ARTICLES OF INCORPORATION
OF
TEXAS EMERGENCY MEDICAL SERVICES FOUNDATION
I, the undersigned natural person, of the age of eighteen (18) years or more, a citizen of the State of Texas, acting as incorporator of a corporation under the Texas Non-Profit Corporation Act, Article 1396, Vernon's Texas Civil Statutes, do hereby adopt the following Articles of Incorporation for such corporation:
ARTICLE I
The name of the foundation is the Texas Emergency Medical Services Foundation (the "Foundation").
ARTICLE II
The Foundation is a nonprofit corporation.
ARTICLE III
The period of its duration is perpetual.
ARTICLE IV
The purposes for which the Foundation is organized are:
(1) The specific and primary purposes are to organize, operate and maintain an foundation to improve, protect and promote emergency medical services within the state of Texas and to enhance the operation, services, communication, education and business related thereto through education and through the advocacy of cooperation beneficial to providers of such services in Texas; including
(a) providing assistance to Texas emergency medical services professionals through educational programs and opportunities for themselves and/or their dependents;
(b) encouraging and promoting cooperation among persons, organizations, entities or authorities who are directly or indirectly responsible for and/or involved in the emergency medical services profession;
(c) establishing of “The Gene Weatherall Memorial EMS Scholarship Fund” to afford Texas EMS personnel the opportunity to attend educational programs and opportunities for themselves and/or their dependents.
(2) The general purposes and powers are:
(a) To purchase, lease, or otherwise acquire, improve, construct, own, hold, use, maintain, operate, exchange, encumber, sell, convey, or otherwise dispose of, real and personal property of every kind, nature, or description, as may be necessary or desirable to promote the primary purpose of this Foundation.
(b) To make and perform contracts of every kind for any lawful purpose without limit as to amount, with any persons, firm, foundation, corporation, municipality, state, government, or municipal or political subdivision.
(c) To have and exercise all the rights and powers conferred on nonprofit corporations under the Texas Non-Profit Corporation Act, as such law is now in effect or may at any time hereafter be amended.
(d) To do all other acts necessary or expedient for the administration of the affairs and attainment of the purposes of this Foundation.
The foregoing statement of purpose shall be construed as a statement of both purposes and powers, and the purposes and powers stated in each clause shall, except where otherwise expressed, be in no way limited or restricted by any reference to or inference from the terms or provisions of any other clause, but shall be regarded as independent purposes and powers.
Notwithstanding any of the foregoing statements of purposes and powers, this Foundation 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 Foundation as set forth in Paragraph (1) of this Article IV, and are exclusively within the meaning of Sections 501(c)(3) of the Internal Revenue Code, and nothing contained in the foregoing statement of purposes shall be construed to authorize this Foundation to carry on any activity for the profit of any person, or to distribute any gains, profits, or dividends to its directors or officers as such.
This Foundation is organized pursuant to the Texas Non-Profit Corporation Act and does not contemplate pecuniary gain or profit to the directors or any persons thereof and is organized for non-profit purposes. No part of the Foundation's net earnings will inure to the benefit of any director or individual.
ARTICLE V
The Corporation shall not have members, capital stock or shares.
ARTICLE VI
The direction and management of the affairs of the corporation and the control and disposition of its property and funds shall be vested in a board of directors (the "Board of Directors") composed of such number of persons (not less than three) as may be fixed by the Bylaws of the corporation. Until changed by such Bylaws, the original number of directors shall be seven (7). The Directors shall continue to serve until their successors are elected in the manner provided in the Bylaws of the corporation. Qualification for directors of the Corporation may be changed, modified, and amended from time to time by modification and amendment to the Bylaws.
The initial Bylaws of the corporation shall be adopted by its Board of Directors, and the power to alter, amend or repeal such Bylaws or adopt new Bylaws shall be vested solely in the Board of Directors.
ARTICLE VII
The street address of the initial registered office of the Foundation is 6500 Pickett Lane, Burleson, Texas 76028, and the name and address of the initial registered agent at such address is Bernard F. Stafford.
ARTICLE VIII
The number of directors constituting the initial board of the Foundation is seven (7), and the names and addresses of the persons who are to serve as initial directors until the first annual meeting or until their successors are elected and qualified are listed below.
Donn E. Barnes
P.O. Box 2172
Brownwood, Texas 76804
Bernard F. Stafford
6500 Pickett Lane
Burleson, Texas 76028
Mike Reed
8804 Tallwood #35
Austin, Texas 78759
Bran E. Bledsoe
6420 Hayes Road
Midlothian, Texas 77605
Alejandro Garcia
#1 Cedar Springs Court
Wichita Falls, Texas 78791
Keith E. Tate
P.O. Box 15
Whitehouse, Texas 78791
W. David Luther
8013 El Dorado
Austin, Texas 78737
ARTICLE IX
To the full extent allowed by law, including without limitation the provisions of Article 1302 of the Texas Miscellaneous Corporation Laws Act, as amended, a director of the Foundation shall not be personally liable to the Foundation 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 Foundation existing at the time of the repeal or modification.
ARTICLE X
Each person who acts as a director of the Foundation shall be indemnified by the Foundation, and such indemnity shall be mandatory, to the full extent allowed by law, including without limitation Article 1396-2.22A for mandatory indemnification and the Bylaws of the Foundation, against any costs, expenses and liabilities which may be imposed upon or reasonably incurred by him in connection with any civil or criminal action, suit or proceeding in which he may be named as a party defendant by reason of his being or having been such director or by reason of any action alleged to have been taken or omitted by him in either such capacity, and any person who, at the request of the Foundation, acts as a director of any of its subsidiary or affiliate corporations shall likewise be indemnified by the Foundation against any such costs, expenses and liabilities. The right of indemnification herein provided for shall inure to each of the directors of the Foundation, whether or not the respective director is acting as such at the time such costs, expenses or liabilities are imposed or incurred. Any repeal or modification of this Article shall be prospective only, and shall not limit the obligation of the Foundation to indemnify a director of the Foundation serving at or prior to the time of the repeal or modification.
ARTICLE XI
Any action required to, or which may, be taken at any meeting of the directors or of a committee of the Foundation, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action to be taken, or so taken, shall be signed by the number of directors or committee members having the total number of votes of the Foundation necessary to enact the action taken, as determined under the Bylaws or these Articles.
ARTICLE XII
Upon the dissolution or liquidation of the corporation for any reason, by lapse of time or otherwise, when it has or is entitled to, any interest in any funds or property of any kind, real, personal or mixed, such funds or property rights thereto shall not be transferred to private ownership, but, upon such dissolution, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the corporation, transfer and set over such funds or property and rights thereto in such a manner and to such organization (or Organizations) which shall at such time of dissolution qualify as an organization exempt from federal income taxation under section 501(a) of the Code, or corresponding provisions hereafter in effect, as an organization (or organizations) described in section 501(c)(3) of the Code, or corresponding provisions hereafter in effect, as the Board of Directors shall determine. Any such funds or property and rights thereto not so disposed of shall be charged with a charitable public trust and shall be thereafter administered and applied to public charitable persons by a trustee or trustees to be appointed pursuant to law by a court of competent jurisdiction.
The Directors 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 tax under section 501(a) of the Code, or 501(c)(3) 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 such activity or transaction is hereby expressly prohibited.
ARTICLE XIII
The name and address, including street and number, of the incorporator is:
W. David Luther
8013 El Dorado
Austin, Texas 78737
IN WITNESS WHEREOF, I have hereunto set my hand this day of April, 2003.
W. David Luther
