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Articles of Incorporation
I, the undersigned natural person of the age of twenty-one years or more, being a citizen of the State of Texas, acting as incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:
ARTICLE I
The name of the corporation is PANHANDLE HUMAN RESOURCES.
ARTICLE 2 NONPROFIT CORPORATION
The Corporation is a nonprofit corporation. When it dissolves, all of its assets will be distributed to the State of Texas or an organization exempt from taxes under Internal Revenue Code Section 501(c)(6) for one or more purposes exempt under the Texas franchise tax.
ARTICLE 3 DURATION
The period of the corporation’s duration is perpetual.
ARTICLE 4 PURPOSES
The purposes for organizing the Corporation is to perform charitable activities within the meaning of Internal Revenue Code Section 501(c)(6) and Texas Tax Code Section 11.18(c). Specifically, the Corporation is organized to improve the quality of human resource management, advance conditions in that area of business and profession, provide a forum for exchange of information on subjects of mutual concern to those in the human resources field, and improve the competence of human resource managers and administrators through appropriate programs, educational activities, and projects.
ARTICLE 5 POWERS
Except as these Articles otherwise provide, the Corporation has all the powers provided in the Texas Non-Profit Corporation Act. Moreover, the Corporation has 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 one or more of its purposes.
ARTICLE 6 RESTRICTIONS AND REQUIREMENTS
The Corporation may not pay dividends 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 any action prohibited by the Texas Non-Profit Corporation Act.
The Corporation may not take any action that would be inconsistent with the requirements for a tax exemption under Internal Revenue Code Section 501(c)(6) 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 Internal Revenue Code Section 170(c)(2) and related regulations, rulings, and procedures. Regardless of any other provision in these Articles of Incorporation or state law, the Corporation may not:
- 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 and related regulations, rulings, and procedures, except to an insubstantial degree.
- Serve a private interest other than one clearly incidental to the line of business.
- 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.
- 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 and any other direct or indirect campaign activities.
- Have objectives characterizing it as an “action organization” as defined by the Internal Revenue Code and related regulations, rulings, and procedures.
- 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 government for a public purpose, or to an organization exempt from taxes under Internal Revenue Code Section 501(c)(6) to be used to accomplish the general purposes for which the Corporation was organized.
- 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.
- 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 will have one or more classes of members as provided in the bylaws.
ARTICLE 8 INITIAL REGISTERED OFFICE AND AGENT
The street address of the Corporation’s initial registered office is 905 S. Fillmore, Suite 400, Amarillo, Texas 79101. The name of the initial registered agent at this office is Adair Buckner.
ARTICLE 9 MANAGING BODY OF CORPORATION
The management of the corporation is vested in its Board of Directors and such committees of the board that the board may, from time-to-time, establish. The bylaws will provide the qualifications, manner of selection, duties, terms, and other matters relating to the Board of Directors.
The initial Board will consist of six persons. The initial Board will consist of the following persons at the following addresses:
|
Name |
Address |
| Teresa Clemons |
P.O. Box 1682, Amarillo, Texas 79105 |
| Dianne Vincent |
P.O. Box 9480, Amarillo, Texas 79105 |
| Lynn Thornton |
P.O. Box 447, Amarillo, Texas 79178 |
| Adair M. Buckner |
905 S. Fillmore, Suite 400, Canyon, Texas 79101 |
| Kimber Bruns |
1915 Coulter, Amarillo, Texas 79106 |
| Renee McNeely |
1800 S. Washington, Suite 101, Amarillo, Texas 79102 |
The number of directors may be increased or decreased by amending bylaws. The number of directors may not be decreased to fewer than three.
ARTICLE 10 LIMITATION ON LIABILITY OF DIRECTORS
A director is not liable to the Corporation or members for monetary damages for an act or omission in the director’s capacity as director except as otherwise provided by a Texas statute.
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 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, or others related to the Corporation.
ARTICLE 12 CONSTRUCTION
All references in these Articles 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 13 INCORPORATORS
The name and street address of incorporator is: Adair Buckner, 905 S. Fillmore, Suite 400, Amarillo, Texas 79101.
ARTICLE 14 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 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 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 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 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.
I execute these Articles of Incorporation on June 18, 2004.
The management of the corporation is vested in its Board of Directors and such committees of the board that the board may, from time-to-time, establish. The bylaws will provide the qualifications, manner of selection, duties, terms, and other matters relating to the Board of Directors.
Adair Buckner
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