RESTATED ARTICLES OF INCORPORATION (WITH AMENDMENT) OF C.I.M.A. ORGANIZATION

Transcription

1 RESTATED ARTICLES OF INCORPORATION (WITH AMENDMENT) OF C.I.M.A. ORGANIZATION Pursuant to Article 4.06 of the Texas Non-Profit Corporation Act, C.I.M.A. Organization, a Texas non-profit corporation, hereby adopts Restated Articles of Incorporation which restate the entire text of the corporation's Articles of Incorporation and all amendments thereto that are in effect to date and as further amended by these Restated Articles of Incorporation as hereinafter set forth and which contain no other changes in any provision thereof (except that the names and addresses of the present directors are inserted in lieu of similar information concerning previous directors, and the names and addresses of incorporators are omitted). ARTICLE I The name of the corporation is C.I.M.A. Organization ARTICLE II The Articles of Incorporation of the corporation are amended by the Restated Articles of Incorporation as follows: a) For the purpose of changing the name of the corporation, Article I is amended to read in its entirety as set forth in Article One of the Restated Articles of Incorporation hereinbelow set forth. b) Articles II and III of the Articles of Incorporation are restated in their entirety, respectively, as Articles Two and Three of the Restated Articles of Incorporation without any further amendment. c) For the purpose of rewording the stated purposes of the corporation and conforming the provisions of Article IV to the rest of the Restated Articles of Incorporation, Article IV is amended in its entirety to read in part as Article Four and in part as Article Nine of the Restated Articles of Incorporation hereinbelow set forth. d) For the purpose of enumerating in the Restated Articles of Incorporation the present street address of the registered office of the corporation and the name of its present registered agent at such address, Article V is restated in its entirety as set forth in Article Five of the Restated Articles of Incorporation hereinbelow set forth. e) For the purpose of providing that the direction and management of the corporation shall be vested in its 08/17/05

2 members and to reword such provisions in conformity with the rest of the Restated Articles of Incorporation, Article VI is amended to read in its entirety as set forth in Article Six of the Restated Articles of Incorporation hereinbelow set forth. f) For the purpose of stating that the corporation shall have members in accordance with the bylaws, a new article is provided in Article Seven of the Restated Articles of Incorporation hereinbelow set forth. g) For the purpose of stating that the corporation's bylaws shall be adopted as amended in accordance with the Texas Non-Profit Corporation Act, a new article is provided in Article Eight of the Restated Articles of Incorporation hereinbelow set forth. h) For the purpose of providing for the dissolution of the corporation, a new article is provided in Article Ten of the Restated Articles of Incorporation hereinbelow set forth. i) For the purpose of providing immunity from liability to the corporation for the directors (or for those who are deemed to act as directors) for an act or omission by the directors in their capacity as directors, except in certain stated situations, a new article is provided in Article Eleven of the Restated Articles of Incorporation hereinbelow set forth. ARTICLE III Each such amendment made by these Restated Articles of Incorporation has been effected in conformity with the provisions of the Texas Non-Profit Corporation Act and such Restated Articles of Incorporation as so amended were duly adopted at a meeting of members on August 23, 1995 at which a quorum was present, having received at least two-thirds of the votes which members at such meeting in person or by proxy were entitled to cast. ARTICLE IV The Articles of Incorporation and all amendments and supplements thereto are hereby superseded by the following Restated Articles of Incorporation which accurately copy the entire text thereof and as amended as set forth above: -2-

3 ARTICLE ONE The name of the corporation is Channel Industries Mutual Aid. The corporation is a non-profit corporation. ARTICLE TWO ARTICLE THREE The period of its duration is to be perpetual from the date of granting of this charter. ARTICLE FOUR The purposes for which the corporation is organized are: (3) The primary purpose is to receive and maintain a fund or funds of real or personal property, or both, and, subject to the restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income therefrom and the principal thereof exclusively for the promotion of social welfare by providing assistance for the common good and the general welfare to and within the communities of its members with respect to emergency fire protection and other public safety matters. (2) The general purposes and powers are to have and exercise all rights and powers conferred on non-profit corporations under the laws of Texas, or which may hereafter be conferred, including the power to contract, borrow money, grant security interests, rent, buy or sell personal or real property; provided, however, that this corporation 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 corporation. (3) This corporation is organized for non-profit purposes pursuant to the Texas Non-Profit Corporation Act and does not contemplate pecuniary gain or profit to its members. Nothing contained in these Restated Articles of Incorporation shall be construed to authorize this corporation to carry on any activity for the profit of its members, or to distribute any gains, profits, or dividends to its members as such; 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 above. ARTICLE FIVE The street address of the registered office of the corporation is 811 Dallas, Suite 1500, Houston, Texas The name of its registered agent at such address is CT Corporation. -3-

4 ARTICLE SIX The direction and management of the affairs of the corporation and the control and disposition of its assets shall be vested in its members. ARTICLE SEVEN The corporation shall have members. The classes, if any, of the members, the designation of any such classes, the manner of election or appointment, and the qualifications and rights of the members shall be set forth in the bylaws. ARTICLE EIGHT The initial bylaws of the corporation shall be adopted by the members. Thereafter, the power to alter, amend or repeal such bylaws or adopt new bylaws shall be vested in the members. ARTICLE NINE Notwithstanding any other provision of these articles, the corporation shall not engage, participate or intervene in any activity or transaction which would result in the loss by the corporation of its status as an organization exempt from Federal income taxation under section 501(a) of the Internal Revenue Code of 1986, as amended to the date hereof (the "Code"), or corresponding provisions hereafter in effect, as an organization described in section 501(c)(4) of the Code, or corresponding provisions hereafter in effect, and the use, directly or indirectly, of any part of the assets of the corporation in any such activity or transaction is expressly prohibited. ARTICLE TEN In the event of the dissolution of the corporation, when it has, or is entitled to, any interest in any funds or property of any kind, real, personal or mixed, the members shall, after paying or making provision for the payment of all liabilities of the corporation, transfer and set over such funds or property or rights thereto pro rata to the members share and share alike, without preference. ARTICLE ELEVEN A. A director (or any person (such as, a member) deemed to be acting in such role) of the corporation shall not be liable to the corporation for monetary damages for an act or omission in the director's capacity as a director, except that this ARTICLE ELEVEN does not eliminate or limit the liability of a director of the corporation to the extent the director is found liable for: -4-

5 (i) a breach of the director's duty of loyalty to the corporation; (ii) an act or omission not in good faith that constitutes a breach of duty of the director to the corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) a transaction from which the 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 by an applicable statute. B. If the Texas Miscellaneous Corporation Laws Act or any other statute of the State of Texas hereafter is amended to authorize the further elimination or limitation of the liability of directors of the corporation, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the statutes of the State of Texas, as so amended, and such elimination or limitation of liability shall be in addition to, and not in lieu of, the elimination and limitation on the liability of a director of the corporation provided by the foregoing provisions of this ARTICLE ELEVEN. C. Any repeal of or amendment to this ARTICLE ELEVEN shall be prospective only and shall not adversely affect any limitation on the liability of a director of the corporation existing at the time of such repeal or amendment. C.I.M.A. ORGANIZATION Jeffrey M. Windham By: Its Chairman -5-

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