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Home My WebLink AboutArticles of Incorporation ~LCL• t,~e Office of the ,ecretary of State of Texas ARTICLES OF INCORPORATION FEB 06 2001 OF • ;orporatlonS Section MUSEUM OF THE AMERICAN G.I., INC. I, the undersigned natural person, a citizen of the State of Texas, and who is of the age of eighteen (18) years or more, acting as Incorporator of a Corporation under the Texas Non-Profit Corporation Act, Article 1396, Texas Revised Civil Statutes, do hereby adopt the following Articles of Incorporation for the Corporation: ARTICLE ONE NAME The name of the Corporation shall be MUSEUM OF THE AMERICAN G.I., INC. ARTICLE TWO NON-PROFIT CORPORATION The Corporation is a non-profit Corporation. ARTICLE THREE DURATION The period of duration of the Corporation shall be perpetual or until dissolved as provided by law. ARTICLE FOUR PURPOSES The purposes of this Corporation shall be as follows: 1. To promote the knowledge and appreciation of the United States Military and the men and women who served, to enhance the quality of education in the Brazos County, Texas area by maintaining a museum of World War II equipment for school children and the public, and to use a museum of World War II equipment to memorialize the human sacrifice of such war; 2. To obtain and restore to original operating condition and to preserve and maintain the equipment in operational condition so that school children and the public can hear and see the equipment move under its own power; 3. To support the local military recruiters, National Guard, reserve units, VFW and American Legions with living history displays and parade the vehicles on appropriate occasions to honor our veterans; 4. Solely for the above purposes, the Corporation is empowered to take and hold by bequest, devise, gift, contribution, purchase, lease, or any other form, either absolutely or in trust, any property, real or personal, tangible or intangible, without limitation as to amount or value; to sell, convey, use, apply, and dispose of any cash property and to invest and reinvest the income and principal thereof; to deal with and expend the income and principal of the Corporation; to make gifts or contributions, including scholarships, to other entities or persons; and to exercise all other rights and powers conferred by the laws of the State of Texas upon non-profit corporations; and 5. To do all things necessary or appropriate in order to accomplish the foregoing within the meaning of the Internal Revenue Code of 1986, as amended, § 501(c)(3), and Texas Tax Code, § 11. 18 (c) (1) (B) , as amended. ARTICLE FIVE PLEDGE OF ASSETS All property of the Corporation, whether real or personal, and wherever situated, is pledged for use by the Corporation in performing its charitable functions. ARTICLE SIX POWERS Except as may be otherwise provided in these Articles, the Corporation shall have all of the powers provided in the Texas Non-Profit Corporation Act, Article 1396-2.02, Revised Civil Statutes of the State of Texas. ARTICLE SEVEN RESTRICTIONS AND REQUIREMENTS The Corporation shall not pay dividends or other corporate income to its Directors or Officers or otherwise accrued distributable profits or permit the realization of private gain. The Corporation shall have no power to take any action prohibited by the Texas Non-Profit Corporation Act. The Corporation shall not have the power to engage in any activities, except to an insubstantial degree, that are not in furtherance of the purposes set forth above. v The Corporation shall have no power to take any action that would be inconsistent with the requirements for a tax exemption under Internal Revenue Code of 1986, as amended, § 501(c)(3), and related regulations, rulings and procedures. The Corporation shall have no power to take any action that would be inconsistent with the requirements for receiving tax deductible, charitable contributions under Internal Revenue Code of 1986, as amended, § 170(c) (2) and related regulations, rulings and procedures. Regardless of any other provision in these Articles of Incorporation or State Law, the Corporation shall have no power to: 1. Engage in activities or use its assets in manners that are not in furtherance of one (1) or more exempt purposes, as set forth above and defined by the Internal Revenue Code of 1986, as amended, and related regulations, rulings and procedures, except to an insubstantial degree. 2. Serve a private interest other than one that is clearly incidental to an overriding public interest. 3. Devote more than an insubstantial part of its activities in attempting to influence legislation by propaganda or otherwise, except as provided by the Internal Revenue Code of 1986, as amended, 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 the publishing or distributing of statements in any other direct or indirect campaign activities. 5. Have objectives that characterize it as an "action organization" as defined by the Internal Revenue Code of 1986, as amended, and related regulations, rulings and procedures. 