BY-LAWS INDEX

• Article_1_Identity
• Article_2_Purpose
• Article_3_Articles_of_Incorporation
• Article_4_Membership
• Article_5_Governance_Permanent_Composition
• Article_6_By-Laws_Policies_and_Procedures_and_Amendments
• Article_7_Relationship_with_Waltrip_High_School
• Article_8_Committees
• Article_9_Fiscal_Policy
• Article_10_Reports
• Article_11_General_Provision
• Article_12_Existence
• Article_13_Dissolution
• Article_14_Charitable_Purpose

(Filed copy on March 19, 2015 - Harris County Clerk, Harris County, Texas) 

WALTRIP ALUMNI ASSOCIATION, INC.
 BY-LAWS

Amended at the Annual Meeting held on January 8, 2015
by a two-thirds (2/3) majority vote of the General Board of Directors

Article 1: Identity:

 Section A: Name.

This organization shall be known as the Waltrip Alumni Association, Inc. (WAA) (the Association).

Section B: Domicile.

The Association will maintain its principal place of operations at Houston, Texas

The domicile may be changed by a majority vote of the General Board of Directors.

Article 2: Purpose:

 The purpose of the Association shall be

•1.    To establish criteria for selecting deserving graduates to receive scholarships to help them continue their education and provide stipends to faculty to improve the educational environment; 

•2.     To support activities that help educate and broaden the experience of our students;

•3.     To raise funds to pay for scholarships and other activities the association votes to support;

•4.      With the cooperation of the school administration, establish the criteria for a student mentoring program, and other programs that might be beneficial in preparing our students for life after high school;

•5.      Help to upgrade the school facilities to improve the environment for our students and faculty.

•6.       To carry out such other activities as the General Board of Directors may from time to time deem necessary, ancillary or conductive to the goals of the Association, provided that such activities are consistent with the requirements to maintain the Association’s non-profit status.    

Article 3:  Articles of Incorporation:

            The name of the corporation, the objects for which it is established, the nature of the business to be transacted by it, and the location of its principal place and other places of business shall be set forth in the Articles of Incorporation, as from time to time amended.  The powers of the corporation and its directors and members, and all matters concerning the conduct and regulation of the business of the corporation shall be subject to such provisions in regard thereto, if any, are set forth in such Articles of Incorporation are hereby made a part of these By-Laws.

Article 4: Membership:

 Section A: Eligibility.

 All graduates of S.P. Waltrip High School, Houston, Texas are members of The Waltrip Alumni Association, Inc., known as the "official alumni association". Any person who taught or worked at the high school, or who desires to support the goals of the Association, is eligible to become an active member by registering with a Free Membership or Regular Paid membership in the Association.

 Section B: Membership.

 Two Classes of Membership are offered:  Free membership with non-voting privileges, and Regular paid annual membership with voting privileges.  Eligible individuals become members of the Association by submitting an application for membership.  The term of Free Membership is non-expiring.  The term of Regular Membership runs for one year from date of dues payment.

 Section C: Other Membership Categories:

            The General Board of Directors of the Association may from time to time establish other membership categories for the purpose of acknowledging contributions made to the Association by individuals or entities.  Only Regular paid Members shall be eligible to vote and hold office in the Association.

Section D:  Benefits and Responsibilities.

            1.  Each regular paid member shall be entitled to a vote for members of the Board of Directors and any matter brought before the association.

            2.  With permission of each member, a membership directory shall be created and may be published on an Association website with the member’s name, mailing address, phone number and/or E-mail address.

            3.  If any member of the Association uses his/her membership in an unethical way, the General Board of Directors shall have the power to take action as it may see fit, including removal of membership privileges.

            4.  The Association logo may not be used by any Association member without the approval of the General Board of Directors.

5.  Voluntary Termination of Membership.

            Any member may resign his or her membership in the Association.

Section E: Termination.

 Regular Membership in the Association will terminate upon failure to pay annual dues including all attendant voting rights.

 Section F: Voting privileges.

 Only current paid members in good standing at the close of board nominations are eligible to vote during elections.

 Section G: Dues.

 Membership Levels and Yearly Dues Amounts:

1. Individual Alumni, yearly is $25.00 each.
2. Alumni Couple, yearly is $40.00.
3. Individual Alumni yearly Gold Member is $100.00.
4. Alumni Couple yearly Gold Members is $200.00.
5. Free Membership, non-voting, non-expiring

Article 5: Governance  Permanent Composition:

 Section A: General Board of Directors.

