HomeMy WebLinkAboutArticles of Incorporation of Westlake Academy ARTICLES OF INCORPORATION
Of
WESTLAKE ACADEMY
We, the undersigned natural persons,of the age of eighteen(18)years or more, acting on behalf
of and as directed by the Town of Westlake,Texas(the"Town"),as the incorporators of a
nonprofit corporation(the"Corporation")created under the Texas Non-Profit Corporation Act,
TEX.REV. CIV. STAT.ANN.Art. 1396(Vernon 1997),as amended(the"Texas Non-Profit
Corporation Act"),do hereby adopt the following Articles of Incorporation for the corporation
("Corporation"):
ARTICLE I
The name of the Corporation is "Westlake Academy."
ARTICLE II
The Corporation is a nonprofit corporation created under the Texas Non-Profit Corporation Act.
ARTICLE III
The duration of the Corporation is perpetual(subject to dissolution according to law as provided
in these Articles of Incorporation).
ARTICLE IV
The purpose of the Corporation is to act on behalf of the Town as its duly constituted authority
and instrumentality and,in connection therewith,to exercise all powers and authority granted,
under the Texas Non-Profit Corporation Act and other applicable law.
ARTICLE V
The Corporation shall have no members and is a nonstock corporation.
ARTICLE VI
The street address of the initial registered office of the Corporation is 3 Village Circle, Suite 207,
Westlake,Texas 76262,and the name of the initial registered agent at that address is Scott
Bradley.
ARTICLE VII
All powers and authority of the Corporation shall be vested in a board of directors(the 'Board"),
subject to limitations imposed by law or otherwise,each member of which shall be appointed by
resolution of the governing body of the Town.The number of directors and their terms of office
shall be fixed by the bylaws of the Corporation consistent with the Texas Non-Profit Corporation
Act. The directors shall serve without compensation,except that they shall be entitled to
reimbursement for the actual expenses they incur in the performance of their official duties.
ARTICLE VIII
The number of directors constituting the initial Board shall be six.The respective names and
addresses of the initial directors, are as follows:
Name of Initial Director Address
1 Scott Bradley 10 Paigebrooke Lane
Westlake,TX 76262
2 Fred Held 4105 Aspen Lane
Westlake, TX 76262
3 Don Redding 5925 Janet Court
Westlake,TX 76262
4 Larry Sparrow 4035 Aspen Lane
Westlake,TX 76262
5 Buddy Brown 13298 Thornton Drive
Westlake,TX 76262
6 Bill Frey 5924 Janet Court
Westlake,TX 76262
ARTICLE IX
The respective names and street addresses of the incorporators,each of whom is a citizen of the
State of Texas and at least 18 years of age,are as follows:
Name of Incorporator Address
1 Scott Bradley 10 Paigebrooke Lane
Westlake,TX 76262
2 Fred Held 4105 Aspen Lane
Westlake,TX 76262
3 Don Redding 5925 Janet Court
Westlake,TX 76262
4 Larry Sparrow 4035 Aspen Lane
Westlake, TX 76262
5 Buddy Brown 13298 Thornton Drive
Westlake,TX 76262
6 Bill Frey 5924 Janet Court
Westlake,TX 76262
ARTICLE X
On February 12,2001 the governing body of the Town duly adopted a resolution ordering the
creation of the Corporation,authorizing the Corporation to act on behalf of the Town as its duly
constituted authority and instrumentality,and approving the form of these Articles of
Incorporation.
2
ARTICLE XI
These Articles of Incorporation and/or the Bylaws of the Corporation may be amended from time
to time by a majority vote of the entire membership of the Board with the approval of the
governing body of the Town. Neither the Corporation's initial bylaws nor any amendment thereof
shall take effect until approved by the governing body of the Town.
ARTICLE XII
No dividends shall be paid by the Corporation and no part of its earnings shall be distributed to or
inure to the benefit of the Corporation's directors or officers or to any private person,firm,
corporation, or association except in reasonable amounts for services rendered.
ARTICLE XIII
To the extent permitted by law,the governing body of the Town, in its discretion and without any
action by the Board,may at any time change the structure,organization,programs,or activities of
the Corporation or may dissolve the Corporation.If the Board determines that the Corporation's
purposes have been substantially accomplished,and all of the Corporation's debts and claims
have been satisfied, or satisfaction thereof has been provided for,the Board shall,upon approval
by the governing body of the Town,dissolve the Corporation.Any dissolution of the Corporation
shall be subject to any limitations on the impairment of contracts prescribed by the respective
constitutions and other applicable law of the United States of America and the State of Texas.If
the Corporation is dissolved when it has,or is entitled to,any interest in any funds or other
property of any kind(real,personal,or mixed),the interest shall not be transferred to private
ownership but shall be transferred and delivered to the Town(after satisfaction or provision for
satisfaction of the Corporation's debts and claims has been made).
ARTICLE XIV
Regardless of any other provisions of these Articles of Incorporation or the laws of the State of
Texas, the Corporation shall not:
(1)permit any part of the net earnings of the Corporation to inure to the benefit of any private
individual(except that reasonable compensation may be paid for personal services rendered to or
for the Corporation affecting one or more of its purposes);
(2)devote more than an insubstantial part of its activities to attempting to influence legislation
by propaganda or otherwise;or
(3)participate in, or intervene in(including the publication or distribution of statements),any
political campaign on behalf of any candidate for public office.
IN WITNESS WHEREOF,we have executed these Articles of Incorporation on this 12th day of
February,2001.
�
Fred d, corporator
4
on Redding,Inc rporator
JSparrow,Incorporator
Budrown,Incorporator
Bi y,I corporator
Scott Bradle Incorporator
ARTICLES OF INCORPORATION—Page 4
STATE OF TEXAS '
COUNTY OF TARRANT '
I,the undersigned,a Notary Public of the State of Texas, certify that on this 120'day of February,
2001,personally appeared before me SCOTT BRADLEY,FRED HELD,DON REDDING, LARRY
SPARROW,BUDDY BROWN, and BILL FREY who, being by me first duly sworn, severally declared
that they are the persons who signed the foregoing document as incorporators and that the statements
therein contained are true.
IN WITNESS WHEREOF,I have hereunto set my hand and seal the date and year above written.
/j"-'A-
NotaryAlblic, State of Tex
V-r[SEAL]
Ginger Crosswy
My Commission Expires: 'Z�'fdZ d `�
GINGER GROSSWY
* Notary Public
e� STATE OF TEXAS
My Comm.Exp.02/2212004
ARTICLES OF INCORPORATION—Page 5