6. Distribute its assets on dissolution other than for one (1) or more exempt purposes; on dissolution, after paying or making provision for the payment of all of the liabilities of the Corporation, the Corporation's remaining assets shall be distributed to a religious or charitable organization that is qualified as a charitable organization and is exempt from taxes under Internal Revenue Code of 1986, as amended, § 501(c) (3), to be used to accomplish the general purposes for which the Corporation was organized. 7. Permit any part of the net earnings of the Corporation to inure to the benefit of any private individual. 8. Carry on an unrelated trade or business except as a secondary purpose related to the Corporation's primary, exempt, purposes. i ARTICLE EIGHT INITIAL REGISTERED OFFICE AND AGENT The street address of the initial registered office of the Corporation is 1303 Cherokee Drive, College Station, Brazos County, Texas 77845, and the name of its initial registered agent at such address is EDWARD BRENT MULLINS. ARTICLE NINE BOARD OF DIRECTORS The number of Directors constituting the initial Board of Directors of the Corporation is three (3), and the names and addresses of the persons who are to serve as the initial Directors are: EDWARD BRENT MULLINS Post Office Box 9599 College Station, Texas 77842 LEISHA S. MULLINS Post Office Box 9599 College Station, Texas 77842 WILLIAM EMMETT FOX, III 102 Slippery Rock Court Ovilla, Texas 75154 A Director is not liable to the Corporation for monetary damages for an act or omission in the Director's capacity as Director except to the extent otherwise provided by a statute of the State of Texas. r, ARTICLE TEN OFFICERS The Corporation shall have such officers as may, from time to time, be deemed advisable in the best interests of the Corporation. The title, qualification, manner of selection, duties, terms, and other matters relating to such Officers shall be provided in the Bylaws of the Corporation. ARTICLE ELEVEN INCORPORATOR The name and address of the Incorporator of this Corporation is: Michael W. Middleton 3000 Briarcrest Drive, Suite 420 Bryan, Texas 77802 ARTICLE TWELVE MEMBERSHIP The Corporation shall have no members. ARTICLE THIRTEEN STOCK The Corporation shall issue no stock. ARTICLE FOURTEEN INDEMNIFICATION AND INSURANCE The Corporation may, to the fullest extent allowed by Texas law, provide for the indemnification of any person against expenses (including attorney's fees), judgments, fines and amounts made in settlement, incurred by him or her in any threatened, pending or completed action, suit or proceeding (including appeals), whether civil, criminal, administrative or investigative, if such action, suit or proceeding arose by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation or, if he or she is or was serving at the request of the Corporation as a director, officer, employee or agent, of another Corporation, partnership, joint venture, trust or other enterprise. The Corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against liability under the provisions hereof. ARTICLE FIFTEEN AMENDMENT The Corporation reserves the right to amend, alter, change or repeal any provisions contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute. IN WITNESS WHEREOF, I have hereunto set my hand, this ST,,k day of FCbao~~ , 2001. 6~ JAAA A P MICHAEL W. MIDDLETON, Incorporator 0 STATE OF TEXAS § § COUNTY OF BRAZOS § I, Theresa Gail Romero, a notary public, do hereby certify that on this 5t-- day of,,'JLJJ- ,r~LLh 2001, personally appeared before me MICHAEL W. MIDDLE N, who, being by me first duly sworn, declared that he is the person who signed the foregoing document as Incorporator, and that the statements contained therein are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above-written. o~~Y THERESA GAIL ROMERO j Notary Public. Sute of Texas my commission Exaires ~ AUGUST ~o, 2003 NOTARY PUBLI C AND FOR HE STATE OF TEXAS \corporat\mullins-art-inc-non-profit INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY P. O. BOX 2508 CINCINNATI, OH 45201 Employer Identification Number: Date: 74-3007981 DLN: 17053235025021 MUSEUM OF THE AMERICAN G.I., INC. Contact Person: C/O EDWARD BRENT MULLINS B.J. ANDUJAR ID# 75892 P.O. BOX 9599 Contact Telephone Number: COLLEGE STATION, TX 77842-9599 (877) 829-5500 Accounting Period Ending: December 31 Foundation Status Classification: 509(a)(1) Advance Ruling Period Begins: February 6, 2001 Advance Ruling Period Ends: December 31, 2005 Addendum Applies: No Dear Applicant: Based on information you supplied, and assuming your operations will be as stated in your application for recognition of exemption, we have determined you are exempt from federal income tax under section 501(a) of the Internal Revenue Code as an organization described in section 501(c)(3). Because you are a newly created organization, we are not now making a final determination of your foundation status under section 509(a) of the Code. However, we have determined that you can reasonably