A R T I C L E S O F I
N C O R P O R A T I O N
The name of the corporation is HER DOMAIN OF AUSTIN, INC.
ARTICLE II - NONPROFIT CORPORATION
The Corporation is a non-profit corporation as defined under the laws of the State of Texas.
ARTICLE III - DURATION
The duration of the Corporation shall be perpetual, unless dissolved according to law and in accordance with these Articles of Incorporation.
ARTICLE IV - PURPOSES
The Corporation is organized and will be operated exclusively for religious, charitable, scientific, literary and educational purposes within the meaning of section 501(c)(3) of the Code. Without limiting the foregoing, and in accomplishment of such purposes, the Corporation shall (i) provide education and training to women trying to return to the workforce, (ii) provide seminars and mentor based programs focusing on women in high tech industries, (iii) provide support for members searching for jobs through interview training, recruiting seminars, resume workshops and other similar events, (iv) provide low cost computer classes and instruction to support necessary skills for employment for high tech industries, (v) partner and cooperate with other women's organizations to reach more women in need of training, and (vi) perform such other functions as may be necessary or appropriate to fulfill the purposes of the Corporation. The broadest discretion is vested in and conferred upon the board of directors for the accomplishment of these purposes, provided, however, that no contributions shall be made or distributed to or from any person, firm, corporation or other entity that shall apply, directly or indirectly, such contributed funds for any purpose or purposes in violation of the statutes of the United States or the State of Texas.
ARTICLE V - POWERS
Except as otherwise provided by these Articles of Incorporation, the Corporation has any and all powers afforded nonprofit corporations under the Act. Moreover, the Corporation has any and 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 its purpose.
ARTICLE VI - MEMBERSHIP
The Corporation may have members within the meaning of the Act.
ARTICLE VII - INITIAL REGISTERED OFFICE AND AGENT
The street address of the Corporation's initial registered office is 3403A Elija Street, Austin, Texas 78745, and the name of the initial registered agent at such address is Donna Kidwell.
The management of the Corporation is vested in its Board of Directors (the "Board") and such committees of the Board that the Board may, from time to time, establish. The bylaws of the Corporation will set forth the qualifications, manner of selection, duties and terms of the Board, and any other matters relating to the Board of Directors.
The initial Board will consist of the following persons at the following addresses:
The number of directors may be increased or decreased by adopting or amending the Corporation's bylaws, provided that the number of directors may not be decreased to fewer than three (3).
ARTICLE IX - LIMITATION ON LIABILITY OF DIRECTORS
Except as otherwise provided by a Texas statute a director is not liable to the Corporation for monetary damages for any act or omission by the director in the director's capacity as director.
ARTICLE X - INDEMNIFICATION
To the extent permitted by the Act, the Corporation may indemnify any person who was, is, or is threatened to be made a named defendant or respondent in litigation or other proceedings because of the person's relationship with the Corporation.
As set forth in the bylaws of the Corporation, the Board may define the requirements and limitations of the indemnification of directors, officers or others related to the Corporation by the Corporation.
Regardless of any other provision 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; and
(3) participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
Upon the dissolution of the Corporation, the Corporation shall pay or make provision for payment of its liabilities, and any assets remaining after such payment or provision for payment shall be distributed only for tax exempt purposes to one or more organizations which are exempt under Section 501(c)(3) of the Code, or its successor statute, or which are described in Section 170(c)(1) or (2) of the Code, or its successor statue, pursuant to a plan of distribution adopted in accordance with the Act.
ARTICLE XIII - ACTION BY WRITTEN CONSENT
Action may be taken by use of signed written consents by the number of directors, or committee members 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 fewer than all of the directors, or committee members 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, principal 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 delivery is made to the Corporation's principal place of business, the consent must be addressed to the president or principal executive officer.
The Corporation will give prompt notice of the action taken to persons who do not sign consents. If the action requires documents to be filed with the secretary of state, the filed documents will state 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 director, or committee member.
As used in these Articles of Incorporation, the term "Code" refers to the Internal Revenue Code of 1986, as amended, and future corresponding revenue laws of the United States. Any references to statutes, regulations, or other sources of legal authority refer to the authorities cited, or their successors, as they may be amended from time to time.
ARTICLE XV - INCORPORATORS
The name and street address of the incorporator is:
Dathan C. Voelter
SIGNED on the ______ day of December, 2000.
THE STATE OF TEXAS §
a notary public, do hereby certify that on this ______ day of December,
2000, personally appeared before me Dathan C. Voelter, who being by
me first duly sworn, declared that he is the person who signed the foregoing
document as the incorporator and that the statements herein contained
My Commission expires: