Church of Nature's God - Articles of Association
Inspired by Nature, Based on Reason. The Journey, Not
the Destination.
ADOPTED April 5, 2009
The undersigned, acting as
founders and organizers and wishing to do all that is
right, proper and legal, do hereby adopt the following
Articles of Association for the Church of Nature’s God
(the “Church”). The Church shall operate under the rules
set forth by the Texas Uniform Unincorporated Nonprofit
Association Act (Art. 1396-70.01, Vernon's Texas Civil
Statutes) (the “Act”).
ARTICLE I ASSOCIATION NAME
The name of the association is the Church of Nature’s God
(hereafter referred to as the “Church”).
ARTICLE II
NONPROFIT ASSOCIATION
The Church is an unincorporated
nonprofit association.
ARTICLE III DURATION
The
period of the Church’s duration is eternal.
ARTICLE
IV REGISTERED AGENT
The street address of the initial
registered office of the Association is 1205 Machado Road,
Cedar Park, Texas 78613, and the name of its initial
registered agent at such address is Charles H. Clendenen.
ARTICLE V PURPOSE
Subject to the provisions of the
Act, the Church is a religious organization whose members
are bound by common beliefs, and it is formed to serve the
higher needs of man. The Church conducts its mission and
services primarily on the Internet at Uniform Resource
Locator (URL) http://naturesgod.org/, as well as at linked
and associated online sites.
ARTICLE VI MANAGING
BODY OF CHURCH
The direction and management of the
legal affairs of the Association and the administration of
elections and guidelines shall be vested in a Board of
Advisors (the “Board”), which shall be elected by the
Church Membership. The Board shall have authority to
operate the business affairs of the Church on behalf of
and in the interest of the Membership and in accordance
with these Articles and the Church Guidelines (the Bylaws
of the Church, hereinafter referred to as "Guidelines").
Until changed by the Guidelines, the original number of
members of the Board of Advisors shall be three (3). The
Board members shall continue to serve until their
successors are selected in the manner provided for in the
Guidelines of the Church. The names and residences of the
persons who shall serve as the initial Board of Advisors
of the Church of Nature’s God until their successors are
duly elected and qualified are:
Charles Clendenen,
(address on original), Cedar Park, Texas 78613
Beverly
Clendenen, (address on original), Cedar Park, Texas 78613
John Lindell, 2405 (address on original), Austin, TX 78746
ARTICLE VII MEMBERSHIP
The membership of the Church
shall be determined as provided in the Guidelines, and
such Guidelines shall define the voting rights, powers,
and privileges of the members.
ARTICLE VIII
GUIDELINES
The initial Guidelines of the Association
shall be adopted by the Board of Advisors, and the power
to amend or repeal the Guidelines or adopt new Guidelines
shall be vested in the Board of Advisor, subject to
confirmation by the membership as described in the
Guidelines.
ARTICLE IX LIMITATION ON LIABILITY OF
MANAGING BODY
No member of the Board of Advisors shall
be liable to the Church or its members for monetary
damages for an act or omission in the member's capacity as
a member of the Board of Advisors, except that this
Article does not eliminate or limit the liability of a
member of the Board if the member is found liable for:
1. a breach of the Board member's duty of loyalty
to the Church or its members;
2. an act or omission
not in good faith that constitutes a breach of duty of
the Board of Advisors to the Church or its members or an
act or omission that involves intentional misconduct or
a knowing violation of the law;
3. a transaction from
which the member of the Board received an improper
benefit, whether or not the benefit resulted from an
action taken within the scope of the Board Member's
office; or
4. an act or omission for which the
liability of the Board Member is expressly provided by
an applicable statute.
This Article may not be
repealed or modified by the members of the Church unless
the repeal or modification is required by governing law.
ARTICLE X AMENDMENTS TO ARTICLES OF ASSOCIATION
These Articles of Association may be amended by a
two-thirds (2/3) vote of the Membership present at a
duly called meeting of the Church at which a quorum is
present and the notice for which has been provided at
least fourteen (14) days prior to the meeting
accompanied by the text of the proposed amendment or
amendments.
ARTICLE XI DISSOLUTION
Only the
Membership may dissolve the Church. This Church may be
dissolved by a three-fourths (3/4) vote of the
Membership present at a duly called meeting of the
Church at which a quorum is present and the notice for
which has been provided at least fourteen (14) days
prior to the meeting accompanied by the text of the
resolution to dissolve.
ARTICLE XII POWERS
The
Church has all powers provided in the Act. Moreover, the
Church and its Board of Advisors have all implied powers
necessary and proper to carry out its express powers.
ARTICLE XIII FINANCES
The Church shall have no
finances. Any support of the Church by the membership is
entirely voluntary. The Church does not intend to seek
tax-exempt status; therefore, such donations are not
deductable as charitable donations.
ARTICLE XIV
CONSTRUCTION
All references in these Articles 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 ORGANIZATION
The names and street
addresses of the organizers are:
Charles
Clendenen, (address on original), Cedar Park, Texas
78613
Beverly Clendenen, (address on original), Cedar
Park, Texas 78613
John Lindell, (address on
original), Austin, TX 78746
EXECUTED BY THE
UNDERSIGNED ORGANIZERS on this 5th day of April, 2009.
(original signed)