Articles of Incorporation

ARTICLES OF INCORPORATION of the TEXOMA CRAFT BEVERAGE ALLIANCE FOUNDATION (TCBAF)

JUNE 16, 2015

ARTICLE 1

NAME

The name of the Corporation is TEXOMA CRAFT BEVERAGE ALLIANCE FOUNDATION.

ARTICLE 2

DISSOLUTION

This is a nonprofit corporation. Upon dissolution, all of the Corporation’s assets shall be distributed to the Grayson College Foundation or, in the event the Grayson College Foundation no longer exists, to a Texoma Region organization exempt from taxes under Internal Revenue code Section 501(c)(3) for one or more purposes that are exempt under the Texas franchise tax.

ARTICLE 3

DURATION

The Corporation shall continue until dissolved as provided by law.

ARTICLE 4

PURPOSES

The Texoma Craft Beverage Alliance Foundation is to promote the craft beverage industry in the Texoma Appellation and to represent a unified alliance with common marketing, governmental, and educational goals.

ARTICLE 5

POWERS

Except as otherwise provided in these Articles, the Corporation shall have all of the powers provided in the Act. Moreover, the Corporation shall have all implied powers necessary and proper to carry out its express powers. The Corporation may pay reasonable compensation to officers for services rendered to or for the Corporation in furtherance of one of more of its purposes set forth above.

ARTICLE 6

Restrictions and Requirements

The Corporation shall not pay dividends or other corporate income to its members, directors, or officers or otherwise accrue distributable profits or permit the realization of private gain. The Corporation shall have no power to take any action prohibited by the Act.

The Corporation shall have no power to take any action that would be inconsistent with the requirements for a tax exemption under Internal Revenue Code Section 501(c)(3) and related regulations, rulings, and procedures. The Corporation shall have no power to take any action that would be inconsistent with the requirements for receiving tax deductible charitable contributions under Internal Revenue Code Section 170(c)(2) and related regulations, rulings, and procedures. Regardless of any other provision in these Articles of Incorporation or state law, the Corporation shall have no power to:

  1. Engage in activities or use its assets in manners that are not in furtherance of one or more exempt purposes, as set forth above and defined by the Internal Revenue code and related regulations, rulings, and procedures, except to an insubstantial degree.
  2. Serve a private interest other than one that is clearly incidental to an overriding public interest.
  3. Devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise, except as provided by the Internal Revenue Code and related regulations, rulings, and procedures.
  4. Participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office. The prohibited activities include the publishing or distributing of statements and any other direct or indirect campaign activities.
  5. Have objectives that characterize it as an “action organization” as defined by the Internal Revenue code and related regulations, rulings, and procedures.
  6. Distribute its assets on dissolution other than for one or more exempt purposes; on dissolution, the Corporation’s assets shall be distributed to the state government for a public purpose, or to an organization exempt from taxes under Internal Revenue Code Section 501(c)(3) to be used to accomplish the general purposes for which the Corporation was organized.
  7. Permit any part of the net earnings of the Corporation to inure to the benefit of any private shareholder or member of the Corporation or any private individual.
  8. Carry on an unrelated trade or business except as a secondary purpose related to the Corporation’s primary exempt purposes. This nonprofit Corporation does not sell alcohol or alcoholic beverages.

The Corporation shall make distributions at such times and in such manners as to avoid the tax under Internal Revenue Code Section 4942. The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d). The Corporation shall not retain excess business holdings as defined in Section 4943(c). The Corporation shall not make any investments that would subject it to the tax described in Section 4944. The Corporation shall not make any taxable expenditures as defined in Section 4945(e).

ARTICLE 7

Membership

The Corporation shall have one or more classes of members as provided in the Bylaws of the Corporation.

ARTICLE 8

Registered Office and Agent

The street address of the registered office of the Corporation is 6101 Grayson Drive, Denison, Texas 75020. The name of the initial registered agent at this office is Jeremy McMillen.

ARTICLE 9

Board of Directors

The qualifications, manner of selection, duties, terms, and other matters relating to the Board of Directors (referred to as the “Board of Directors”) shall be provided in the Bylaws. The Board of Directors shall consist of seven (7) persons. The number of directors may be increased or decreased by amendment of Bylaws. In electing directors, members shall not be permitted to cumulate their votes by giving one candidate as many votes as the number of directors to be elected or by distributing the same number of votes among any number of candidates.

ARTICLE 10

Limitation on Liability of Directors

A director is not liable to the Corporation or its members for monetary damages for an act or omission in the director’s capacity as such, except that this Article does not eliminate or limit the liability of a director for:

  1. A breach of such director’s duty of loyalty to the Corporation;
  2. An act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law;
  3. A transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office;
  4. An act or omission for which the liability of a director is expressly provided by statute; or
  5. An act related to an unlawful stock repurchase or payment of a dividend.

ARTICLE 11

Indemnification

The Corporation may indemnify a person who was, is, or is threatened to be made a defendant or respondent in litigation or other proceedings because the person is or was a director or other person related to the Corporation, as provided by the provisions in the Act governing indemnification. As provided in the Bylaws, the Board of Directors shall have the power to define the requirements and limitations for the Corporation to indemnify directors, officers, members, or others related to the Corporation.

ARTICLE 12

Construction

All references in these Articles of Incorporation to statutes, regulations or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time.
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