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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)

 

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