expect to be a publicly supported organization described in sections 509(a)(1) and 170 (b) (1) (A) (vi) Accordingly, during an advance ruling period you will be treated as a publicly supported organization, and not as a private foundation. This advance ruling period begins and ends on the dates shown above. Within 90 days after the end of your advance ruling period, you must send us the information needed to determine whether you have met the require- ments of the applicable support test during the advance ruling period. If you establish that you have been a publicly supported organization, we will classi- fy you as a section 509(a) (1) or 509(a) (2) organization as long as you continue to meet the requirements of the applicable support test. If you do not meet the public support requirements during the advance ruling period, we will classify you as a private foundation for future periods. Also, if we classify you as a private foundation, we will treat you as a private foundation from your beginning date for purposes of section 507(d) and 4940. Grantors and contributors may rely on our determination that you are not a private foundation until 90 days after the end of your advance ruling period. If you send us the required information within the 90 days, grantors and contributors may continue to rely on the advance determination until we make Letter 1045 (DO/CG) -2- MUSEUM OF THE AMERICAN G. I., INC. a final determination of your foundation status. If we publish a notice in the Internal Revenue Bulletin stating that we will no longer treat you as a publicly supported organization, grantors and contributors may not rely on this determination after the date we publish the notice. In addition, if you lose your status as a publicly supported organi- zation, and a grantor or contributor was responsible for, or was aware of, the act or fail>>re to act, that resulted in your loss of such status, that person may not rely on this determination from the date of the act or failure to act. Also, if a grantor or contributor learned that we had given notice that you would be removed from classification as a publicly supported organization, then that person may not rely on this determination as of the date he or she acquired such knowledge. If you change your sources of support, your purposes, character, or method of operation, please let us know so we can consider the effect of the change on your exempt status and foundation status. If you amend your organizational document or bylaws, please send us a copy of the amended document or bylaws. Also, let us know all changes in your name or address. As of January 1, 1984, you are liable for social security taxes under the Federal Insurance Contributions Act on amounts of $100 or more you pay to each of your employees during a calendar year. You are not liable for the tax imposed under the Federal Unemployment Tax Act (FUTA). Organizations that are not private foundations are not subject to the pri- vate foundation excise taxes under Chapter 42 of the Internal Revenue Code. However, you are not automatically exempt from other federal excise taxes. If you have any questions about excise, employment, or other federal taxes, please let us know. Donors may deduct contributions to you as provided in section 170 of the Internal Revenue Code. Bequests, legacies, devises, transfers, or gifts to you or for your use are deductible for Federal estate and gift tax purposes if they meet the applicable provisions of sections 2055, 2106, and 2522 of the Code. Donors may deduct contributions to you only to the extent that their contributions are gifts, with no consideration received. Ticket purchases and similar payments in conjunction with fundraising events may not necessarily qualify as deductible contributions, depending on the circumstances. Revenue Ruling 67-246, published in Cumulative Bulletin 1967-2, on page 104, gives guidelines regarding when taxpayers may deduct payments for admission to, or other participation in, fundraising activities for charity. You are not required to file Form 990, Return of Organization Exempt From Income Tax, if your gross receipts each year are normally $25,000 or less. If you receive a Form 990 package in the mail, simply attach the label provided, check the box in the heading to indicate that your annual gross receipts are normally $25,000 or less, and sign the return. Because you will be treated as a public charity for return filing purposes during your entire advance ruling period, you should file Form 990 for each year in your advance ruling period -3- MUSEUM OF THE P2,1ERICAN G. I., INC. that you exceed the $25,000 filing threshold even if your sources of support do not satisfy the public support test specified in the heading of this letter. If a return is required, it must be filed by the 15th day of the fifth month after the end of your annual accounting period. A penalty of $20 a day is charged when a return is filed late, unless there is reasonable cause for the delay. However, the maximum penalty charged cannot exceed $10,000 or 5 percent of yV^ur gross receipts -For the year, .