ARTICLES OF INCORPORATION
OF
Java Metroplex Users Group
JavaMUG is not incorporated.
The following Articles of Incorporation are only a proposal that has been set forth before
the JavaMUG membership, and have not been filed with any state.
Note: On August 25th, 2005 this document was edited to remove explicit reference to JavaMUG as a legal corporation or as a legal non-profit. This was done because it is illegal to do so prior to actual Incorporation. Edits were also made to complete the intent that the by-laws apply as an association or future incorporation. No other material changes were made to this document. -- Changes certified by majority vote on (Date TBD) and Approved by the membership on (Date TBD).
The undersigned natural person over the age of eighteen (18), acting as an association, adopts the following Articles for Java Metroplex Users Group:
ARTICLE ONE
NAME
The name of the association is Java Metroplex Users Group (the "Association"). The group may also be referred to as the "JavaMUG" or "Dallas Java Users Group".
ARTICLE TWO
NONPROFIT CORPORATION
The Association is NOT currently a nonprofit corporation.
ARTICLE THREE
DURATION
The period of its duration is perpetual.
ARTICLE FOUR
PURPOSES
The Association is organized pursuant to the possible future Texas Nonprofit Corporation Act. The purposes for which the Association is organized are exclusively charitable within the meaning of the Internal Revenue Service Code, Section 501(c)(3), and the Texas Tax Code, Section 11.18, and consist of the following:
The purpose of this organization will be to:
· Promote the use of Java platforms, APIs, and language.
· Educate the users of Java technology through high quality, timely, and applicable presentations.
· Provide a venue for interactive discussions and exchange of ideas relating to the application of Java. Provide mentoring opportunities among group members.
· Promote the sense of community spirit and facilitate Java technology throughout the local community.
ARTICLE FIVE
MEMBERSHIP
The Association will have one class of members. The By-Laws will provide manner of membership application, qualifications, and rights. The members shall not be personally liable for the debts, liabilities, or obligations of the Association.
ARTICLE SIX
RESTRICTIONS AND REQUIREMENTS
(1) Notwithstanding any other statements to the contrary, this Association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of its primary purposes set forth in these Articles. The Association may not take any action prohibited by the Texas Non-Profit Corporation Act.
(2) No Private Inurement: The Association is not organized nor shall it be operated for the primary purpose of generating pecuniary gain or profit. The Association may not pay dividends or other corporate income to its directors or officers, or otherwise accrue distributable profits, or permit the realization of private gain. No part of the net earnings of the Association shall inure to the benefit of any director of the Association, officer of the Association, or any private individual, (except that reasonable reimbursement may be paid for services rendered to or for the Association affecting one or more of its purposes), and no director or officer of the Association, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Association.
(3) 501(c)(3) Limitations: Notwithstanding any other provision of these Articles of Association, the Association may not take action that would be inconsistent with the requirements for tax exemption under the Internal Revenue Code, Section 501(c)(3), and related regulations, rulings, and procedures. Nor may it take any action that would be inconsistent with the requirements for receiving tax-deductible charitable contributions under the Internal Revenue Code, Section 170(c)(2), and related regulations, rulings, and procedures. Regardless of any other provision in these Articles of Association or state law, the Association may not:
(a) Engage in activities or use its assets in manners that do not further one or more exempt purposes, as set forth in these Articles and defined by the Internal Revenue Code and related regulations, rulings, and procedures, except to an insubstantial degree.
(b) Serve a private interest other than one clearly incidental to an overriding public interest.
(c) 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.
(d) Participate in or intervene in (including publishing or distributing statements and any other direct or indirect campaign activities) any political campaign on behalf of any candidate for public office. The prohibited activities include publishing or distributing statements and any other direct or indirect campaign activities.
(e) Have objectives characterizing it as an "action organization" as defined by the Internal Revenue Code and related regulations, rulings, and procedures.
(f) Distribute its assets on dissolution other than for one or more exempt purposes.
(g) Permit any part of the Association’s net earnings to inure to the benefit of any private shareholder or member of the Association or any private individual.
(4) Private Foundation: In addition, in the event that this Association shall become a "private foundation" within the meaning of Section 509 of the Internal Revenue Code of 1954, the Association shall distribute its income at such times and in such manners as to avoid tax for undistributed income under Section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws. The Association shall not:
(a) Engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.
(b) Retain excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.
(c) Make any investments in such a manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.
(d) Make any taxable expenditures as defined in section 4945(e) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.
(5) Dissolution: Upon dissolution of the Association or the winding up of its affairs, the assets of the Association remaining after payment of all debts and liabilities shall be distributed exclusively to such charitable or educational organizations which then qualify under Internal Revenue Code Section 501(c)(3).
ARTICLE SEVEN
POWERS
Except as these Articles otherwise provide, the Association has all the powers provided in the Texas Non-Profit Corporation Act. Moreover, the Association has all implied powers necessary and proper to carry out its express powers. The Association may reasonably reimburse directors or officers for services rendered to or for the Association in furtherance of one or more of its purposes. Most amendments and changes to these Articles must be approved first by at least two-thirds of the Board of Directors present at a meeting where a quorum is present and then by at least two-thirds of the membership where a quorum is present. Certain nonsubstantive amendments where allowed by law, such as changes to Initial Registered Office and Agent and changes to the Management Names and Address details, can be approved by majority of the Board of Directors without a membership vote.
ARTICLE EIGHT
INITIAL REGISTERED OFFICE AND AGENT
The initial registered office of the Association will be ________________________, Texas ___________, and its initial registered agent at such address is __________________________.
ARTICLE NINE
MANAGEMENT
The management of the Association is vested in its membership through its Board of Directors and such committees of the board that the board may, from time-to-time, establish. The by-laws will provide the qualifications, manner of selection, duties, terms, and other matters relating to the Board of Directors. The initial board will consist of at least three persons. The initial board will consist of the following persons at the following addresses:
NAME ADDRESS
[Fill in here]
The number of directors may be increased or decreased by adopting or amending the bylaws. The number of directors may not be decreased to fewer than three.
ARTICLE TEN
ASSOCIATION CREATOR
The name and street address of the Association Creator is:
[fill in here]
IN WITNESS WHEREOF, I execute these Articles of Association on this ____ day of __________________, ___________.
____________________________________________ (NAME OF CREATOR)