Travis Audubon Society
3710 Cedar St.,Box 5
Austin, Texas 78705
512.300.BIRD (2473)
info@travisaudubon.org
3710 Cedar St.,Box 5
Austin, Texas 78705
512.300.BIRD (2473)
info@travisaudubon.org
Travis Audubon Society, Inc. Articles of Incorporation
ARTICLE ONE
The name of the corporation is Travis Audubon Society, Inc. The
corporation hereby adopts restated articles of incorporation which
accurately copy the articles of incorporation and all amendments
thereto that are in effect to date and as further amended by such
restated articles of incorporation as hereinafter set forth and which
contain no other change in any provision thereof.
ARTICLE TWO
The articles of incorporation of the corporation are amended by the
restated articles of incorporation as follows:
ARTICLE THREE
Each such amendment made by the 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 and each such amendment made by the restated
articles were adopted on January 15, 2004 in the following manner:
The restated articles and the amendments made by such restated
articles were adopted at a meeting of the members held on January
15, 2004, at which a quorum was present, and the restated articles
and the amendments made by such restated articles received at
least two‑thirds of the votes which members present or represented
by proxy were entitled to cast.
ARTICLE FOUR
The articles of incorporation and all amendments thereto are hereby
superseded by the following restated articles of incorporation which
accurately copy the entire text thereof including any previous
amendments and as amended as set forth above:
Article I
Name
The name of the corporation is Travis Audubon Society, Inc. (the
“Corporation” or “Society").
Article II
Affiliation
Travis Audubon Society, Inc. is a Texas non-profit corporation which
may operate as a chapter of the National Audubon Society. The
Chapter, by vote of its Board, may revoke its charter and cease to be
a Chapter of National Audubon by providing sixty (60) days written
notice of such decision to its State Director. Such revocation and
termination shall not affect the existence of the Society.
Article III
Purposes
The purpose and objective of this Society shall be to engage in any
such educational, scientific, investigative, literary, historical,
philanthropic, and charitable pursuits as may be included in the
following stated purposes of the National Audubon Society:
Except as otherwise provided for in these Articles of Incorporation,
the Society shall have all of the powers provided for in the Non-Profit
Corporation Act.
Article IV
Prohibitions
This Society is not organized, nor shall it be operated, for pecuniary
gain or profit, and it does not contemplate the distribution of gains,
profits, or dividends to the members thereof, or to any private
shareholder or individual. The property, assets, profits and net
income of this Society are irrevocably dedicated to the purposes set
forth above, and no part of the property assets, profits, or net income
of this Society shall ever inure to the benefit of any director, officer, or
member thereof or to the benefit of any private shareholder or
individual, except that the Society shall be empowered and
authorized to pay reasonable compensation for services rendered
and to make payments and distribution for the furtherance of the
purposes set forth in these Articles of Incorporation.
Article V
Dissolution
Upon the dissolution of the Society, the Board of Directors of the
Society shall, after paying or making provisions for the payment of all
the liabilities of the Society, dispose of all of the assets of the Society
exclusively for the purposes of the Society, in such manner or to
such organization or organizations organized and operated
exclusively for charitable educational, religious, 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
(the “Code”) (or the corresponding provision of any future United
States Internal Revenue Law), as the Society shall determine. Any of
such assets not so disposed of, shall be distributed to the Texas
Audubon Society, if at the time it both exists and qualifies as an
exempt organization under section 501(c)(3) of the Code. Provided
further, that if the Texas Audubon Society is not then in existence or
is not an organization described in section 501(c)(3) of the Code,
such remaining assets shall be distributed to the National Audubon
Society.
Article VI
Prohibition on Political Participation
No substantial part of the Society’s financial resources shall be
devoted to propaganda for or otherwise attempting to influence
legislation, nor shall the Society participate in, or intervene in
(including the publishing or distributing statements) any political
campaign in behalf of any candidate for public office. Nor shall the
Society participate in organizations or coalitions whose activities are
contrary to this section or any activity which will be inconsistent with
the tax exempt status of the National Audubon Society or this Society.
Article VII
Amendments
These Articles of Incorporation may be amended by a two-thirds vote
of the membership present at any regular or special meeting,
provided that suitable notice is mailed to each member at least
fifteen days before said meeting. Such meetings may be proposed
by the Board of Directors or by a petition signed by no fewer than
twenty members in good standing.
