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Articles of IncorporationNICHOLS, JACKSON, DILLARD, HAGER & SMITH, L.L.E Robert E. Hager E-mail: rhager~njdhs~com Attorneys & Counselors at Law 1800 Lincoln Plaza 500 North Akard Dallas, Texas 75201 (214) 965-9900 Fax (214) 965-0010 E-mail NJDHS @NJDHS.com ROBERT L. DILLARD, JR. (1913-2000) H. LOUIS NICHOLS LAWRENCE W. JACKSON OF COUNSEL Mr. Jim Witt City Manager City of Coppell 255 Parkway Boulevard P. O. Box 9478 Coppell, Texas 75019 April 2, 2004 RE: Coppell Economic Development Foundation Dear Mr. Witt: Enclosed please find the filed paperwork from the Secretary of State's Office relative to the Coppell Economic Development Foundation. These are the originals. We have made a copy for our files. Thank you for your attention in this matter. If you have any questions, please feel free to contact us at your convenience. Very truly yours, NICHOLS, JACKSON, DILLARD, HAGER & SMITH, LLP By: Legal Assistant to ROBERT E. HAGER REH/cdb Encl. Corporations $,,~tion P.O.Box 13697 Austin, Texas 78711-3697 March 26, 2004 Office of the Secretary of State Packing Slip Attn: Robert E. Hager NICHOLS, JACKSON, DILLARD, HAGER & SMITH, L.L.P. 1800 Lincoln Plaza 500 North Akard Dallas, TX 75201 Geoffrey S. Connor Secretary of State Page 1 of I Batch Number: 5663744 Client ID: 58894135 Batch Date: 03-25-2004 Return Method: Fax and Mail 2149650010 Phone No: 2149659900 Document Number Document Detail Filing Number / Name Page Count Fee 56637440002 Articles of Incorporation 56637440002 Expedited Coppell Economic Development Foundation Coppell Economic Development Foundation 0 $25.00 0 $25.00 Total Document Fees $50.00 Payment Type Payment Status Payment Reference Amount Cheek Received 84014 Total Payments Received Total Amount Charged to Client Account Total Amount Credited to Client Account Note: This is not a bill. Please do not send any payments until the monthly statement is received. Any amount credited to Client Account may be refunded upon request. Refunds (if applicable) will be processed within 10 business days. Acknowledgement of Filing Document(s) (if present) is attached. User ID: DMOORE Come visit us on the Internet ~ http://www.sos, state, tx. us/ (512) 463-5555 FAX (512) 463-5709 $50.00 $50.00 $0.00 $0.00 TTY 7-1-1 Corporations Section P.O.Box 13697 Austin, Te,xas 78711-3697 Office of the Secretary of State Geoffrey S. Connor Secretary of State March 26, 2004 Attn: Robert E. Hager NICHOLS, JACKSON, DILLARD, HAGER & SMITH, L.L.P. 1800 Lincoln Plaza, 500 North Akard Dallas, TX 75201 USA RE: Coppell Economic Development Foundation File Number: 800321386 It has been our pleasure to file the articles of incorporation and issue the enclosed certificate of incorporation evidencing the existence of the newly created corporation. Corporations organized under the Texas Non-Profit Corporation Act do not automatically qualify for an exemption from federal and state taxes. Shortly, the Comptroller of Public Accounts will be contacting the corporation at its registered office for information that will assist the Comptroller in setting up the franchise tax account for the corporation. If you need to contact the Comptroller about franchise taxes or exemption therefrom, yo.u may contact the agency by calling (800) 252-1381, by e- mail to tax.help~cpa.state.tx.us or by writing P. O. Box 13528, Austin, TX 78711-3528. Telephone questions regarding other business taxes, including sales taxes, should be directed to (800) 252-5555. Information on exemption from federal taxes is available from the Internal Revenue Service. Non-profit corporations do not file annual reports with the Secretary of State, but do file a report not more often than once every four years as requested by the Secretary. It is important for the corporation to continuously maintain a registered agent and office in Texas as this is the address to which the Secretary of State will send a request to file a periodic report. Failure to maintain a registered agent or office in Texas, failure to file a change to the agent or office information, or failure to file a report when requested may result in involuntary dissolution of the corporation. Additionally, a non-profit corporation will file documents with the Secretary of State if the corporation needs to amend one of the provisions in its articles of incorporation. If we can be of further service at any time, please let us know. Sincerely, Corporations Section Statutory Filings Division (512)463-5555 Enclosure PHONE(512) 463-5555 Prepared by: Delores Moore Come visit us on the internet at http://www.sos.state.tx.us/ FAX(512) 463-5709 TTY7-1-1 Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 Office of the Secretary of State Geoffrey S. Connor Secretary of State CERTIFICATE OF INCORPORATION OF Coppell Economic Development Foundation Filing Number: 800321386 The undersigned, as Secretary of State of Texas, hereby certifies that Articles of Incorporation for the above named corporation have been received in this office and have been 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 name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law. Dated: 03/25/2004 Effective: 03/25/2004 Geoffrey S. Connor Secretary of State PHONE(512) 463-5555 Prepared by: Delores Moore Come visit us on the intemet at http://www, sos.state.tx.us/ FAX(512) 463-5709 TTY7-1-1 FILED In the Office of the Secretary of State of Texas ARTICLES OF INCORPORATION IlAR 2 5 200 OF COPPELL ECONOMIC DEVELOPMENT FOUNDATIONCOr0Orati0r~$ We, the undersigned natural persons over the age of eighteen (18) years, acting as incorporators, adopt the following Articles of Incorporation of the Coppell Economic Development Foundation: ARTICLE I The name of the Corporation is the Coppell Economic Development Foundation. ARTICLE II NONPROFIT CORPORATION The Corporation is a nonprofit corporation and shall be organized and operated exclusively for purposes of helping to promote economic development and business oppommities within the City of Coppell. When it dissolves, all of its assets will be distributed to Coppell Recreational Development Corporation or an organization exempt from income taxes under the Internal Revenue Code, § 501(c)(3) for one or more purposes. ARTICLE III DURATION The period of the Corporation's duration is perpetual. ARTICLE IV PURPOSES The purpose of the Corporation is to include: (i) assistance to the City of Coppell, Texas, to promote and encourage economic development in the City of Coppell, Texas; (ii) acceptance of gifts, bequests and