RESTATED ARTICLES OF INCORPORATION
FOR SOUTH RIVER CITY CITIZENS, INC.
ARTICLE ONE
South River City Citizens, Inc., pursuant to Article 4.06 of the Texas Non-Profit Corporation Act (the "Act"), hereby adopts Restated Articles of Incorporation, which accurately copy the Articles of Incorporation and all amendments thereto that are in effect to date and as further amended by such Restated Articles of Incorporation as hereinafter set forth and which contain no other change in any provision thereof.
ARTICLE TWO
The following provisions of the Articles of Incorporation of the Corporation are amended:
Articles 2, 4, 6, 7 and 9.
ARTICLE THREE
Each amendment made by these Restated Articles of Incorporation has been effected in conformity with the provisions of the Texas Non-Profit Corporation Act. These Restated Articles of Incorporation were duly adopted in the following manner:
The restated articles and the amendments made by them were adopted at a meeting of the members held on the day of ___________________ 2002, at which a quorum was present, and the restated articles and the amendments made by the restated articles received at least two-thirds of the votes that members present or represented by proxy were entitled to cast.
ARTICLE FOUR
In conformity with the Act, the Articles of Incorporation and all their amendments and supplements are hereby superseded by the following Restated Articles of Incorporation, which accurately copy the entire text thereof and as amended, and which contain no other changes:
ARTICLES OF INCORPORATION
For
SOUTH RIVER CITY CITIZENS, INC.
We, the undersigned natural persons over the age of eighteen (18), acting as incorporators, adopt the following Articles of Incorporation of South River City Citizens (referred to as the "Corporation") under the Texas Nonprofit Corporation Act (referred to as the "Act").
ARTICLE 1
NAME
The name of the Corporation is South River City Citizens.
ARTICLE 2
NONPROFIT CORPORATION
The Corporation is a nonprofit corporation. No earnings of the Corporation may inure to the benefit of any private shareholder. Upon dissolution of the Corporation 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)(4) for one or more purposes that are exempt under the Texas franchise tax.
ARTICLE 3
DURATION
The period of its duration is perpetual.
ARTICLE 4
PURPOSES
The Corporation is operated exclusively for the promotion of social welfare, to further the common good and general welfare of the people of the community it serves.
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.
ARTICLE 6
RESTRICTIONS AND REQUIREMENTS
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)(4) and related rulings, regulations and procedures.
ARTICLE 7
MEMBERSHIP
The Corporation shall have one class of members, or more than one class of members as provided in the bylaws of the corporation.
ARTICLE 8
INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the Corporation is 1303 Hillside Drive, Austin Texas 78704. The name of the initial registered agent at this address is Granville Clarke Hammond.
ARTICLE 9
MANAGEMENT
Management of the affairs of the Corporation is to be vested in its board of directors, which will be called the Executive Committee. The number of directors must be a minimum of three. The names and addresses of the persons who constitute the initial board of directors/Executive Committee are set forth below:
Insert names and addresses of present directors
ARTICLE 10
CONSTRUCTION
All references in these Articles of Incorporation to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or to their successors, as they may be amended from time to time.
Dated this day of , 2002.
South River City Citizens, Inc.
By: _______________________________
President
_______________________________
Secretary
STATE OF TEXAS
COUNTY OF TRAVIS
Before me, a notary public, on this day personally appeared GRANVILLE CLARKE HAMMOND, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements therein contained are true and correct.
Given under my hand and seal of office this _ day of ________________, 2002.
______________________________
Signature of Notary Public
(Printed or stamped name)
Notary Public, State of Texas