~.,hichever is less. For l V U 1 V 1 organizations with gross receipts exceeding $1,000,000 in any year, the penalty is $100 per day per return, unless there is reasonable cause for the delay. The maximum penalty for an organization with gross receipts exceeding $1,000,000 shall not exceed? $50,000. This penalty may also be charged if a return is not complete. So, please be sure your return is complete before you file it. You are not required to file federal income tax returns unless you are subject to the tax on unrelated business income under section 511 of the Code. If you are subject to this tax, you must file an income tax return on Form 990-T, Exempt Organization Business Income Tax Return. In this letter we are not determining whether any of your present or proposed activities are unre- lated trade or business as defined in section 513 of the Code. You are required to make your annual information return, Form 990 or Form 990-EZ, available for public inspection for three years after the later of the due date of the return or the date the return is filed. You are also required to make available for public inspection your exemption application, any supporting documents, and your exemption letter. Copies of these documents are also required to be provided to any individual upon written or it person request without charge other than reasonable fees for copying and postage. You may fulfill this requirement by placing these documents on the Internet. Penalties may be imposed for failure to comply with these requirements. Additional information is available in Publication 557, Tax-Exempt Status for Your Organization, or you may call our toll free number shown above. You need an employer identification number even if you have no employees. If an employer identification number was not entered on your application, we will assign a number to you and advise you of it. Please use that number on all returns you file and in all correspondence with the Internal Revenue Service. If we said in the heading of this letter that an addendum applies, the addendum enclosed is an integral part of this letter. Because this letter could help us resolve any questions about your exempt status and foundation status, you should keep it in your permanent records. -4- MUSEUM OF THE AMERICAN G. I., INC. If you have any questions, please contact the person whose name and telephone number are shown in the heading of this letter. Sincerely yours, Steven T. Miller Director, Exempt Organizations Enclosure(s): Form 872-C Asa r TEXAS COMPTROLLER OP PUBLIC Accou `ITS CAROV KEETON KYLAW)FR - COMPTROl.l.rR • AUSTIM. TFXAS 743774 October 7, 2002 CERTIFICATE OF ACCOUNT STATUS THE STATE OF TEXAS COUNTY OF TRAVIS I, Carole Keeton Rylander, Comptroller of Public Accounts of the State of Texas, DO HEREBY CERTIFY that according to the records of this office MUSEUM OF THE AMERICAN G I INC is exempt from payment of franchise tax and consequently is in good standing with this office. GIVEN UNDER MY HAND AND SEAL OF OFFICE in the City of Austin, this 7th day of October, 2002 A.D. CAROLE KEETON RYLANDER Comptroller of Public Accounts Taxpayer number: 32003164905 File number: 0161541001 Fora 05-303(Rev.5-9914) Sal-CH 4r ~tutc of Zcxas *cretarg of State CERTIFICATE OF INCORPGRATION OF MUSEUM OF THE AMERICAN Goias INC. CHARTEP NUMBER 01615410 THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS• HEREBY CEFTIFI:S THAT THE ATTACHED ARTICLES OF INCORPORATION FOR THE ABOVE NAMED CCRPOPATION HAV-7 BEFIT RFCEIVEO IN THIS OFFICE ANO ARE FOUND TO CUNFORP TO LAW. ACCUGDINGLY, THE UNDERSIGNED, AS SECRETARY OF STATED AND BY VIRTUE OF THE AUTHOkTTY VESTED IN THE SECRETAkY 9Y LAW9 HEREBY ISSUES THIS CckTIFICFTE OF INCORPCRATION. ISSUANCE JF THIS CERTIFICATE OF INCORPORATION DOES NOT AUTHORIZE THE USE OF A CORPORATE NAME IN THIS STATE Its VIOLATION OF THE RIGHTS OF ANOTHrk UNDER TI-E FEDERAL TKADEPARK ACT OF 19469 THE TEXAS TRADEMARK LAMS THE ASSUMED 8USINFSS OR PROFESSIONAL NAME ACT OR THE COMMON LAM. DATEO Fcb. 69 2001 EFFECTIVE FEB. 69 2001 'YS retary of State SOS - CN 4e "State of U-exas Secreturti of Mate F~69 9, 2001 MICHAEL MIOOLETCN 3000 BKIARCREST DR X420 BRYAN ,TX 77802 RE: MUS=UM CF THE AMERICAN G.I.9 INC. CHARTER NUMBER 01615410-01 IT HAS RL7N UUk PLEASURE TO APPRDVt AVG PLACE ON RECORD THE ARTICLES LF INCURPQRATION THAT CRtAT!-D YOUR CORPORATION. NE EXTEND OUR BEST WISHES FOR SUCCESS IN YOUR *,-EN VENTURE. AS A CORPORATIJh, YOU APE SUBJECT TO STATE TAX LAMS. SOME NON-PROFIT CORPORATIONS ARE EXEMPT FRO" THE PAYMFNT OF FRANCHISE TAXES AND MAY ALSO BE EXEMPT FROM THE PAYMENT OF SALES AND USE TAX ON THE PURCHASE OF TAXABLE ITFMS. IF YOU FEEL THAT UNDER THE LAW YOUR CORPORATION IS ENTITLEO TO BE EXEMPT YOU MUST APPLY TU THE COMPTROLLER OF PUBLIC AC- COUNTS FOR THE EXcMPTION. THE SECkFTAkY 9F STATE CANNOT MAKE SUCH UETFRPINATION FOR YCUR CORPORATION. IF WE CAN OF OF FUR?MEP. SERVICE AT ANY TI`1E• PLFASE LET US KNOW. ! VERY TRULY YOURS Y; Secretary of State