Article VIII
Membership
The membership is open to any person interested in the purposes
of the Society. There will be two classes of membership: National
Members (persons who are members of the National Audubon
Society) and Chapter Members (who are members of and pay dues
to the Society, and who may also be National Members). Chapter
Members shall have the right to hold offices in the Society, to vote on
Society issues, including election of officers, and to fully participate
in the activities of the Society. National Members who are not
Chapter Members shall have the right to attend meetings and
functions of the Society. Additionally, the Board of the Society may
from time to time extend additional privileges to National Members
as it sees fit.
Article IX
Duration
Travis Audubon Society shall continue in perpetuity.
Article X
Directors
The Board of Directors of the Corporation shall be the governing
board of the Corporation. The number of Directors may be changed
from time to time in the manner provided by the Bylaws of the
Corporation, but in no event shall there be less than three (3)
Directors.
Article XI
Registered Agent and Office
The registered office of the Corporation shall be 7442 Dallas Drive,
Austin, Texas 78729 and the registered agent shall be John Kelly.
Article XII
Indemnification
The Society shall indemnify a person who was, is, or is threatened
to be made a named defendant or respondent in litigation or other
proceedings because the person is or was a director or officer or
other person related to the Society to the extent permitted in the
Texas Non-Profit Corporation Act governing indemnification. As
provided by the Bylaws, the Board of Directors shall have the power
to further define the requirements and limitations for the Society to
indemnify directors, officers, or others related to The Society
including, but not limited to, the purchase of insurance to fund such
indemnity commitments as further described in the provision of the
Act governing indemnification.
Dated this 29th day of January, 2004.
Pat Dillon
President
ARTICLE ONE
The name of the corporation is Travis Audubon Society, Inc. The
corporation hereby adopts restated articles of incorporation which
accurately copy the articles of incorporation and all amendments
thereto that are in effect to date and as further amended by such
restated articles of incorporation as hereinafter set forth and which
contain no other change in any provision thereof.
ARTICLE TWO
The articles of incorporation of the corporation are amended by the
restated articles of incorporation as follows:
- To make the duration of the Society perpetual;
- To establish two classes of membership with differing rights and
privileges; and - To designate a new registered agent and registered office for the
Society.
ARTICLE THREE
Each such amendment made by the 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 and each such amendment made by the restated
articles were adopted on January 15, 2004 in the following manner:
The restated articles and the amendments made by such restated
articles were adopted at a meeting of the members held on January
15, 2004, at which a quorum was present, and the restated articles
and the amendments made by such restated articles received at
least two‑thirds of the votes which members present or represented
by proxy were entitled to cast.
ARTICLE FOUR
The articles of incorporation and all amendments thereto are hereby
superseded by the following restated articles of incorporation which
accurately copy the entire text thereof including any previous
amendments and as amended as set forth above:
Article I
Name
The name of the corporation is Travis Audubon Society, Inc. (the
“Corporation” or “Society").
Article II
Affiliation
Travis Audubon Society, Inc. is a Texas non-profit corporation which
may operate as a chapter of the National Audubon Society. The
Chapter, by vote of its Board, may revoke its charter and cease to be
a Chapter of National Audubon by providing sixty (60) days written
notice of such decision to its State Director. Such revocation and
termination shall not affect the existence of the Society.
Article III
Purposes
The purpose and objective of this Society shall be to engage in any
such educational, scientific, investigative, literary, historical,
philanthropic, and charitable pursuits as may be included in the
following stated purposes of the National Audubon Society:
- To arouse, through education, the public recognition of the value
of and need for protection of wild birds and other animals, plants,
soils and water, as well as the interdependence of all our natural
resources. - To study and conduct research with relation to the scientific facts,
a knowledge of which is essential to the formulation of sound
policies in the field of conservation. - To foster recognition of the need for preservation of such
environmental conditions as ample food, water, and cover, and
the maintenance of these factors for ensuring the survival of the
plants and animals living therein, in their natural state. - To foster the preservation of an adequate stock of native plants
and animals, so that no species may become extinct or
threatened by extinction. - To promote the protection and preservation of all our natural
resources, including the establishment and maintenance of
nature sanctuaries. - To publish and distribute documents as a means of
dissemination of information about the above-mentioned
subjects or related matters. - To hold meetings, lectures, and exhibits, and to develop and
maintain a library in the interests of the conservation of natural
resources. - To establish and maintain such educational projects as nature
trails, exhibits, tours, and camps. - To encourage the organization of branches and other affiliated
groups in sympathy with the stated aims. - To cooperate, as occasion prompts, with national and state
conservation agencies and with private associations devoted to
conservation and education in the field of natural resources. - To further, by all means both wise and opportune, the objects
included within or related to those listed above.
