A R T I C L E S O F I
N C O R P O R A T I O N
I, the undersigned natural person, being over the age of 18 and acting
as incorporator for a corporation to be formed under the Texas Non-Profit
Corporation Act (the "Act"), do hereby adopt the following
Articles of Incorporation for such corporation (the "Corporation"):
ARTICLE I - NAME
The name of the corporation
is HER DOMAIN OF AUSTIN, INC.
ARTICLE II - NONPROFIT
CORPORATION
The Corporation is a non-profit
corporation as defined under the laws of the State of Texas.
ARTICLE III - DURATION
The duration of the Corporation
shall be perpetual, unless dissolved according to law and in accordance
with these Articles of Incorporation.
ARTICLE IV - PURPOSES
The Corporation is organized
and will be operated exclusively for religious, charitable, scientific,
literary and educational purposes within the meaning of section 501(c)(3)
of the Code. Without limiting the foregoing, and in accomplishment of
such purposes, the Corporation shall (i) provide education and training
to women trying to return to the workforce, (ii) provide seminars and
mentor based programs focusing on women in high tech industries, (iii)
provide support for members searching for jobs through interview training,
recruiting seminars, resume workshops and other similar events, (iv)
provide low cost computer classes and instruction to support necessary
skills for employment for high tech industries, (v) partner and cooperate
with other women's organizations to reach more women in need of training,
and (vi) perform such other functions as may be necessary or appropriate
to fulfill the purposes of the Corporation. The broadest discretion
is vested in and conferred upon the board of directors for the accomplishment
of these purposes, provided, however, that no contributions shall be
made or distributed to or from any person, firm, corporation or other
entity that shall apply, directly or indirectly, such contributed funds
for any purpose or purposes in violation of the statutes of the United
States or the State of Texas.
ARTICLE V - POWERS
Except as otherwise provided
by these Articles of Incorporation, the Corporation has any and all
powers afforded nonprofit corporations under the Act. Moreover, the
Corporation has any and all implied powers necessary and proper to carry
out its express powers. The Corporation may reasonably compensate directors
or officers for services rendered to or for the Corporation in furtherance
of its purpose.
ARTICLE VI - MEMBERSHIP
The Corporation may have
members within the meaning of the Act.
ARTICLE VII - INITIAL
REGISTERED OFFICE AND AGENT
The street address of the
Corporation's initial registered office is 3403A Elija Street, Austin,
Texas 78745, and the name of the initial registered agent at such address
is Donna Kidwell.
ARTICLE VIII - MANAGING BODY OF CORPORATION
The management of the Corporation
is vested in its Board of Directors (the "Board") and such
committees of the Board that the Board may, from time to time, establish.
The bylaws of the Corporation will set forth the qualifications, manner
of selection, duties and terms of the Board, and any other matters relating
to the Board of Directors.
The initial Board will consist
of the following persons at the following addresses:
Donna Kidwell
(address withheld)
Minnie Rangel
(address withheld)
Traci Rachal
(address withheld)
The number of directors
may be increased or decreased by adopting or amending the Corporation's
bylaws, provided that the number of directors may not be decreased to
fewer than three (3).
ARTICLE IX - LIMITATION
ON LIABILITY OF DIRECTORS
Except as otherwise provided
by a Texas statute a director is not liable to the Corporation for monetary
damages for any act or omission by the director in the director's capacity
as director.
ARTICLE X - INDEMNIFICATION
To the extent permitted
by the Act, the Corporation may indemnify any person who was, is, or
is threatened to be made a named defendant or respondent in litigation
or other proceedings because of the person's relationship with the Corporation.
As set forth in the bylaws
of the Corporation, the Board may define the requirements and limitations
of the indemnification of directors, officers or others related to the
Corporation by the Corporation.
ARTICLE XI
Regardless of any other
provision of these Articles of Incorporation or the laws of the State
of Texas, the Corporation shall not:
(1) permit any part of the
net earnings of the Corporation to inure to the benefit of any private
individual (except that reasonable compensation may be paid for personal
services rendered to or for the Corporation affecting one or more of
its purposes);
(2) devote more than an
insubstantial part of its activities to attempting to influence legislation
by propaganda or otherwise; and
(3) participate in, or intervene
in (including the publication or distribution of statements) any political
campaign on behalf of any candidate for public office.
ARTICLE XII
Upon the dissolution of the
Corporation, the Corporation shall pay or make provision for payment
of its liabilities, and any assets remaining after such payment or provision
for payment shall be distributed only for tax exempt purposes to one
or more organizations which are exempt under Section 501(c)(3) of the
Code, or its successor statute, or which are described in Section 170(c)(1)
or (2) of the Code, or its successor statue, pursuant to a plan of distribution
adopted in accordance with the Act.
ARTICLE XIII - ACTION
BY WRITTEN CONSENT
Action may be taken by use
of signed written consents by the number of 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 of the 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 sixty (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 an
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.
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.
A telegram, telex, cablegram,
or similar transmission by a director, or committee member, or photographic,
facsimile, or similar reproduction of a signed writing is to be regarded
as being signed by the director, or committee member.
ARTICLE XIV
As used in these Articles
of Incorporation, the term "Code" refers to the Internal Revenue
Code of 1986, as amended, and future corresponding revenue laws of the
United States. Any references 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 XV - INCORPORATORS
The name and street address
of the incorporator is:
Dathan C. Voelter
Vinson & Elkins L.L.P.
600 Congress Avenue, Suite 2700
Austin, Texas 78701?3200
I, the undersigned, hereby execute these Articles of Incorporation on
the date signed below.
SIGNED on the ______ day
of December, 2000.
________________________________________
DATHAN C. VOELTER
VERIFICATION
THE STATE OF TEXAS §
COUNTY OF TRAVIS §
I, ______________________________,
a notary public, do hereby certify that on this ______ day of December,
2000, personally appeared before me Dathan C. Voelter, who being by
me first duly sworn, declared that he is the person who signed the foregoing
document as the incorporator and that the statements herein contained
are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year above written.
______________________________
Notary Public in and for the State of Texas
My Commission expires:
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