 The General Board of Directors shall be made of regular paid members and consist of a maximum of thirty (30) members. General Board members are eligible for re-election if so indicated.  The General Board of Directors shall have the power to adopt, alter or amend the Association By-Laws.  The General Board of Directors shall be regular paid members in good standing of this association.  The General Board of Directors shall have the authority to nominate and elect its own Board Chairman from among other elected Directors.  The Board Chairman shall chair all meetings of the Association.  If the Board Chairman should not be available to chair a meeting, then the President, or in case of the absence of the President, the Vice-President shall chair a meeting.

1.  Election.

            Officers and members of the General Board of Directors shall be nominated and elected at the annual meeting to be held each January.

2.  Quorum.

            One more than half the number of directors of the General Board of Directors shall be considered a quorum for the purposes of voting.  Either the President or Vice-President must be present for the quorum to be met.  All votes shall be decided by a majority.  If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or represented.

3.  Board Diversity.

            In the interest of encouraging diversity of discussion, connection with the public and public confidence, the General Board of Directors of this charitable non-profit corporation shall have at least half of the voting members at all times who are not of the same immediate family or related by blood or marriage.  No employee of this charitable, non-profit corporation shall hold the position of chairperson or presiding officer of the General Board of Directors.

4.  Vacancies.

            Any vacancy on the General Board of Directors may be filled by a majority vote of the remaining members of the General Board.  If, after notice and discussion by the General Board, a General Board member is determined by a two-thirds (2/3) vote of the General Board to be negligent in the performance of assigned duties, that member shall be removed.

Section B: Executive Board of Directors.

 The Executive Board of Directors:  Officers of the Association plus the Chair and Vice-Chair of the General Board and Corporate Secretary make up the Executive Board. The Executive Board of Directors shall be given the power to be the principal decision making body of the Association, shall manage the business and property of the Association and shall perform such functions as required to promote the growth, effectiveness and general welfare of the Association.

 Section C: Officers.

 The officers of the Association shall be the President, Vice President, Treasurer, Recording Secretary, Corresponding Secretary and Community Liaison.

 Section D: Officers of the Association Powers.

 The officers are vested with the powers appropriate to their elected office to accomplish the tasks necessary for the successful, day-to-day operations of the Association including the authorization of circular resolutions, subject to the same voting requirements as listed in Section G: Elections. 

Section E:  Duties.

1. The President shall be the chief operating officer of the Association, shall make all decisions for the Association’s day-to-day operations. In the absence of the Board Chairman, as described in Article 5, Section A, the President shall chair an Association meeting.  The President shall direct the activities of the Vice President, the Treasurer, the Secretary, the Correspondence Secretary and various committee members. 

2. The Vice President shall assist the President, perform the duties of the President if the President is incapacitated and oversee the activities of the Class Representatives. 

3. The Treasurer shall be responsible for the financial operations of the Association.

4. The Recording Secretary shall be responsible for preparing and maintaining minutes, Agenda, and other records of Association meetings; be custodian of the Association's business records including the President's Program budget Plan and Financial Review, Committee annual reports, and documents produced by the Association Officers. 

5. The Corresponding Secretary shall be responsible for preparing and maintaining records of all authorized correspondence on behalf of the Association; shall maintain the list and registration information of Association members; obtaining all minutes from any committee meetings and including them with the monthly Association meeting.

6. The Community Liaison needs a network of resources, a gift for diplomacy, and the time and energy for active involvement, to act as the conduit for good communication between the Alumni Association and Community and Business Leaders, for promoting our agenda of helping our students. He or she is the Ambassador At Large for the Alumni Association.

 Section F: Term of Office. 

The term of office for each officer shall be two years.  The term of office shall begin at the election during the Annual Meeting in January each year. 

Section G: Elections. 

The General Board of Directors and Officers shall be elected by a majority vote of the members returning election ballots. There are no limits on the number of times an individual may seek election to any office. The Association will hold elections every year for one third of the Association Offices. Only current paid members of the Association are eligible to stand for election. The elections will be planned and executed by the Nominating/Elections Committee. Operating procedures for the Election Committee will be developed by the Elections Committee and approved by the Executive Board of Directors.

