Good Shepherd Episcopal Church
Kingwood, Texas
 
 
Parish Handbook - Good Shepherd School Articles of
                                        Incorporation

(Please note: Signed copy of this document
is maintained in the church archives.)


ARTICLES OF INCORPORATION OF

Good Shepherd Episcopal School, Kingwood, Texas

The undersigned natural person, of the age of eighteen (18) years or more, acting as incorporator of, Good Shepherd Episcopal School, Kingwood, Texas, a corporation under the Texas Non Profit Corporation Act, does hereby adopt the following Articles of Incorporation for such corporation (the "Corporation"):

ARTICLE I.

The name of the Corporation is Good Shepherd Episcopal School, Kingwood, Texas

ARTICLE II.

The Corporation is a non profit corporation.

ARTICLE III.

The period of the Corporation's duration is perpetual.

ARTICLE IV.

The Corporation is organized and shall be operated and administered exclusively for religious, charitable, scientific, literary and educational purposes, and the definition of such purposes shall be the same as the definition of such purposes used in connection with Section 501(c)(3) of the Internal Revenue Code of 1986 or corresponding provisions of subsequent federal tax laws (the "Code"). In the accomplishment of such purposes, the Corporation shall operate an Episcopal school to be known as Good Shepherd Episcopal School, Kingwood, Texas, sponsored by The Episcopal Church of the Good Shepherd, Kingwood, Texas; or, in the event of the dissolution of The Episcopal Church of the Good Shepherd, Kingwood, Texas, or the termination of its status as a church in union with the Episcopal Diocese of Texas (the "Diocese of Texas"), any Parish or Mission in union with the Diocese of Texas which may be designated by the Bishop of the Diocese of Texas (the "Bishop") as its successor (herein called "the Sponsor").

In the accomplishment of such purposes and subject to the terms and conditions hereof, the Corporation shall (a) recognize and accede to the authority of the Constitution and Canons of the Diocese of Texas (as the same now exist or may be amended from time to time hereafter, the "Constitution and Canons"), to the extent the same are applicable to the Corporation and do not cause the Corporation to be operated for purposes other than those described in Section 501(c)(3) of the Code and (b) engage in the business of conducting, operating and administering a school to provide students of all race, creed and ethnic backgrounds with a stimulating environment for learning in order to assist them to achieve their highest potential. In pursuit of the foregoing purposes, the Corporation may (a) receive personal property and use and apply the income therefrom and the principal thereof for the above purposes; (b) receive real property, title to which shall be vested in accordance with the Constitution and Canons; and (c) undertake any other act or action permitted by the Texas Non Profit Corporation Act, as now enacted or as the same may be amended (the "Act").

Subject to the foregoing, the Corporation shall be a separate legal entity with sole authority and responsibility for its own policies, procedures, personnel, books and accounts. Absent an express written agreement to the contrary duly authorized, executed and delivered by the party intending to be bound thereby, neither the Sponsor, the Diocese of Texas, any affiliate of the Diocese of Texas, the Bishop nor any officer, employee or agent of the Sponsor, the Diocese, or any affiliate of the Diocese of Texas shall be liable for the obligations, liabilities, acts or omissions of the Corporation, members of its Board of Directors, officers, employees or agents. The term "affiliate" shall mean any entity or person or any combination of entities or persons, directly or indirectly, controlling, under common control with or controlled by the Diocese of Texas.

ARTICLE V.

The street address of the initial registered office of the Corporation is:

3203 W. Alabama
Houston, Texas 77098

The name of its initial registered agent at such address is:

Ronald D. Null, Business Manager of the Episcopal Diocese of Texas

ARTICLE VI.

The Corporation shall have one "Member" as that term is used in the Act. The Member shall be the Sponsor.

ARTICLE VII.

The group of persons vested with the management of the affairs of the Corporation shall be the Board of Directors (the "Board of Directors").

The number of members of the initial Board of Directors (collectively, the "Directors" and singularly, a "Director") shall be twelve (12), plus the Rector or Priest-in-Charge, as the case may be, of the Sponsor; provided, that if the office of Rector, Priest-in-Charge of the Sponsor is vacant, the Senior Warden or Bishop's Warden, as the case may be, of the Sponsor.

