The undersigned, a natural person of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Texas Non-Profit Corporation Act, does hereby adopt the following Articles of Incorporation for such corporation:
ARTICLE ONE
The name of the corporation shall be Artifex.org.
ARTICLE TWO
This corporation is a non-profit corporation organized pursuant to the Texas Non-Profit Corporation Act.
ARTICLE THREE
The period of the corporation's duration is perpetual.
ARTICLE FOUR
The purpose or purposes for which said corporation is organized are exclusively charitable, benevolent, educational, including the provision of internet and computer related services such as e-mail accounts and web pages, and further including the publication of meaningful works using such media as the world wide web, and the engaging in any and all lawful activities for which non-profit corporations may be incorporated under the provisions of the Texas Non-Profit Corporation Act and which are consistent with exemption from federal income tax under Section 501(c)(4) of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder, or any subsequent federal tax law.
ARTICLE FIVE
No dividend shall be paid and, no part of the income of the corporation shall inure to the benefit of any director of the corporation, or any private individual, and no director or officer of the corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation. No part of the activities of the corporation shall be the dissemination of propaganda or attempts to influence legislation, and the corporation shall not participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office and no contribution or distribution shall be made, either before or after the liquidation of the corporation, to any organization engaged in carrying on propaganda, attempting to influcence legislation, or intervening in any political campaigns on behalf of or in opposition to any candidate for public office.
ARTICLE SIX
The street address of the initial registered office of the corporation is 7615 River Point, Houston, Texas, and the name of its initial registered agent at such address is Jack Lange.
ARTICLE SEVEN
The number of directors constituting the initial board of directors of the corporation is three, and the names and addresses of the persons who are to serve as initial directors are:
Jack Lange
7615 River Point
Houston, TX 77063
Hunter Blanks Ben Eloy
10710 Dreamland
San Antonio, TX 78230
1062 Ringwood
Menlo Park, CA 94025
ARTICLE EIGHT
The corporation may have one or more classes of members, and the designation of the authorized number and qualification of members of such classes of membership, if any, and the qualifications and rights of the members of each class shall be set forth in the bylaws.
ARTICLE NINE
The internal affairs of the corporation shall be regulated by the bylaws to be adopted by the board of directors. The board of directors shall have the power to alter, amend, or repeal the bylaws or to adopt new bylaws as provided therein.
ARTICLE TEN
No distribution of gains, profits or dividends shall be paid to the members of the corporation and no part of any net earnings or assets thereof shall inure to the benefit of any member, donor or any other person having a personal or private interest in the activities of the corporation; provided, however, that the corporation may pay compensation in a reasonable amount to its directors, officers or employees for services rendered as provided by law.
ARTICLE ELEVEN
A director of the corporation shall not be personally liable to the corporation or its members for monetary damages for any act or omission in his capacity as a director, except to the extent otherwise expressly provided by a statute of the State of Texas. Any repeal or modification of this Article shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director of the corporation existing at the time of the repeal or modification.
ARTICLE TWELVE
Upon dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or sicneific scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Interal Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of by the County Court of the county in which the principal office of the corporation 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 THIRTEEN
The name and address of the incorporator is:
Jack Lange
7615 River Point
Houston, TX 77063
IN WITNESS WHEREOF, the undersigned incorporator has hereunto set his hand, this ________ day of _________________________, 2000.