Section H: Resignation. 

Any director or officer may resign by tendering a letter of resignation to the elected General Board Members. Such officer shall fully inform the President of the status of all pending items and shall deliver all Association information in his/her possession to the President prior to resignation. 

Section I: Removal from Office. 

Any director or officer who fails to perform the duties of the office to which the individual has been elected may be removed from the office, with or without cause, by a two-thirds vote of the Members. 

Section J: Vacancies. 

If a Director resigns or is removed from office, the Chairman of the Board will nominate an individual to fill the vacant position for the balance of the existing term.  And this individual will enter the office upon a majority vote of the remaining General Board Members for the balance of the existing term.

If the President resigns or is removed from office, the Vice President will assume the Presidency for the balance of the existing term. If the Vice President, or the Treasurer, or the Secretary resign, or are removed from office, the President will nominate to the elected General Board Members the individual to fill the vacant office for the balance of the existing term. And this individual will enter the office upon a majority vote of the General Board Members for the balance of the existing term.

Section K.  Meetings of Members

            The Association shall meet at least four times in each year, at such times and places as shall be fixed by the President or by the Executive Board.  Meetings may be called upon petition of any eight members of the General Board to the Association.

•1.       Annual Meeting:  The Annual Meeting of the membership, for purposes of electing Directors, adopting an Annual Budget, receiving all committee and financial reports and transacting such other business as may properly come before the General Board of Directors, shall be held on the 2^nd Thursday in January of each succeeding year at a time and place designated by the Board of Directors.  The General Board of Directors may change the Annual Meeting date at its discretion as deemed necessary, but such alternate date shall be within thirty (30) days of the original meeting date.  If the day of the Annual Meeting is a legal holiday, the General Board of Directors will designate an alternate date for the Annual Meeting, such date being within thirty (30) days of the original meeting date.  Additional regular meetings of the membership may be scheduled by the General Board of Directors at its discretion, if such meetings are deemed necessary.

•2.       Notice of Meetings:  Except as otherwise provided in the Articles of Incorporation or these By-Laws, written notice of each meeting of the Members shall be given by, or at the direction of the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage pre-paid, at least ten (10) days (but no more than sixty (60) days before such meeting to each Member entitled to vote thereat, addressed to the Member’s address last appearing on the books of the Association, or supplied by such Member to the Association for the purpose of notice.  Such notice shall specify the place, day, and hour of the meeting.

•3.       Quorum:  The presence, either in person or by proxy at the meeting of the Members entitled to cast at least ten (10%) percent of the votes as provided herein, shall constitute a quorum for any action except as otherwise provided in the Articles of incorporation or these By-Laws.  If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or represented.

•4.      Vote:  One (1) vote per paid Member may be cast either in person or by proxy.  A Member may vote at any meeting of the membership either in person or by proxy executed in writing by the Member, or by a duly authorized attorney-in-fact.  Proxies shall be filed with the Secretary of the Association before or at the time of the meeting and shall automatically cease upon the adjournment of the meeting.  Every proxy shall be revocable and shall specify the meeting or action to which it applies.  General proxies shall not be permitted.  Voting privileges are granted only to registered members.

•5.      Cumulative voting shall not be allowed.

Section L. Rules of Order

            Meetings of this organization shall be governed by the current Robert’s Rules of Order except when in conflict with these By-Laws.

Article 6:  By-Laws, Policies and Procedures and Amendments:

            The conduct of the affairs of the Association, its membership and General Board of Directors shall be governed by these By-Laws, which may be amended from time to time in accordance with the provisions thereof.  Any and all matters and rules for the governance of the Association not specifically covered in the By-Laws, insofar as permitted by law, may be set forth in Association Policies and Procedures as adopted by the majority vote of the Board of Directors.  The By-Laws and Policies and Procedures shall be provided to any member upon their request.

Section 1.  Proposed Amendments

            The power to make, alter, amend or repeal the By-Laws of the Association shall be vested in the General Board of Directors.  Regular members in good standing may propose an amendment at any time by submitting it in writing to the President.

Section 2.  Approval of Amendments.

            The By-Laws of this Alumni Association may be amended by a two-thirds (2/3) majority vote of the General Board of Directors present at a regular meeting.

Section 3.  Conflict of Interest.

