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Articles of Incorporation

San Antonio Linux Users Group, Inc.

Articles of Incorporation

We, the undersigned natural persons, all of whom are citizens of the State of Texas, and who are of the age of eighteen (18) years or more, acting as incorporators under the Texas Non-Profit Corporation Act (the “Act”) do hereby adopt the following Articles of Incorporation of the San Antonio Linux Users Group (the “Corporation”):

Duration

The period of duration for the Corporation is perpetual.

Non-profit Corporation

The Corporation is a non-profit Corporation. No monetary or other financial gain shall inure to any Director, officer, representative, agent, and member of the Corporation except as is provided for in the Act.

Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to government of the State of Texas, or the government of the City of San Antonio, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principle 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.

Purpose

The purpose of the Corporation is to operate as an educational organization, as is provided for in section 501(c)(3) of the Internal Revenue Code, for the sole purpose of educating the public about computers, computing devices, and software systems, including both application and operating systems; the theory, operation, and maintenance of computers, computing devices, and software systems in general; and particularly the computer operating system known as Linux. Such education is undertaken soley for the purposes of improving or developing the capabilities of the public, as well as the instruction of the public on subjects useful to individuals and beneficial to the community.

The activities of the Corporation, which shall be undertaken in furtherance of its educational purpose, shall be, but are not limited to, conducting public discussion groups, forums, panels, lectures, technical presentations, and other similar programs, as well as publication of such information, provision and maintenance of equipment, documents, materials, and other valuable intellectual and material properties in the furtherance of said educational purpose.

Notwithstanding any of the above statements of purpose and powers, the Corporation shall not engage in any activities or exercise of any powers that are not in furtherance of the purpose of the Corporation as set out in these Articles.

Powers

Except as otherwise provided in these Articles, the Corporation shall have all of the powers provided in the Act.

Registered Agent and Registered Office

The name of the initial registered agent is Michael Hall. The street address of the initial registered office of the Corporation is 131 William Classen, San Antonio, TX 78232.

Board of Directors

The business and affairs of the Corporation shall be conducted by a Board of Directors who shall number not less than 3, nor more than 12 members. Said Directors shall have the authority and power to increase or decrease the number of serving Directors within the limits provided above. Except in special circumstances of vacancy or removal for cause, the members of the Corporation shall retain the right to elect persons to serve as Directors. The Board of Directors may fill any vacancy which may occur in the Board of Directors pending the next annual meeting of the members of the Corporation. In order to be eligible to serve as a Director of the Corporation, a person must be a member of the Corporation at the time of his or her election to the Board.

Any qualifications, manner of appointment, duties, terms, and other matters relating to the Board of Directors not explicitly specified herein shall be fixed in the Bylaws.

The initial Board of Directors shall consist of three persons. The names and addresses of the initial Board of Directors are:

  1. Michael Hall, San Antonio, TX, 78232
  2. Matthew Cerha, San Antonio, TX, 78250
  3. Robert Thomas, San Antonio, TX 78231
  4. Ray Lopez, San Antonio, TX 78250
  5. Miguel Figueroa, San Antonio, TX 78249

The Corporation shall have one class of members. The requirements for membership in the Corporation shall be established by the Bylaws, but no person may be denied membership in the Corporation on the basis of race, ethnicity, gender, or any other recognized minority status.

The designation of the class of members, qualifications thereof, privileges and powers vested and reserved to members shall be fixed by the Bylaws, except that (1) the power to elect or otherwise duly authorize Directors for the purpose of managing the business or affairs of the Corporation shall always be vested and reserved to members, except in special circumstances of vacancy or removal for cause as provided for in these Articles, and (2) the power to alter, amend or repeal the Bylaws or adopt Bylaws, subject to repeal or change by the action of the members, shall always be vested and reserved to members. Each member shall be entitled to one vote on each matter submitted to a vote of the members. A member entitled to vote may vote in person, or unless otherwise prohibited by the Bylaws, vote by a proxy duly executed by the member or his or her duly authorized attorney-in-fact.

Annual Meeting

Meetings of the Board of Directors may be scheduled as often as is necessary for orderly management of the Corporation except that such meetings must occur at least once per annum. The meetings of the Directors are to be held at a place within the State of Texas as determined by the Bylaws. At the meetings of the Board of Directors, the Directors shall conduct any business that may lawfully come before them for a vote. Such business shall be approved by a simple majority of the Directors. Emergency meetings of the Board of Directors shall be authorized by the vote of a simple majority of the Directors or at least one-tenth of the members eligible to vote.

Restrictions

The Corporation shall have no power to take any action prohibited by the Act. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. 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 publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a Corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a Corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Private Property

The private property of the Directors, officers, representatives, employees and agents of the Corporation shall be forever exempt from any and all debts of every kind and nature incurred by the Corporation, and as authorized by the Act and the laws of the State of Texas.

Indemnification

The Corporation shall indemnify every Director, officer, representative, employee and agent, or his or her heirs, executors and administrators against expenses reasonably incurred by him or her in connection with any action, suit or proceedings to which he or she may be a party by reason of his or her being, or have been, a Director, an officer, representative, employee or agent of the Corporation, except in relation to those matters which he or she shall be adjudicated to be liable for negligence or misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matter covered by the settlement as to which the indemnification shall not be exclusive of other rights to which he or she may be entitled. As used in this Article, expenses shall include amounts of judgments, penalties or fines rendered or levied against such Director, officer, representative, employee or agent, and the amounts paid in settlement by him or her shall have first been approved by the Board of Directors of this Corporation.

Liability

No Director of the Corporation shall be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a Director; provided, however, that this Article shall not be construed as eliminating or limiting the liability of the Director for one or more of the following acts, namely: (1) A breach of duty of loyalty to the Corporation, (2) Any acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of the law, (3) The authorizing of an unlawful payment or distribution out of the corporate assets, (4) Any transaction made in the furtherance of the exempt purposes of the Corporation from which the Director derived an improper personal benefit, or (5) Any act or acts that can be defined under the laws of the State of Texas as `Director Conflicts of Interest’.

Fiscal Year

The fiscal year of the Corporation shall end on December 31st of each year.

Incorporators

The names and addresses of the incorporators of this Corporation are:

  1. Michael Hall, San Antonio, TX, 78232
  2. Matthew Cerha, San Antonio, TX, 78250
  3. Robert Thomas, San Antonio, TX 78231
  4. Ray Lopez, San Antonio, TX 78250
  5. Miguel Figueroa, San Antonio, TX 78249

Signatures

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About This Document

This document was freely adapted from the Articles of Incorporation of North Texas Linux Users Group, Inc. for use by the San Antonio Linux Users Group. Prepared by Matthew Cerha. Formatted for xhtml by Bruce Dubbs.