donations of real property in furtherance of the Corporation's purposes. In furtherance of its purposes and not by way of limitation, the Corporation shall have the power to: 1. Take, accept, hold, manage, and acquire by bequest, devise, gift or purchase donations of monies and any property, real, personal or mixed, whether tangible or intangible; 2. Transfer and convey, whether by grant, gift, donation, or sale, any such funds or property to or for the benefit of the City of Coppell, Texas; 3. Do any and all acts and things, and to exercise any and all powers conferred upon corporations formed under the Texas Nonprofit Corporation Act, provided such powers, acts and things are not inconsistent with or prohibited by the purpose of the 63308 Corporation, these Articles of Incorporation, the Bylaws of the Corporation, the Home Rule Charter of the City of Coppell or any law. 4. Act as independent foundation for the City of Coppell, Texas for the purpose of providing economic development grants and otherwise support the public purpose of positive and long term economic development with the City of Coppell in accordance with State law. ARTICLE V POWERS Except as these Articles otherwise provide, the Corporation has all the powers provided in the Texas Nonprofit Corporation Act. Moreover, the Corporation has all implied powers necessary and property carry out its express powers. The Corporation may not compensate directors or officers for services rendered to or for other corporations in furtherance of one or more of its purposes. ARTICLE VI PRIVATE FOUNDATION If the Corporation shall be or shall be deemed to be a private foundation within the meaning of Section 509(a) of the Intemal Revenue Code of 1954, as amended: 1. The Corporation shall distribute its income for each tax year at such time and 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; 2. 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; 3. The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1954, as amended; 4. The Corporation shall not make any investments in such matter as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal Tax Law; 5. The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal Tax Law. 63308 ARTICLE VII RESTRICTIONS AND REQUIREMENTS The Corporation may not pay dividend or other corporate income to its directors, or officers, or otherwise accrue distributable profits or permit the realization of private gain. The Corporation may not take action prohibited by the Texas Nonprofit Corporation Act. Corporation may not take any action that would be inconsistent with the requirements for a tax exemption under Intemal Revenue Code § 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 the Internal Revenue Code § 170(c)(2) and related regulations, rulings and procedures. Regardless of any other provisions 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 in related regulations, rulings and procedures, except to an insubstantial degree. Serve a private interest other than one clearly incidental to an over writing 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, rains, 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 or 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 than for one or more exempt purposes. On dissolution, the Corporation's assets will be distributed to the State govemment for public purpose, or to an organization exempt from taxes under the Internal Revenue Code § 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 any unrelated trade or business, except as a secondary purpose related to the Corporation's primary, exempt purposes. 3 63308 ARTICLE VIII MEMBERSHIP The Corporation shall have no members. ARTICLE IX INITIAL REGISTERED OFFICE AND AGENT The street ad&ess of the Corporation's initial registered office is Coppell Economic Development Foundation, 500 N. Akard, 1800 Lincoln Plaza, Dallas, Texas 75201. The name of the initial registered agent of this office is Robert E. Hager. ARTICLE X MANAGING BODY OF CORPORATION The management of the Corporation is vested in a board of three (3) directors. The Bylaws will provide the duties and other matters relating to the board of directors. The initial board of directors shall consist of the following persons at the following ad&ess: NAME 1. Jim Witt 2. Clay Phillips 3. Robert E. Hager ADDRESS 255 Parkway Boulevard, Coppell, TX 75019 255 Parkway Boulevard, Coppell, TX 75019 500 N. Akard, Ste. 1800, Dallas, TX 75201 The Board of Directors shall have the power to alter, amend or repeal the Bylaws of the Corporation and the power to amend or restate the Articles of Incorporation of the Corporation. ARTICLE XI LIMITATION ON LIABILITY OF DIRECTORS A director is not liable to the Corporation for monetary damages for an act or omission in the director's capacity as director except as otherwise provided by Texas statute. 4 63308 ARTICLE XII 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 director or other person related to the Corporation as provided by the provisions of the Texas Non-Profit Corporation Act governing indemnification. As the Bylaws provide, the board may define the requirements and limitations for the Corporation to indemnify directors, officers, and others related to the Corporation. ARTICLE XIII CONSTRUCTION All references in these Articles to statutes, regulations or other sources of legal authority referred to authority sited, or their successors as they may be amended from time to time. ARTICLE XIV INCORPORATOR The name and street address of the incorporator is: NAME ADDRESS Robert E. Hager 1800 Lincoln Plaza, 500 N. Akard, Dallas, Texas 75201 ARTICLE XV ACTION BY WRITTEN CONSENT Action may be taken by use of signed written consents by the number of members, directors, or committee members whose vote would be necessary at a meeting and which all such person 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 the 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, returned receipt requested. Delivery may be made to the Corporation's registered office, registered agent, principle place of business, transfer agent, registrar, exchange agent, and an officer or agent having custody of books in which the relevant proceedings are recorded. If delivery is made to the Corporation's principle place of business, the consent must be addressed to the President or Principle Executive Officer. 5 63308 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 follows. 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. We execute these Articles of Incorporation~~04. ,~ Robert E. Hagen/ 6 63308