Except as otherwise provided for in these Articles of Incorporation,
the Society shall have all of the powers provided for in the Non-Profit
Corporation Act.
Article IV
Prohibitions
This Society is not organized, nor shall it be operated, for pecuniary
gain or profit, and it does not contemplate the distribution of gains,
profits, or dividends to the members thereof, or to any private
shareholder or individual. The property, assets, profits and net
income of this Society are irrevocably dedicated to the purposes set
forth above, and no part of the property assets, profits, or net income
of this Society shall ever inure to the benefit of any director, officer, or
member thereof or to the benefit of any private shareholder or
individual, except that the Society shall be empowered and
authorized to pay reasonable compensation for services rendered
and to make payments and distribution for the furtherance of the
purposes set forth in these Articles of Incorporation.
Article V
Dissolution
Upon the dissolution of the Society, the Board of Directors of the
Society shall, after paying or making provisions for the payment of all
the liabilities of the Society, dispose of all of the assets of the Society
exclusively for the purposes of the Society, in such manner or to
such organization or organizations organized and operated
exclusively for charitable educational, religious, 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
(the “Code”) (or the corresponding provision of any future United
States Internal Revenue Law), as the Society shall determine. Any of
such assets not so disposed of, shall be distributed to the Texas
Audubon Society, if at the time it both exists and qualifies as an
exempt organization under section 501(c)(3) of the Code. Provided
further, that if the Texas Audubon Society is not then in existence or
is not an organization described in section 501(c)(3) of the Code,
such remaining assets shall be distributed to the National Audubon
Society.
Article VI
Prohibition on Political Participation
No substantial part of the Society’s financial resources shall be
devoted to propaganda for or otherwise attempting to influence
legislation, nor shall the Society participate in, or intervene in
(including the publishing or distributing statements) any political
campaign in behalf of any candidate for public office. Nor shall the
Society participate in organizations or coalitions whose activities are
contrary to this section or any activity which will be inconsistent with
the tax exempt status of the National Audubon Society or this Society.
Article VII
Amendments
These Articles of Incorporation may be amended by a two-thirds vote
of the membership present at any regular or special meeting,
provided that suitable notice is mailed to each member at least
fifteen days before said meeting. Such meetings may be proposed
by the Board of Directors or by a petition signed by no fewer than
twenty members in good standing.
Article VIII
Membership
The membership is open to any person interested in the purposes
of the Society. There will be two classes of membership: National
Members (persons who are members of the National Audubon
Society) and Chapter Members (who are members of and pay dues
to the Society, and who may also be National Members). Chapter
Members shall have the right to hold offices in the Society, to vote on
Society issues, including election of officers, and to fully participate
in the activities of the Society. National Members who are not
Chapter Members shall have the right to attend meetings and
functions of the Society. Additionally, the Board of the Society may
from time to time extend additional privileges to National Members
as it sees fit.
Article IX
Duration
Travis Audubon Society shall continue in perpetuity.
Article X
Directors
The Board of Directors of the Corporation shall be the governing
board of the Corporation. The number of Directors may be changed
from time to time in the manner provided by the Bylaws of the
Corporation, but in no event shall there be less than three (3)
Directors.
Article XI
Registered Agent and Office
The registered office of the Corporation shall be 7442 Dallas Drive,
Austin, Texas 78729 and the registered agent shall be John Kelly.
Article XII
Indemnification
The Society shall indemnify a person who was, is, or is threatened
to be made a named defendant or respondent in litigation or other
proceedings because the person is or was a director or officer or
other person related to the Society to the extent permitted in the
Texas Non-Profit Corporation Act governing indemnification. As
provided by the Bylaws, the Board of Directors shall have the power
to further define the requirements and limitations for the Society to
indemnify directors, officers, or others related to The Society
including, but not limited to, the purchase of insurance to fund such
indemnity commitments as further described in the provision of the
Act governing indemnification.
Dated this 29th day of January, 2004.
Pat Dillon
President
Articles of Incorporation
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