            Any possible conflict of interest on the part of any member of either the General Board of Directors or Executive Board of Directors, officer or employee of the corporation shall be disclosed in writing to the General Board of Directors.  At such time as any matter comes before the General Board of Directors in such a way as to give rise to a conflict of interest, the affected Director shall make known the potential conflict and will withdraw from the meeting for as long as the matter shall continue under discussion.  Should the matter be brought to a vote, neither the affected Director nor any other Director with a pecuniary benefit transaction with the Association will vote on it.  The General Board of Directors and the Executive Board of directors will comply with all requirements of the Texas law where conflicts of interest are involved.

Article 7:  Relationship with Waltrip High School:

            In accordance with the stated purposes of the Association, the General Board of Directors or the Executive Board of Directors shall make all reasonable efforts to maintain good relations and communication with Waltrip High School (“the School”), its successors and its constituents.  There shall be no financial relationship between the Alumni Association and the School, although the Association may periodically donate funds to the School for various purposes.

Article 8: Committees:

Section A: Standing Committees.

 Each of the committees will have a charter detailing objectives, membership, scope of operations and procedures. The Elected Board Members and Alumni Members in Good Standing (with current paid membership) shall approve the charters and all proposed charter changes and appoint committee chairmen and committee members. All Committee Charters will become addendums to the Association Bylaws.

The President, as the Association's chief operating officer, will direct and control the activities of the various Standing Committees.

 Section B: The Association will have the following standing committees. From time to time, the Association may choose to add to, remove or modify these committees and their responsibilities.

1.      Scholarship Committee:

The Association will solicit special contributions to fund scholarships for deserving students of the high school. The Scholarship Committee will develop guidelines for the award of scholarships. The awarding of faculty stipends will be at the discretion of the Executive Board of Directors without any high school official's determinations.  Member recommendations will be presented to the Executive Board of Directors and considered based on criteria approved by the Executive  Board of Directors. 

2.      Membership, Reunion and Database Committee:

The Association will work to develop a database of all alumni, teachers, and associates of Waltrip High School.  The alumni association website will be, in all intents and purpose, the source of the membership database.  

3.      Communications Committee:

The Association will maintain a website and/or distribute a newsletter on a regular basis to keep the membership informed of scholarship opportunities and awards.

 4.       Legacy Committee:

The Legacy Committee will collect, maintain and display archives of both school and association memorabilia.

Article 9: Fiscal Policy:

Section A: Fiscal year. 

The fiscal year of the Association shall be from January 1 through December 31 of each year. 

Section B: Dues.

The Association shall collect dues from each eligible individual as a requirement for regular voting membership. The Board Chairman shall propose a level of dues annually which shall be approved by a majority vote of the General Board of Directors. Annual Dues will cover membership for twelve months from date dues are paid. Free membership does not include voting rights. 

Section C: Allocation. 

All dues will be deposited in a general fund account and may be used to pay any or all expenses incurred by the Association. Contributions received by the Association for scholarships, may be deposited in the general fund account, or in a separate scholarship fund established for that purpose, and shall be appropriated and used to fund scholarship(s) and pay expenses related to soliciting, collecting and distributing those funds. 

Section D: Compensation. 

Officers, Directors, Committee Members and Class Representatives shall receive no compensation for their services, except for out-of-pocket expenses made on behalf of the Association, with prior approval by the Executive Board of Directors.  Notwithstanding, officers may be paid employees of the corporation and serve at the pleasure of the association and may be terminated, with or without cause by a majority vote of the board of Executive Board of Directors.

Section E: Control. 

The Treasurer shall sign all checks, drafts, loans or other orders for payment of money, notes, and other evidence of indebtedness issued in the name of the Association. If the Treasurer is unavailable, the President may sign in the Treasurer’s place. If at any time the amount of any of the above instruments is greater than $500.00, both the President and Treasurer shall sign the instrument.

 Section F: Audit.

After the various financial records have been closed at the end of the fiscal year, the Treasurer shall obtain an audit of these records. Upon completion of the audit, these records along with the record of the audit will be included in the President’s Financial Review. After elected General Board Members have reviewed and approved the Financial Review report, it will be provided to the Association members either in the Newsletter or by other appropriate means.

Article 10: Reports:

Section A: Program Budget Plan.

