ARTICLES OF INCORPORATION
OF THE
COASTAL PLAIN LOCAL EMERGENCY
PLANNING COMMITTEE CORPORATION
We, the undersigned natural persons over the age of eighteen (18), acting as incorporators, adopt the following Articles of Incorporation of the Coastal Plain Local Emergency Planning Committee Corporation (referred to as the “Corporation”) under the Texas Non-Profit Corporation Act (referred to as the “Act”):
ARTICLE 1
NAME
The name of the corporation is Coastal Plain Local Emergency Planning Committee Corporation.
ARTICLE 2
NONPROFIT CORPORATION
The Corporation is a nonprofit corporation. Upon dissolution, all of the Corporation’s assets shall be distributed to the State of Texas or an 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 in perpetuity.
ARTICLE 4
PURPOSES
The purposes for which the Corporation is organized are to perform charitable activities within the meaning of Internal Revenue Code Section 501(c)(3) and Texas Tax Code Section 11.18(c)(1). Specifically, the Corporation is organized to carry out for the Aransas, Refugio and San Patricio County Emergency Planning District, those responsibilities required of the local emergency planning committee pursuant to Public Law 99-499, Superfund Amendments and Reauthorization Act of 1986 (SARA), Title III, and related regulations including but not limited to:
1. Development, training and exercising of a hazardous substances emergency response plan for Aransas, Refugio and San Patricio County.
2. Development of procedures for regulated facilities to provide notification to the local emergency planning committee in accordance with SARA Title III.
3. Development of procedures for receiving and processing requests from the public under the community right-to-know provisions of SARA Title III.
4. Providing effective procedures to inform the public under the community right-to-know provisions of SARA Title III.
5. Providing for notification of committee activities.
Also, the Corporation is organized to implement such other and further related activities as may hereafter be legally required by the federal government, the State Emergency Response Commission (SERC), or the County Judges.
POWERS
Except as these Articles otherwise provide, the Corporation has all the powers provided in the Act. Moreover, the Corporation has all implied powers necessary and proper to carry out its express powers. The Corporation may reasonably compensate directors or officers for services rendered to or for the Corporation in furtherance of one or more of its purposes.
ARTICLE 6
RESTRICTIONS AND REQUIREMENTS
The Corporation shall not pay dividends or other corporate income to its 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 relate 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.
ARTICLE 7
MEMBERSHIP
The Corporation shall have no members.
ARTICLE 8
INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the Corporation is 300 N. Rachal, Sinton, Texas 78387. The name of the initial registered agent at this office is William Zagorski.
ARTICLE 9
BOARD OF DIRECTORS
The management of the Corporation is vested in its Board of Directors and such committees of the board that the board may from time to time establish. The bylaws will provide the qualifications, manner of selection, duties, terms, and other matters relating to the Board of Directors.
The qualification, 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 consists of nine persons. The minimum and maximum number of directors shall be set in the bylaws. The number of directors may not be decreased to less than three. The initial Board of Directors shall consist of the following persons at the following addresses:
Terry Simpson William E. Zagorski Sr.
400 West Sinton Street, Room 105 300 N. Rachal
Sinton, Texas 78387 Sinton, Texas 78387
Glenn Guillory Roger Fagan
301 N. Live Oak 808 Commerce
Rockport, Texas 78382 Refugio, Texas 78377
Leroy Moody Fred Nardini
Post Office Box 1382 900 Austin Street
Sinton, Texas 78387 Portland, TX 78374
Bob Blaschke Jim Wehmeyer
P. O. Box JJ P. O. Box CC
Ingleside, Texas 78362 Ingleside, Texas 78362
Bill Hartman
P. O. Box 9911
Corpus Christi, TX 78469
ARTICLE 10
LIMITATION ON LIABILITY OF DIRECTORS
A director is not liable to the Corporation for monetary damages for an act or omission in the director’s capacity as director except to the extent otherwise provided by a statute of the State of Texas.
ARTICLE 11
INDEMNIFICATION
The Corporation may 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 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, 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.
ARTICLE 13
INCORPORATORS
The names and street addresses of the incorporators are:
Terry Simpson
San Patricio County Judge
400 West Sinton Street, Room 105
Sinton, Texas 78387
Glenn Guillory
Aransas County Judge
301 N. Live Oak
Rockport, Texas 78382
Roger Fagan
Refugio County Judge
808 Commerce
Refugio, Texas 78377
ARTICLE 14
ACTION BY WRITTEN CONSENT
Action may be taken by use of signed written consents by the number of directors whose vote would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted. Each written consent must bear the date of signature of each person signing it. A consent signed by less than all of the directors is not effective to take the intended action unless consents, signed by the required number of persons, are delivered to the Corporation within sixty (60) days after the date of the earliest dated consent delivered to the Corporation. Delivery must be made by hand, or by certified or registered mail, return receipt requested. The delivery may be made to the corporation’s registered office, registered agent, principle place of business, transfer agent, registrar, exchange agent, or an officer or agent having custody of books in which the relevant proceedings are recorded. If the delivery is made to the Corporation’s principle place of business, the consent must be addressed to the president or principle executive officer.
The Corporation will give prompt notice of the action taken to persons who do not sign consents. If the action taken requires documents to be filed with the secretary of state, the filed documents will indicate that the written consent procedures have been properly followed.
A telegram, telex, cablegram, or similar transmission by a director or committee member, or photographic, facsimile, or similar reproduction of a signed writing is to be regarded as being signed by the member, director, or committee member.
We execute these Articles of Incorporation on .
Terry Simpson, San Patricio County Judge
Glen Guillory, Aransas County Judge
Roger Fagan, Refugio County Judge