I, the undersigned natural person of the age of more than eighteen (18) years who is a citizen of the State of Texas, acting as incorporator of a corporation under the Texas Non-Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:
Article I
The name of the corporation is St. George Place Civic Association, Inc., hereafter called the “Association.”
Article II
The corporation is a non-profit corporation.
Article III
The period of its duration is perpetual.
Article IV
The purposes for which the Association is organized are to promote the civic and social welfare and well-being of those certain residents and property owners living within or near those areas of Houston, Texas, known as St. George Place or Lamar Terrace Subdivision and all its sections, an addition and subdivision situated in Harris County, Texas, bounded on the north by Westheimer Road and West Alabama Avenue, on the south by Richmond Avenue, on the east by Rice Boulevard, and on the west by Chimney Rock Road, to promote and engage in activities for their use and benefit, and to engage in such additional activities that would contribute to the general betterment of the quality of residential life for all citizens of the city of Houston.
The general purpose and power of the Association are to have and exercise all rights and powers conferred on non-profit corporations under the Texas Non-Profit Corporation Act and other laws of Texas, or those powers which may hereinafter be conferred.
In addition to the purposes for which this Association is incorporated, the Association is further limited to such purposes as fully set out in Article 1396-2.01 of Vernon’s Annotated Civil Statutes.
Notwithstanding any of the above statements of purposes and powers, this Association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of this Association.
Article V
The Association shall be a membership corporation. The provisions for membership are set forth in the by-laws.
Except for the Initial Board of Directors whose names are set forth in these Articles of Incorporation, the Board of Directors shall be elected or appointed, as provided in the by-laws.
Provision for the regulation of the internal affairs of the Association, except as provided in these Articles, shall be determined and fixed by the by-laws.
Article VI
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purposes set forth in Article IV above. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code, or corresponding section of any future federal tax code.
Article VII
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(4) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government, for such purpose. Any such assets not so disposed of shall be disposed of by the County Court of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
Article VIII
The street address of the initial registered office of the Association is 7324 Southwest Freeway, Suite 1490, Houston, Texas 77074, and the name of the initial registered agent at such address is L. Susan Hill.
Article IX
The number of directors constituting the Initial Board of Directors of the Association is three and the names and addresses of the persons who are to serve as the initial directors are:
Name Address
Mark Newman 5330 Hidalgo
Houston, Texas 77056
Bill Sodon 5350 Hidalgo
Houston, Texas 77056
Bill German 5317 Hidalgo
Houston, Texas 77056
Article X
The name and address of the incorporator are Mark Newman, 5330 Hidalgo, Houston, Texas 77056.
Article XI
The corporation may be dissolved with the assent given in writing and signed by not less than two-thirds of the membership. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets shall be distributable as set forth in Article VII above.
Article XII
Amendment of these Articles shall require the assent of seventy-five percent (75%) of the entire membership.