 The President will provide a Program Budget Plan by November 1st of each year. The plan will briefly state the expected level of revenue for the coming year and each activity to be undertaken in the coming year and its associated projected cost, e.g., newsletters, 2 per year, $500.00 production and distribution costs. The Executive Board will have until the end of December to review and approve the plan to be presented at the Annual Meeting. The President may restructure and resubmit items for approval, which the Board did not previously approve. 

Section B: Financial Review. 

The President with the assistance of the Treasurer will submit a brief Financial Review by the end of March of each year. The report will include initial and final balance sheets and other necessary financial reports that detail the preceding fiscal year and the audit conducted on them. The President will also recommend the level of dues for the succeeding fiscal year. The General Board will review this submission, approve or reject any recommended dues changes and provide to the President any proposals for strengthening the fiscal operations of the Association. After approval of the Financial Review, it shall be published in the next issue of the newsletter or distributed to members by other means.

 Section C: Committee Annual Reports.

 The various Standing Committees will detail their activities in an annual report due at the Annual Meeting in January of each year.

Article 11: General Provision:

Section A: Contracts. 

Association Officers with approval from the Executive Board and ratified by a majority vote of  the  General Board of Directors shall be authorized to enter into any contract or execute any instrument on behalf of Association exceeding Five Hundred Dollars ($500.00), in the name of the Association. All contracts shall require the signature of at least two Association Officers.  Any purported contract or other obligation not meeting the requirements of the section shall be void “ab initio”.

 Section B: Indemnification.

 Every Director, officer or employee of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be made a party to, or in which he may become involved, by reason of his being or having been a Director, officer, or employee of the Association or any settlement thereof, whether or not he is a Director, officer or employee at the time such expenses are incurred, except in such cases wherein the Director, officer or employee is adjudged liable for negligence or misconduct in the performance of his duties as such Director, officer or employee.

            This paragraph shall not indemnify Directors, officers with respect the following:

A.  Acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of the law.

B.  Any transaction from which the Director, officer or both derived an improper personal benefit.

Section C: Gifts. 

The General Board of Directors or the Officers may accept on behalf of the Association any contribution, gift, bequest or device for the general purpose of or for any special purpose of the Association; and will deposit same into the Treasury.

Article 12: Existence:

Section A: Implementation. 

These By-Laws will be implemented immediately following their approval. These by-laws shall be approved by a majority vote of the members at a regular meeting or if by ballots, a majority vote of those returning ballots.

Section B: Amendment.

                   See Article 6, Sections 1 and 2

Article 13: Dissolution:

Section A: Approval. 

The elected General Board Members must approve a motion to dissolve the Association by a three-fourths majority vote and then send the approved motion to the membership for ratification. Dissolution will be approved if three-fourths (3/4) of the members returning ballots vote in favor of the motion. 

Section B: Implementation. 

Once dissolution has been approved, all liabilities and obligations of the Association will be discharged or adequate provision to discharge them will be made. Any remaining assets will be distributed to any Association or Associations that the elected General Board of Directors determines to be consistent with the Association’s purpose as set forth in Article 2 above and with applicable provisions of law.

Article 14:  Charitable Purpose:

            The Waltrip Alumni Association, Inc. is qualified as a public charitable association under the laws of the State of Texas and the United States Internal Revenue code. Therefore donations received by the Waltrip Alumni Association, Inc. are deductible for income tax purpose to the extent allowable by federal law to the donors.         

 The foregoing was amended and adopted as the By-Laws of the Waltrip Alumni Association, Inc, a corporation organized under the laws of the State of Texas.

IN WITNESS WHEREOF, we, being all the Directors of the WALTRIP ALUMNI ASSOCIATION, INC. have hereunto set our hands this 9th day of January 2014.

                                              ______(Signature of filed copy)____________    

                                                     Dr. Jon Enloe,  President and Director

                                           ___________(Signature of filed copy)________________

                                                     Terry Sutton, Corresponding Secretary and Director

                                           ___________(Signature of filed copy)________________

                                                     Patti Newby, Treasurer and Director

                                           CERTIFICATION

I, the undersigned, do hereby certify:

THAT I am the duly elected and acting recording secretary of the WALTRIP ALUMNI ASSOCIATION, INC. , a Texas Non-Profit Corporation, and,

THAT the foregoing By-Laws constitute the By-Laws of said Association, as fully adopted and amended at the meeting of its Directors, held on the 8^th day of January 2015.  The prescribed majority of Members voting in the affirmative with a motion to ratify duly made and passed.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 8^th  day of January 2015.

