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Articles of Incorporation CEDC ARTICLES OF INCORPORATION OF COPPELL EDUCATION DEVELOPMENT CORPORATION We, the undersigned natural persons over the age of eighteen (18) and qualified electors of the City of Coppell, Texas acting as incorporators, adopt the following Articles of Incorporation of the Coppell Education Development Corporation. ARTICLE I NAME The name of the corporation is Coppell Education Development Corporation. ARTICLE II STATUS The Corporation is a nonprofit corporation. The Corporation is a non-stock corporation and has no members. ARTICLE ill DURATION The period of its duration is perpetual. ARTICLE IV PURPOSES 4.01 The purpose or purposes for which the Corporation is organized for the purpose of financing programs to publicly funded institutions through the Coppell Education Development Corporation for the promotion of literacy, foreign language and career technology for a skilled workforce, as authorized by Section 379 A of the TEXAS LOCAL GoVERNMENT CODE, as amended. 41794 - 1 - 4.02 All grants awarded to any publicly funded institution in the execution of the purposes provided herein, shall be on a just and equitable basis in accordance with an adopted policy by the Board of Directors, in its Bylaws, approved in accordance with S 379 A of the TEXAS LOCAL GoVERNMENT CODE. 4.03 In no event shall any grant be made to acquire, construct, purchase, maintain, improve or own any real property buildings, structures, improvements or equipment. ARTICLE V REGISTERED OFFICE/AGENT The street address of the initial registered office of the Corporation is c/o City Manager, 255 Parkway Boulevard, Coppell, Texas 75019, and the name of its initial registered agent at such address is Jim Witt. ARTICLE VI DIRECTORS The number of directors constituting the initial Board of Directors is seven, and the names, addresses and initial terms of office of the persons who are to serve as the initial directors in accordance with these Articles are as follows: NAME ADDRESS TERM Quay Bratton 644 Quail Lane, Coppell, Texas 75019 1 year Tiffany L. Pittman 1310 Bradford Drive, Coppell, Texas 75019 1 year Ann Golding 837 Castle Creed Drive, Coppell, Texas 75019 1 year Jerry Coker 131 Tennyson Place, Coppell, Texas 75019 2 years David Hermanski, II 730 Armstrong Blvd., Coppell, Texas 75019 2 years Betty Carter 787 Pelican, Coppell, Texas 75019 2 years 41794 - 2 - Peggy Quinn 305 Beechwood Lane, Coppell, Texas 75019 2 years Directors are appointed to serve two (2) year staggered terms at the pleasure of the City Council of the City of Coppell. The initial Directors shall be appointed in accordance with above schedule, thereafter all appointment shall be in accordance with these Articles. A Director may be removed by the City Council of the City of Coppell at any time without cause. Directors shall serve without compensation except that they shall be entitled to reimbursement for expenses incurred in the performance of their duties as Directors. ARTICLE VII INCORPORATORS The name and street address of the incorporators are Robert E. Hager, 255 Parkway Boulevard, Coppell, Texas 75019; Jim Witt, 255 Parkway Boulevard, Coppell, Texas 75019; and Clay Phillips, 255 Parkway Boulevard, Coppell, Texas 75019. ARTICLE vm AUTHORIZATION The City Council of the City of Coppell, Texas, has specifically authorized the formation of the Coppell Education Development Corporation, a nonprofit corporation, by Resolution approving the form of these Articles of Incorporation. 41794 - 3 - ARTICLE IX ELIGffiILITY Directors must be residents of the City of Coppell, Texas for a minimum of one (1) year. Directors may not have a personal interest in a contract executed by the corporation. Directors may not be an employee, officer or member of the governing body of the City of Coppell, Texas, or any affected independent school district. ARTICLE X AMENDMENTS These Articles of Incorporation may at any time, and from time to time, be amended by the following: a. the Board of Directors shall file with the City Council of the City ofCoppell, Texas, a written application requesting approval of the amendments to the Articles of Incorporation, specifYing in such application, the proposed amendments. City Council shall consider such application and, if deemed appropriate shall approve the form of the proposed amendments. The Board of Directors of the Corporation may then amend the Articles of Incorporation by adopting such amendment at a meeting of the Board of Directors and delivering the Amended or restated Articles ofIncorporation to the Secretary of State, or b. the City Council of the City of Coppell, Texas may, at its sole discretion, amend these Articles of Incorporation, by the adoption of a resolution approving amended or restated Articles of Incorporation. ARTICLE XI DISSOLUTION That the corporation may dissolve in accordance the Texas Nonprofit Corporation Act and after the disbursement of all remaining funds in accordance with said Act and as provided in these Articles. All funds, if any, not otherwise dispersed in accordance with these Articles, upon or after dissolution shall be disposed of in accordance with purposes of this Corporation to the appropriate and authorized publicly funded institutions for primary, secondary, or higher education. 41794 - 4 - 5124752781 10-12-01; 8:33AM;SECRETARY OF STATE - -- -- ;5124752781 # 10/ 11 - 5 - TT, INCORPORATOR 41794 5124752781 10-12-01; 8:33AM;SECRETARY OF STATE -- STATE OF TEXAS COUNTY OF DALLAS ;5124752781 # 11/ 11 Before me, a Notary Public, on this day personally appeared Robert E. Hager, Jim Witt, and Clay Phillips, known to me to be the persons whose names are subscribed to the foregoing docwnent and being by me first duly sworn, declared that the statements therein contained are true and correct. 0 Given under my hand and seal of office this ~ ~y Of~ .2001. ~ I:3tLlL otary ~lic, State of Texas My Commission Expires: -- fo-II-O+. ",.......,." ,,'''''\'09 y ~~""" fIfo...... \,: .......~ ~.... ~ .........~v PII ~ .... . ~," 49~ ~ S .......0 *v_. ~ - ..... ". . .. = : . : =*: 1-.- : . oft _.:t - . -,.. ~. \ .....,I'f' Of ,t.iI I " ...~"....,!. , II! ..........., ~'#. 8. 11 .200 ",... 'lI"',....~".. -6- 41794