Articles of IncorporationArticles of Incorporation of
DALLAS AMATEUR RADIO CLUB, INC.
(original as of March 1960 and amendments from December 1989)
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THE STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS
ARTICLES OF INCORPORATION
OF
DALLAS AMATEUR RADIO CLUB, INC.
That we, P. K. Yeargan, H. H. Norris, Ed
Youngblood, R. W. Van Kirk, W. F. Waters,
Ray Wright, Carl H. Fox, Ralph D. Churchill,
and W. H. Dean, all of Dallas County, Texas
and all at least 21 years of age or over,
and all citizens of the State of Texas, under
and by virtue of the laws of the State of
Texas do hereby form and incorporate ourselves
into a voluntary nonprofit corporation under
the terms and conditions hereinafter set
out, as follows:
ARTICLE I.
The name of the corporation shall be "DALLAS
AMATEUR RADIO CLUB, INC."
ARTICLE II.
The corporation shall be a nonprofit corporation
for the purposes as hereinafter set out.
ARTICLE III.
The duration of the corporation shall be
perpetual.
ARTICLE IV.
The purpose for which such corporation is
formed is to further the science of amateur
radio in Dallas, to increase the individual
members' knowledge of the science of amateur
radio and lend radio and communication assistance
to civic and emergency groups in Dallas.
ARTICLE V.
The corporation shall consist of members
who have a bona fide interest in amateur
radio.
ARTICLE VI.
The corporation is not a church nor is its
management vested in members of a church.
ARTICLE VII.
The business of the corporation shall be
conducted by its officers and board of directors,
which said officers and board of directors
shall be elected by the members and shall
consist of the president, vice president,
secretary-treasurer, sergeant-at-arms, entertainment
director, program director, technical director,
financial director, and vigilance director.
ARTICLE VIII.
The street address of its initial registered
office is 1403 Tranquilla Drive, Dallas,
Dallas County, Texas, and its initial registered
agent shall be P. K. Yeargan whose address
is 1403 Tranquilla Drive, Dallas, Texas.
ARTICLE IX.
The initial board of directors shall be nine
(9) in number and their names and addresses
are as follows:
P. K. Yeargan 1403 Tranquilla Drive, Dallas,
Texas
H. H. Norris 6815 Cornelia Lane, Dallas,
Texas
Ed Youngblood 2829 Search Drive, Dallas,
Texas
R. W. Van Kirk 3822 Davila, Dallas, Texas
W. F. Waters 1519 Kings Highway, Dallas,
Texas
Ray Wright 11419 Gatewood Drive, Dallas,
Texas
Carl H. Fox 6506 Stichter Avenue, Dallas,
Texas
Ralph D. Churchill 2012 Atlantic Avenue,
Dallas, Texas
W. H. Dean 1139 Berkley Avenue, Dallas, Texas
ARTICLE X.
The name and street address of each incorporator
is as follows:
P. K. Yeargan 1403 Tranquilla Drive, Dallas,
Texas
H. H. Norris 6815 Cornelia Lane, Dallas,
Texas
Ed Youngblood 2829 Search Drive, Dallas,
Texas
R. W. Van Kirk 3822 Davila, Dallas, Texas
W. F. Waters 1519 Kings Highway, Dallas,
Texas
Ray Wright 11419 Gatewood Drive, Dallas,
Texas
Carl H. Fox 6506 Stichter Avenue, Dallas,
Texas
Ralph D. Churchill 2012 Atlantic Avenue,
Dallas, Texas
W. H. Dean 1139 Berkley Avenue, Dallas, Texas
IN WITNESS WHEREOF, we have hereunto set
our hands at Dallas, Texas, this 1st day
of March, 1960.
(signatures of all 9 incorporators)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
DALLAS AMATEUR RADIO CLUB, INC.
Pursuant to the provisions of Article 4.03
of the Texas Non-Profit Corporation Act,
the undersigned corporation adopts the following
Articles of Amendment to its Articles of
Incorporation which will provide for the
limitation of liability of directors of the
corporation pursuant t and in accordance
with Article 7.06 of the Texas Miscellaneous
Corporation Laws Act.
ARTICLE ONE
The name of the corporation is Dallas Amateur
Radio Club, Inc.
ARTICLE TWO
The following amendment to the Articles of
Incorporation was adopted by the corporation
on October 4, 1989. The Articles of Incorporation
are hereby amended by adding thereto a new
article X to read as follows:
ARTICLE X
To the fullest extent permitted by applicable
law, no director of the corporation shall
be liable to the corporation or its members
for monetary damages for an act of omission
is such director's capacity as a director
of the corporation, except that this Article
does not eliminate or limit the liability
of a director of the corporation for:
1. a breach of such director's duty of loyalty
to the corporation or its members;
2. an act of omission not in good faith or
that involves intentional misconduct or a
knowing violation of the law;
3. a transaction from which such director
received an improper benefit, whether or
not the benefit resulted from an action taken
within the scope of such director's office;
4. an act or omission for which the liability
of such director is expressly provided for
by statute; or
5. an act related to an unlawful stock repurchase
or payment of dividend.
Any repeal or amendment of this Article by
the members of the corporation shall be prospective
only and shall not adversely affect any limitation
on the personal liability of a director of
the corporation for any act or omission proper
to the time of such repeal or amendment.
In addition to the circumstances on which
a director of the corporation is not personally
liable as set forth in the foregoing provisions
of the Article, a director shall not be liable
to the fullest extent permitted by any amendment
to the Texas Miscellaneous Corporation Laws
Act or the Texas Business Corporation Act
hereafter enacted that further limits the
liability of a director.
ARTICLE THREE
The amendment was adopted in the following
manner:
The Amendment was adopted at a meeting of
members held on October 4, 1989, at which
a quorum was present, and the amendment received
at least two-thirds (2/3) of the votes which
members present or represented by proxy at
such meeting where entitled to cast.
DATED: December 6, 1989.
DALLAS AMATEUR RADIO CLUB, INC.
By: Gregory P. David
Title: Treasurer