AMENDED ARTICLES OF INCORPORATION OF
THE FRIENDS OF THE LAGO VISTA GOLF COURSES
ARTICLE I: NAME
The name of the nonprofit corporation is the Friends of the Lago Vista Golf Courses (FLVGC)
ARTICLE II: MISSION
The corporation is a non-profit charitable organization established to maintain relations between the Lago Vista golf courses and the citizens of Lago Vista.The corporation exists for the purpose of assisting the Lago Vista golf courses’ operation and maintenance through funding projects and events beneficial to the courses and the Lago Vista community.
ARTICLE III: DURATION
The period of its duration is perpetual.
ARTICLE IV: PURPOSES
Section 1.The corporation is organized exclusively for charitable, educational and environmental purposes including promoting the excellence in facilities and course amenities, expanding public awareness, and to fund programs and related activities that enhance the services of the Lago Vista golf courses, including, but not limited to, working with the City of Lago Vista and other organizations.
Section 2.To further such objects and purposes, the corporation shall have and may exercise, without limitation, the power to solicit, collect, receive and pay our donations to serve a purpose of the association, conduct promotional purposes, and provide resources and enhanced facilities.No part of the net earning of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons except the association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Article IV.No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.The corporations activities and
programs supporting the Lago Vista golf courses will be coordinated with the course management and expenditure of association funds shall be limited to the purposes authorized in Article IV and for the promotion and development of the courses services, the acquisition of materials and resources, physical improvements of the buildings and grounds of the course and other authorized purposes of the corporation that are consistent with the purposes, plans, and functions of the courses.
Section 3.The Articles on Incorporation may be amended at any regular meeting of the corporation or at any called meeting by two-thirds vote of those present; the proposed changes posted for their reading fifteen (15) days prior to the meeting for this purpose.Members may be notified of a called meeting by the posting of notices stating the purpose of the meeting on the FLVGC bulletin board, through notification by telephone, mail, or internet networks.
Section 4. Bylaws may be adopted, amended, or repealed at any regular or called meeting of the membership/governing committee by a majority of those present.
ARTICLE V: LOCATION
The street address of the corporation is 4616 Rimrock Drive, Lago Vista, Texas 78645.
ARTICLE VI: GOVERNANCE
Section 1.All powers of the Friends of the Lago Vista Golf Courses shall be vested in a Board of Officers prescribed in the Bylaws and elected by the general membership of the corporation.The Officers shall serve for the term prescribed in the Bylaws.The number of officers may be increased or decreased from time to time by amendment of the Bylaws.
Section 2.The initial Board of Officers shall consist of four members that were duly elected at a general meeting of FLVGC participants on 8 June 2011, and whose names and addresses are:
1.James Speckmann, 3704 Bunyan Circle, Lago Vista, Texas 78645
2.Chris Shive, 4715 Turnback, Lago Vista, Texas78645
3.Dwaine Cotton, 3403 Ross Lane, Lago Vista, Texas78645
4.Pat Bernhard, 20909-B Nimitz, Lago Vista, Texas78645
All net monies arising from the operation of the corporation shall be maintained and paid solely for the betterment of the Lago Vista golf courses.However, the Board of Officers may allocate such reasonable amount of monies as they deem necessary for the administrative expenses of the corporation.
Upon the dissolution of the corporation and after all liabilities and obligations of the corporation have been paid, satisfied and discharged, the remaining assets shall be distributed to one or more organizations in Lago Vista, Texas as described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provisions of any subsequent federal tax laws).
In accordance with Section 501©(3), Internal Revenue Code of 1986, as amended, and regardless of any other provisions of this Constitution or the laws of the State of Texas, the corporation (a) shall not permit any part of the net earnings of the association to inure to the benefit of any private individual (except that reasonable compensation may be paid for personal services rendered to or for the association in effecting one or more of its purposes: (b) shall not devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise; (c) shall not participate in, or intervene in any political campaigning on behalf of any candidate for public office; and (d) shall not attempt to influence the outcome of any election for public office or to carry on, directly or indirectly, and voter registration drive.
ARTICLE X:LIMITATION OF LIABILITY
Section 1.The personal liability is hereby eliminated entirely of an officer to the corporation for monetary damages for breach of duty of care or other duty as a officer; provided that such provision shall not eliminate or limit the liability of a officer: (i) For any appropriation, in violation of their duties, of any business opportunity of the corporation; (ii) For acts or omissions which involve intentional misconduct or a knowing violation of laws; (iii) For the types of liability set forth in Tex. Rev Civ. Stat. Ann. Art 1396-2l26; (iv) For liability for willful conflict of interest transaction; or (v) For any transaction from which the officer received an improper personal benefit.
Section 2.Any repeal or modification of the provisions of the Articles shall be prospective only, and shall not adversely affect any limitation on the personal liability of a officer of the corporation with respect to any act or omission occurring prior to the effective date of such repeal or modification, and must be approved by 80% of the officers present at a duly noticed meeting with a quorum present.In the event of any amendment of the Texas Non-profit Corporation Act to authorize the further elimination or limitation of liability of officers, then the liability of an officer of the corporation hall be limited to the fullest extent permitted by the amended Texas Non-profit Corporation Act, in addition to the limitation on personal liability provided herein.
Section 3.In the event that any provision of the Article (including a clause) is held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions are servable and shall remain enforceable to the fullest extent permitted by law.
Section 1.The corporation shall have all the rights and powers customary and proper for tax exempt nonprofit corporation, including the powers specifically enumerated in Tex Rev. Civ. Stat. Ann. Art. 1396-2.02.
Section 2.Notwithstanding any other provisions of the Articles of Incorporation, the corporation shall not carry on any activities not permitted to carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or by a corporation to which contributions are deductible under Section 170 of the internal Revenue Code (or the corresponding provisions of any future United States internal revenue law).
ARTICLE XII: AUTHENTICATION
IN WITNESS WHEREOF, the undersigned have executed these Articles ofIncorporation on this _______ day of ________________, 2011.
James R Speckmann, President
Chris Shive, Vice-president
Dwaine Cotton, Secretary
Pat Bernhard, Treasurer