Each member of the Board of Directors shall be 18 years of age or older. With the exception of the "ex-officio Director" as herein defined, each member of the Board of Directors (singularly, a "regular member" and collectively, the "regular members") shall serve until expiration of such regular member's term of office stated in Article VIII. At or prior to each annual meeting of the Governing Body of the Sponsor or the second Monday of each February thereafter, whichever occurs first, one-third of the regular members shall be elected or selected for full terms of office of three years each and any then existing vacancies shall be filled. A regular member whose term of office expires may be eligible for re-election or re-selection; provided, that, unless the Bylaws duly adopted by the Corporation in accordance with the Act (the "Bylaws") expressly provide to the contrary, a regular member shall be eligible for re-election or re-selection only upon the expiration of one year following the end of such regular member's full three-year term. The election or selection of the Directors shall be in accordance with the other provisions of these Articles of Incorporation. The Rector or Priest in Charge, as the case may be, of the Sponsor shall be an ex-officio member of the Board of Directors (the "ex-officio Director"). The ex-officio Director shall preside over meetings of the Board of Directors, or, if unable to attend a meeting of the Board of Directors, shall designate a member of the Sponsor Directors to preside.

At all times, sixty (60%) percent or more (the "minimum percentage") of the regular members of the Board of Directors shall be enrolled communicants in good standing of the Sponsor (collectively, the "Sponsor Directors" or singularly a "Sponsor Director"). The Sponsor Directors shall be chosen by the Governing Body, herein defined, of the Sponsor. The minimum percentage may be revised upward or downward from time to time by the Governing Body of the Sponsor; provided, that such percentage shall never be less than sixty (60%) percent. The resolution of the Governing Body of the Sponsor adopting such change in the minimum percentage shall also (a) identify any Director (whether Sponsor Director or Special Director, herein defined, but excluding the ex officio Director) whose office, as Director, may be terminated, (b) elect or select the new Director, if any, to fill any vacancy created by the change in the minimum percentage, and (c) subject to the other terms hereof, designate the term of office of the new Director. Any Director may participate in proceedings and vote on matters relating to change in the minimum percentage, termination of the office of any Director (excluding the ex-officio Director) and the election or selection of any new Director, including matters relating to termination of such Director's office.

Directors, if any, other than Sponsor Directors shall be referred to herein collectively as the "Special Directors" or singularly as a "Special Director". Subject to the other provisions of these Articles of Incorporation, Special Directors may have such qualification and shall be elected or selected in such manner and for such term of office as may be established from time to time by the Governing Body of the Sponsor.

Except as expressly provided to the contrary in the Constitution or Canons, these Articles of Incorporation or the Bylaws, in that order of priority, the Sponsor Directors, the Special Directors and the ex-officio Director shall have the same rights, powers, duties and responsibilities, the sole distinction being the manner of selection or election of such Directors.

Subject to the other terms hereof, a duly elected or selected Director shall hold office until such Director's successor shall have been duly elected or selected and qualified.

The term "Governing Body" shall mean "Vestry" in the case of a Parish and "Bishop's Committee" in the case of a Mission. The terms "Parish" and "Mission" shall have the meanings ascribed to them in the Constitution and Canons.

ARTICLE VIII.

The names and street addresses of the persons who are to serve as the initial members of the Board of Directors of the Corporation, the designation of each as a Sponsor Director or a Special Director, if applicable, and ex-officio Director, and the expiration date of the term of office of each, are:

Expiration
Name Address Designation Of Term

Dennis G. Fotinos 3803 Deer Falls Sponsor Director Ex-officio
Kingwood, TX 77345

Edie Cherubino 3518 Valley Haven Sponsor Director 2003
Kingwood, TX 77339

Stephanie Kelly 2930 Creek Manor Sponsor Director 2003
Kingwood, TX 77339

Kimberly Luck 2406 Sandy Grove Ct. Sponsor Director 2004
Kingwood, TX 77345

Michelle McPeak 3620 Whispering Brook Sponsor Director 2002
Kingwood, TX 77345

Maureen Wheatley 4914 Echo Falls Sponsor Director 2003
Kingwood, TX 77345

Richard Wylot 2330 Lochmere Way Sponsor Director 2003
Kingwood, TX 77345

Kim Lastoczy 3003 Brook Shore Ct. Special Director 2002
Kingwood, TX 77345

Nancy Schorr 4706 Breezy Point Sponsor Director 2002
Kingwood, TX 77345

Lonnie Haynes 6003 Elk Canyon Sponsor Director 2002
Kingwood, TX 77345

Robert Dillard 2111 River Falls Sponsor Director 2004
Kingwood, TX 77339

Vacant

Subject to the foregoing and other provisions of these Articles of Incorporation, at any time and from time to time, vacancies in the office of a member of the Board of Directors shall be filled, and members of the Board of Directors may be removed from office, by majority vote of the Governing Body of the Sponsor acting in accordance with procedures established by such Governing Body.

ARTICLE IX.

The name and street address of the incorporator is:

Name Address

Arthur G. Nolting 2026 Parkdale Drive
Kingwood, TX 77339
 

ARTICLE X.

