-i f(—t H 4'771\ Cit c •tate of Zexas ,erretttr of c*tate CERTIFICATE OF INCORPORATION OF A E M UNITED METHODIST CHURCH CHARTER NUMBER 01303685 THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS , HEREBY CERTIFIES THAT THE ATTACHED ARTICLES OF INCORPORATION FOR THE ABOVE NAMED CORPORATION HAVE BEEN RECEIVED IN THIS OFFICE AND ARE FOUND TO CONFORM TO LAW. ACCORDINGLY, THE UNDERSIGNED, AS SECRETARY OF STATE, AND BY VIRTUE OF THE AUTHORITY VESTED IN THE SECRETARY BY LAW, HEREBY ISSUES THIS CERTIFICATE OF INCORPORATION. ISSUANCE OF THIS CERTIFICATE OF INCORPORATION DOES NOT AUTHORIZE THE USE OF A CORPORATE NAME IN THIS STATE IN VIOLATION OF THE RIGHTS OF ANOTHER UNDER THE FEDERAL TRADEMARK ACT OF 1946, THE TEXAS TRADEMARK L . THE ASSUMED BUSINESS OR PROFESSIONAL NAME ACT OR THE COMMON LAW. DATED FEB. 28, 1994 f - 'fir 1- r . c, i r" It \ Secretary of State Av `'' --'71::::•::=-z7:::'-• OA .e (99 V, FILED ARTICLES OF INCORPORATION in the Office of the Secretary of State of Texas OF FEB 2 8 1994 A & M UNITED METHODIST CHURCH o€porations Section, I, the undersigned natural person of the age of eighteen (18) years or more, a citizen of the State of Texas, acting as incorporator of a corporation under the Texas Non Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation: ARTICT.F ONE The name of the corporation is A & M UNITED METHODIST CHURCH. ARTICLE TWO The corporation is a nonprofit corporation. ARTICT,F THREE The period of its duration is perpetual. ARTICLE FOUR The purpose or purposes for which the corporation is organized are: 1. This corporation is incorporated primarily for charitable, religious, and educational purposes, which shall include but not be limited to, the support of public and private worship and the maintenance of places of worship and parsonages. 2. The additional purpose of purposes for which the corporation is organized are to receive and maintain a fund or funds of real property, personal property, or both, and, subject to the restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income therefrom and the principal thereof exclusively for charitable, religious, scientific, literary, or educational purposes either directly or by contributions to organizations that qualify as exempt organizations under Section 501(c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. 3 . No part of the net earnings of the corporation shall inure to the benefit of any Director of the corporation, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes) , ( i and no Director or officer of the corporation, or any private ^`- p fo 0 /s1 V individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. 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 publication or distribution of statements) any political campaign on behalf of any candidate for public office. 4 . The corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws. 5. The corporation shall not engage in any act of self- dealing as defined in Section 4941(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws. 6. The corporation shall not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code of 1954 , or corresponding provisions of any subsequent federal tax laws. 7 . The corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws. 8 . The corporation shall not make any taxable expenditure as defined in Section 4945 (d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws. 9. Notwithstanding any other provisions of these Articles of Incorporation, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on (a) by an organization exempt from taxation under Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or (b) by an organization, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. 10. Upon dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to charitable, religious, scientific, testing for public safety, literary, or educational organizations which would then qualify under the provisions of Articles of Incorporation n A & M United Methodist Church P 2 � 1 1 / 0 O Section 501 (c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or such corresponding section of any future federal tax code; principally, should the corporation cease to exist for any reason, then the title to all property, or any type or characteristic, shall be vested in the Annual Conference Board of Trustees to be held in trust for the local church. ARTICLE FIVE The street address of the initial registered office of the corporation is 417 University Drive, College Station, Texas 77840 and the name of its initial registered agent at such address is Elizabeth Chenoweth. ARTICLE SIX The number of trustees constituting the initial board of trustees of the corporation shall be a minimum of three and a maximum of nine, and the names and addresses of the persons who are to serve as the initial trustees are: Name Address Elizabeth Chenoweth 1800 Sabine Court, College Station, TX 77840 Marge Haislet 402 Fairway Drive, Bryan, TX 77801 J. D. Langley P. O. Box 3785, Bryan, TX 77805 Michael Tatum 2801 Brother Blvd. , College Station, TX 77845 Donald House 1008 Shady Drive, College Station, TX 77840 Larry Ringer 702 Thomas, College Station, TX 77840 Claude Davis 1212 King Arthur Ct. , College Station, TX 77840 Juanita Murray 1325 Lyndhurst Drive, Bryan, TX 77802 Mark Satterwhite 1005 Woodhaven Drive, College Station, TX 77840 ARTICLE SEVEN The name and address of the incorporator is: Carl Dore' , Jr. 9430 Old Katy Road, Suite 103 Houston, Texas 77055 Articles of Incorporation O - 1 A & H United Methodist Church Page 3 ARTICT,F EIGHT The management of this corporation shall be vested in its members in accordance with Section C of Article 2. 14 of the Texas Non-Profit Corporation Act. The authority of the Board of Trustees, and their successors who shall be elected by members of the corporation at Charge Conferences pursuant to The Book of Discipline of the United Methodist Church, shall be subordinate in all respects to the authority of the members, and shall be such authority as is expressly or impliedly delegated by the members and authorized by the Book of Disciple of the United Methodist Church, and which may be imposed by the corporation acting by and through its Charge Conferences. IN WITNESS WHEREOF, I have hereunto s t my hand as execution of these Articles of Incorporation this ?` day of February, 1994 . P. L(-. Jre' , r. THE STATE OF TEXAS § § COUNTY OF HARRIS § I, the undersigned, a notary public, do hereby certify that on this 2 ztday of February, 1994, personally appeared before me P. C. Dore Jr. , who, being by me first duly sworn, declared that he is the person who signed the foregoing document as incorporator, and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereu,to et my hand and -.1 the day and year above written. / di it , tp dipop ..., _ __ c ? iTmm2J Staof Texas M C Articles of Incorporation ClID < ` A & M United Methodist Church Page 4 /\n ks 6CO n