ARTICLES OF INCORPORATION
INTERNATIONAL CONVOCATION OF UNITARIAN UNIVERSALIST WOMEN
The undersigned natural person over the age of eighteen (18) years, acting as incorporator, adopts the following Articles for the formation of the INTERNATIONAL CONVOCATION OF UNITARIAN UNIVERSALIST WOMEN (referred to as the “Corporation” and/or as “ICUUW”) under the Texas Business Organizations Code (referred to as the “BOC”):
ARTICLE 1 – NAME
The name of the Corporation is INTERNATIONAL CONVOCATION OF UNITARIAN UNIVERSALIST WOMEN.
ARTICLE 2 – NON-PROFIT CORPORATION
The Corporation is a non-profit corporation. In accordance with sec. 22.304 of the BOC, after all liabilities and obligations of the corporation in the process of winding up are paid, satisfied, and discharged in accordance with chapter 11 of the BOC, the property of the corporation shall be applied and distributed as follows:
- Property held by the corporation on a condition requiring return, transfer, or conveyance because of the winding up or termination shall be returned, transferred, or conveyed in accordance with that requirement; and
- The remaining property shall be distributed only for tax-exempt purposes to one or more organizations that are exempt under sec. 501(c)(3), or described by sec. 170(c)(1) or (2) of the Internal Revenue.
ARTICLE 3 – DURATION
The Corporation shall continue in perpetuity until dissolved as provided by law.
ARTICLE 4 – PURPOSES
The Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE 5 – POWERS
Except as otherwise provided in these Articles, the Corporation shall have all of the powers provided in the BOC. Moreover, the Corporation shall have all implied powers necessary and proper to carry out its express powers. The Corporation may pay reasonable compensation to members, directors, or officers for services rendered to or for the Corporation in furtherance of one or more of its purposes set forth above.
ARTICLE 6 – RESTRICTIONS AND REQUIREMENTS
The Corporation shall 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 shall have no power to take any action prohibited by the BOC. 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.
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 sec. 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 sec. 170(c)(2) and related regulations, rulings, and procedures. Regardless of any other provision in this Certificate of Formation or state law, the Corporation shall have no power to:
1. Engage in activities or use its assets in manners that are not furtherance of one or more exempts purposes, as set forth above 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 that is 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 the publishing or distributing of statements and any other direct or indirect campaign activities.
5. Have objectives that characterize 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 than for one or more exempt purposes; on dissolution, the Corporation’s assets shall 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 net earnings of the Corporation 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 shall have members as provided in the bylaws of the Corporation.
ARTICLE 8 – INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the Corporation is 5202 Crawford St Unit 19, Houston TX 77004. The name of the initial registered agent at this office is Laura Nagel.
ARTICLE 9 – BOARD OF DIRECTORS
The qualifications, manner of selection, duties, terms and other matters relating to the Board of Directors (referred to as the “Board of Directors” or as the “Board”) shall be provided in the bylaws. The initial Board of Directors shall consist of five (5) persons. The number of directors may be increased or decreased by adoption or amendment of bylaws. In electing directors, members shall not be permitted to 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. The initial Board of Directors shall consist of the following persons at the following addresses:
MEMBERS OF THE INITIAL
BOARD OF DIRECTORS STREET ADDRESS
Barbara Beach 8230 Leesburg Pike
Vienna, VA 22182
Cathy Cordes Post Office Box 88
Bedford, MA 01730-0088
Dr. Chris Nielsen 1588 Keswick Place
Annapolis, MD 21401
Rev. Carol Huston 468 Rosedale Ave.
White Plains, NY 10605-5419
Arlene Johnson 406 South Boulder, Suite 454
Tulsa, OK 74103
Laura Nagel 5202 Crawford, #19
Houston, Texas 77004
ARTICLE 10 – LIMITATION OF LIABILITY OF DIRECTORS
A Board Member shall not be liable to the Corporation or to members for monetary damages for an act or omission performed or committed in the Board Member’s capacity as a Board Member, except to the extent otherwise provided by a statute of the State of Texas.
ARTICLE 11 – INDEMNIFICATION
The Corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was a Board Member or other person related to the Corporation (as provided by, or, regardless of) the provisions in the BOC governing indemnification. As provided in the bylaws, the Board of Directors shall have the power to define the requirements and limitations for the Corporation to indemnify past or present Board Members, officers, members, or others related to the Corporation.
ARTICLE 12 – CONSTRUCTION
All references in this Certificate of Formation to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.
ARTICLE 13 – ORGANIZER
The name and street address of the incorporator is:
NAME OF INCORPORATOR MAILING ADDRESS
William Thomas Atkerson P.O. Box 16697
Sugar Land, Texas 77496
ARTICLE 14 – EFFECTIVENESS OF FILING
This document becomes effective when filed with the Secretary of State.
ARTICLE 15 – EXECUTION
The undersigned signs this Certificate of Formation subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument.
Executed on November 6, 2009.