I, the undersigned natural person of the age of eighteen (18) or more, a
citizen of the State of Texas, acting as incorporator of the corporation under
the Texas Non-profit Corporation Act, do hereby adopt the following Articles
of Incorporation for such corporation:
I.
The name of the corporation is THE ROSS S. STERLING BAND ASSOCIATION.
II.
The Ross S. Sterling Band Association is a non-profit corporation organized
under the laws of the State of Texas.
III.
The period of its duration is perpetual.
IV.
The corporation is organized exclusively for charitable purposes within the
meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the
corresponding provision of any future United States Internal Revenue Law),
including, for such purposes, the making of distributions to organizations
that qualify as exempt organizations under Section 501(c)(3) of the Internal
Revenue Code of 1986 (or the corresponding provision of any future United
States Internal Revenue Law). In rendering its charitable purpose, the
Association shall not discriminate on the basis of race, color, creed or
national origin.
The corporation is organized exclusively for educational purposes within
the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (as
amended). The purpose of the corporation shall be for the provision of support
and advancement of the education of the youth who are students at the Ross S.
Sterling High School in the
Goose Creek
Independent School District, in Baytown, Texas, through the sponsorship of
the school's band programs. The purpose of the corporation is (i) to provide
educational support and opportunities for the students enrolled in the
school's band programs, including: (a) promoting and encouraging talent and
ability through private tutoring and scholarships; (b) supporting
participation in musical instructional clinics, U.I.L. marching and concert
competitions and any other special events which may be part of the School
District's activities; (c) assisting in the organization and development of
the band activities during the school year; (d) promoting and publishing
pertinent news about the band programs and band students; and (e) encouraging
active performance in community activities that would instill civic pride; and
(ii) to do all things incident to or necessary for providing the qualified
instructors, facilities, materials and resources for such educational and
training opportunities.
Notwithstanding any other provision of the Articles of Incorporation or
Bylaws, the corporation shall not 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 Code or by an
organization, contributions to which are deductible under Section 170(c)(2) of
the Code.
V.
The street address of the initial registered office of the corporation is
3414 Pecan Grove, Baytown, Texas 77521-8149, and the name of its initial
registered agent at such address is Dennis Eichler.
VI.
The number of Directors constituting the initial Board of Directors of the
corporation is eighteen (18) and the names and addresses of the persons who
are to serve as the initial Directors are:
VII.
The name and street address of the incorporator is:
Carolyn Varela
3500 Texas Commerce Tower Houston, Texas 77002
VIII.
In the event of dissolution of the corporation, subject to the provisions
of the Texas Non-Profit Corporation Act, all assets remaining after payment of
the obligations and liabilities of the corporation shall be distributed to the
Public School Fund-Ross S. Sterling High School Band Account to be used for
the benefit of the Ross S. Sterling High School Band. Should such Account
cease to exist at the time of dissolution, such assets shall be distributed
exclusively for purposes of the corporation in such manner, or to such
organization or organizations organized and operated exclusively for
charitable, educational, or scientific purposes as shall at the time qualify
as an exempt organization or organizations under Section 501(c) (3) of the
Internal Revenue Code of 1986 (or the corresponding provision of any future
United States Internal Revenue Law), as the Board of Directors of the
corporation shall determine. Any such assets not so disposed of shall be
disposed of by the District Court of Harris County, Texas, exclusively for
such purposes or to such organization or organizations, as said Court shall
determine, which are organized and operated exclusively for such purposes.
No part of the net earnings of the corporation shall inure to the benefit
of any director of the corporation, officer of the corporation, or any private
individual (except that reasonable compensation may be paid for services
rendered to or for the corporation affecting one or more of its purposes), 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 on
dissolution of the corporation. No substantial part of the activities of the
corporation shall be the carrying on of propaganda, or otherwise attempting,
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 any candidate for public office.
To the extent not disallowed by applicable Internal Revenue Code of 1986,
as amended, no director of the corporation shall be liable to the corporation
or its members for monetary damages for an act or omission in the director's
capacity as a director, except for liability of a director for (i) a breach of
a director's duty of loyalty to the corporation, (ii) an act or omission not
in good faith or that involves intentional misconduct or a knowing violation
of the law, (iii) a transaction from which a director received an improper
benefit, whether or not the benefit resulted from an action taken within the
scope of the director's office, or (iv) an act or omission for which the
liability of a director is expressly provided for by statute. If the Texas
Non-Profit Corporation Act, the Texas Miscellaneous Corporation Laws Act, or
other applicable law is amended after adoption of these Articles of
Incorporation to authorize corporation action further eliminating or limiting
the liability of directors, then the liability of a director of the
Association shall be eliminated or limited to the fullest extent permitted by
the Texas Non-Profit Corporation Act, the Texas Miscellaneous Corporation Laws
Act, or other applicable law, as so amended. This Article X shall not impair,
limit or otherwise adversely affect any other provision of these Articles of
Incorporation or the Bylaws of the corporation with respect to limiting or
eliminating the liability of directors, but rather shall be cumulative
thereof.
The corporation may have members if and as provided by the
Bylaws.
