Articles of Incorporation ARTICLES OF INCORPORATION
PURSUANT TO ARTICLE 3.02
TEXAS NON-PROFIT CORPORATION ACT
Article 1 - Corporate Name
The corporation formed is a non-profit corporation. The name of the corporation is Coppell
Public Library Foundation, Inc. (the "Corporation").
Article 2 -Registered Agent and Registered Office
The initial registered agent is an individual resident of the state whose name is Thomas E.
Trahan. The business address of the registered agent and the registered office address is 5850
Town&Country Blvd. #603,Frisco, Texas 75034.
Article 3 -Management
Management of the affairs of the Corporation is to be vested in its board of directors. The
number of initial directors shall be three(3). The number of directors shall be set by the bylaws
of the Corporation as may be amended from time to time,provided that the number of directors
may never be less than three. The names and addresses of the persons who are to serve as
directors until the first annual meeting or until their successors are elected and qualified are:
Thomas E. Trahan 610 Claremont Ct., Coppell, Texas 75019
Kathleen Metz Edwards P.O. Box 9478, Coppell, Texas 75019
Melissa Hall P.O. Box 9478, Coppell, Texas 75019
Article 4 - Organizational Structure
The Corporation will not have members.
Article 5 -Duration
The period of duration is perpetual.
Article 6- Purpose
The Corporation is organized for charitable,religious, scientific, literary, or educational purposes
within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (the "Code"). In
particular the Corporation shall enhance the growth and visibility of the Coppell Public Library
through the acquisition of charitable funding programs, grants and projects that will allow the
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Library to flourish in meeting all of its goals for the community of Coppell.
Article 7-Restrictions
Notwithstanding the foregoing or anything to the contrary herein,the Corporation may not:
A. Engage in any activity or take any action prohibited by the Texas Non-Profit
Corporation Act.
B. Pay any dividend or distribute any part of the income of the Corporation to its
members, if any, directors, if any, or officers. However, the Corporation may pay compensation
in a reasonable amount to its members, directors, or officers for services rendered,may confer
benefits upon its members in conformity with its purposes,provided such compensation and
benefits are reasonable.
C. Make loans to the Corporation's directors.
D. Engage in any activities, except to an insubstantial degree,that are not in furtherance
of the purpose or purposes of the Corporation.
E. Conduct or carry on any activities not permitted to be conducted or carried on by an
organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and its
regulations, or by an organization, contributions to which are deductible under Section 170(c)(2)
of the Internal Revenue Code and regulations.
F. Serve any private interest except if clearly incidental to the public benefit provided by
the Corporation.
G. Allow any of the Corporation's net earning to inure to the benefit of the members, if
any of the Corporation, or any private individual.
H. Engage in more than an insubstantial degree in the carrying on of propaganda, or
otherwise attempting, to influence legislation, and the Corporation shall not directly or indirectly
participate in, or intervene in(including the publication or distribution of statements) any
political campaign on behalf of any candidate for public office, except as allowed by Internal
Revenue Code and its regulations.
I. Allow upon dissolution of the Corporation or the winding up of its affairs,the assets of
the Corporation to be distributed to anyone other than an organization which would then qualify
as a tax exempt organization under Section 501(c)(3) of the Internal Revenue Code for use in
furtherance of the purpose or purposes for which the Corporation was organized or to the State of
Texas for public purposes.
J. Make distributions at such time and in such manner as to subject it to tax under
Section 4942 of the Internal Revenue Code of 1986 (the "Code").
K. Engage in any act of self-dealing which would be subject to tax under Section 4941 of
the Code.
L. Retain any excess business holdings which would subject it to tax under Section 4943
of the Code.
M. Make any investments which would subject it to tax under Section 4944 of the Code.
N. Make any taxable expenditures which would subject it to tax under Section 4945 of
the Code.
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Article 8-Action Without a Meeting by Members,Directors or Committees
Any action required by the Texas Non-Profit Corporation Act to be taken at a meeting of the
members or directors of the Corporation or any action that may be taken at a meeting of the
members or directors or of any committee may be taken without a meeting if a consent in
writing, setting forth the action to be taken, is signed by a sufficient number of members,
directors, or committee members as would be necessary to take that action at a meeting at which
all of the members, directors, or members of the committee were present and voted.
Article 9-Indemnification
The Corporation shall indemnify and advance expenses to the full extent permitted by Article
1396-2.22A of the Texas Non-Profit Corporation Act and other applicable law,present and
former directors, officers, employees, and agents of the Corporation and persons serving or
formerly serving at the request of the Corporation as directors, officers,partners, venturers,
proprietors, trustees, employees, agents or similar functionaries of another foreign or domestic
corporation, employee benefit plan, other enterprise or entity against judgments,penalties
(including excise and similar taxes), fines, settlements and reasonable expenses actually incurred
by the person in any threatened,pending or completed action, suit or proceeding,whether civil,
criminal, administrative, arbitrative or investigative, any appeal in such action, suit or proceeding
and any inquiry or investigation that could lead to such an action suit or proceeding,because the
person is or was acting in one of the capacities set forth above.
Incorporator
The name and address of the incorporator is:
Thomas E. Trahan 5850 Town& Country Blvd. #603, Frisco,
Texas 75034
The undersigned incorporator signs these articles of incorporation subject to the penalty imposed
by Article 10.02, Texas Business Corporation Act, for the submission of a false or fraudulent
document.
Thomas E. Trahan
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