                                                                 ________(Signature of filed copy)_________     

                                                              TERRY SUTTON, CORRESPONDING SECRETARY

                                                                 ____________TERRY SUTTON__________

                                                                                               (Printed Name)

=======================================================================

 THE STATE OF TEXAS

COUNTY OF HARRIS

      I, a Notary Public, do hereby certify that on this the 19th day of March, 2015,  personally
appeared before me, Jon Enloe, who being by me first duly sworn, declared that he/she is one of the persons who signed the foregoing document as president/director and that the statements therein contained are true as the act and deed of WALTRIP ALUMNI ASSOCIATION, INC., a Texas non-profit corporation and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed, in the capacity therein stated, and as the act and deed of the said corporation and on behalf of said corporation.

                                                           ____________Signature of filed copy_________________
                                                                             NOTARY PUBLIC IN AND FOR
(SEAL) 

On filed copy                                                        THE STATE OF TEXAS

                                                                            Printed Name: __Maria D. Martinez_____

                                                                                                   ___10__/__14__/_2018__
                                                                                                   My Commission Expires

ARTICLES OF INCORPORATION OF

WALTRIP ALUMNI ASSOCIATION, INC.

A Texas Nonprofit Corporation
Amended February 19, 2011

Section I.

The name of this corporation is: Waltrip Alumni Association, Inc.

Section II.

The duration of this corporation shall be perpetual.

Section III.

A. This corporation is a nonprofit corporation and is not organized for the private gain of any person. It is organized under Texas Nonprofit Corporation Law exclusively for public and charitable purposes. The organization is organized exclusively for charitable, religious, educational, and scientific purposes under section 501 (c) 3 of the Internal Revenue Code, or corresponding section of any future federal tax code.

B. The purposes of this corporation are but not limited to the following:

1) To develop wider public interest and support in Waltrip High School;

2) To save and preserve the rich history of Waltrip High School and the societal contributions of its alumni; and

3) To support scholarship and alumni programs thereby advancing the pride, spirit and tradition of Waltrip High School’s student body.

Section IV.

The name and address in the State of Texas of this corporation’s initial agent for service of process is:

Dr. Jon Enloe

9634 Oak Thicket Drive

Houston, Texas, 77040

Section V.

A.    No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaigns, including the publishing or distribution of statements, on behalf of or in opposition to any candidate for public office.

B. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by an organization exempt from federal income tax under Section 501 (c) 3 of the Internal Revenue Code or successor provision; or (2) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code or successor provision.

C. The property of this corporation is irrevocably dedicated to the public and charitable purposes set forth in Section II, Article A above. No part of the net income or assets of the Corporation shall ever inure to the benefit of any officer or director or trustee or member of the Corporation or to any other private person.

D. The corporation does not and shall not have the power to distribute gains, profits or dividends to the directors or officers of the corporation or to individuals.

E. The corporation shall distribute its income (and principal, if necessary) for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code or successor provision.

F. The corporation shall not engage in any act of self-dealing as defined in Section 494(d) of the Internal Revenue Code or successor provision.

G. The corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code or successor provision.

H. The corporation shall not make any investments in such a manner as to subject it to tax under Section 4944 of the Internal Revenue Code or successor provision.

I. The corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code or successor provision.

Section VI.

Upon the dissolution this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) 3 of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

Section VII.

A. The general management of the affairs of this corporation shall be under the control, supervision and direction of the Board of Directors, as provided in 2005 Texas Code - Business Corporation Act.

B. The personal liability of the directors for monetary damages shall be eliminated to the fullest extent permissible under 2005 Texas Code - Business Corporation Act

C. The corporation is authorized to indemnify the directors of the corporation to the fullest extent permissible under 2005 Texas Code - Business Corporation Act.

Dated:__02/19/2011____                  Signature: __Signature on filed copy_____
                                                                                 Dr. Jon Enloe

Dr. Jon Enloe, Incorporator.   I hereby declare that I am the person who executed the forgoing Articles of Incorporation, which execution is my act and deed.

Dated:__02/19/2011 __                     Signature: ___Signature of filed copy____
                                                                                   Dr. Jon Enloe

                                                           (Printed Name)__Dr. Jon Enloe  _______

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