If any provision of these Articles of Incorporation or the Bylaws be held invalid or unenforceable in any respect, the validity of the remaining provisions shall remain valid and enforceable.

ARTICLE XI.

The power to amend, modify or restate these Articles of Incorporation shall be as provided in the Act; provided, that no such amendment, modification or restatement shall become effective unless and until the same shall have been (a) approved by at least the affirmative two-thirds (2/3rds) vote of the members of the Governing Body of the Sponsor present and voting at a regular or special meeting of such Governing Body; (b) approved in writing by the Bishop, or, if the office of Bishop is vacant, by the Ecclesiastical Authority of the Diocese of Texas; and (c) evidenced in writing by appropriate instrument filed for record in any manner provided or permitted by the Act.

ARTICLE XII.

No member of the Board of Directors shall be liable to the Corporation for monetary damages for an act or omission in such member's capacity as a member of the Board of Directors, except that this Article does not eliminate or limit the liability of such member for:

(1) A breach of such member's duty of loyalty to the Corporation;

(2) An act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law;

(3) A transaction from which such member received an improper benefit, whether or not the benefit resulted from an action taken within the scope of such member's office;


(4) An act or omission for which the liability of such member is expressly provided for by statute; or

(5) An act related to an unlawful stock repurchase or payment of a dividend.

ARTICLE XIII.

Each member of the Board of Directors and each employee, officer or agent of the Corporation, and any other person while serving at the request of the Corporation, may be indemnified by the Corporation for any act or omission in such person's capacity as a member of the Board of Directors or officer, employee or agent of the Corporation, as the case may be, or as a person serving at the request of the Corporation, or its unincorporated predecessor, in the manner and to the maximum extent provided in the Act.

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; provided, however, that in any event reasonable compensation may be paid for personal services rendered to or for the Corporation affecting one or more of its purposes;

(2) Devote any part of its activities to attempting to influence legislation by propaganda or otherwise;

(3) Participate in, or intervene in, including the publication or distribution of statements, any political campaign on behalf of any candidate for public office; or

(4) Attempt to influence the outcome of any specific public election or to carry on, directly or indirectly, any voter registration drives.

ARTICLE XV.

Upon the dissolution of the Corporation, the assets of the Corporation remaining after payment or provision for payment of the Corporation's liabilities has been made shall be distributed exclusively to the following in the stated order of priority, but only if the potential recipient is an organization described in Section 501(c)(3) of the Code at the time of receipt of such distributions:

(a) The Protestant Episcopal Church Council of the Diocese of Texas, a Texas Non-Profit Corporation, if it exists and accepts the same;

(b) An organization designated in writing by the Bishop, if it accepts the same; or

(c) If the entities stated in (a) and (b) fail or refuse to act pursuant to such subsections within a reasonable time, which shall never be less than one hundred twenty (120) calendar days, an organization which is designated or approved, after due notice and hearing, by a court of competent jurisdiction.

ARTICLE XVI.

The following terms shall have the meanings given in the indicated sections or as defined below:

"Act" is defined in Article IV.
"Affiliate" is defined in Article IV.
"Bishop" is defined in Article IV.
"Bishop's Committee" has the meaning ascribed to it in the Constitution and Canons.
"Board of Directors" is defined in Article VII.
"Bylaws" are defined in Article VII.
"Code" is defined in Article IV.
"Constitution and Canons" is defined in Article IV.
"Corporation" is defined in the first paragraph of these Articles.
"Ecclesiastical Authority" has the meaning ascribed to it in the Constitution and Canons.
"Episcopal Diocese of Texas" is defined in Article IV.
"Elected member" is defined in Article VII.
"Ex officio Director" is defined in Article VII.
"Governing Body" is defined in Article VII.
"Member" is defined in Article VI.
"Mission" has the meaning ascribed to it in the Constitution and Canons.
"Parish" has the meaning ascribed to it in the Constitution and Canons.
"Priest in Charge" has the meaning ascribed to it in the Constitution and Canons.
"Rector" has the meaning ascribed to it in the Constitution and Canons.
"Special Director" is defined in Article VII.
"Sponsor" is defined in Article VII.
"Sponsor Director" is defined in Article VII.
"Director" is defined in Article VII.
"Vestry" has the same meaning ascribed to it in the Constitution and Canons.

IN WITNESS WHEREOF, we have hereunto set our hands this _ day of
, 2002.



_______________________________________
Name: Arthur G. Nolting,
INCORPORATOR

Approved on the __ day of
____ , 2002:


_____________________________________________________________
The Right Reverend Claude E. Payne
Bishop of the Episcopal Diocese of Texas