ARTICLES OF INCORPORATION OF
FIRST PRESBYTERIAN CHURCH OF MABANK
The undersigned natural person who is of the age of eighteen (18) years or more, acting as incorporator of a corporation under the Texas Non-Profit Corporation Act, and with the consent of a majority of its members, does hereby adopt the following Articles of Incorporation for such corporation:
ARTICLE 1. NAME
The name of the corporation is First Presbyterian Church of Mabank.
ARTICLE 2. NON-PROFIT CORPORATION
The corporation is a non-profit corporation organized under the Texas Non-Profit Corporation Act.
ARTICLE 3. DURATION
The period of the corporation’s duration is perpetual.
ARTICLE 4. PURPOSES
The corporation is organized and shall be operated for religious, charitable, or educational purposes as defined in Section 501 (c) (3) of the Internal Revenue Code of 1986, as now or hereafter amended, and its Regulations as they now exist or as they may hereafter be amended (herein collectively called the “Code”), including the making of distributions to organizations that qualify as “exempt organizations” under Section 501 (c) (3) of the Code. Specifically, the corporation is organized and shall operate primarily for the purpose of engaging in religious worship or promoting the spiritual development or well being of individuals in accordance with Section 11.20 of the Texas Property Tax Code.
The corporation is being organized by authority of Grace Presbytery, Inc., which is a presbytery of the Presbyterian Church (U.S.A) for the region of north Texas in which the corporation will function. The corporation shall function as a particular church in the Presbyterian Church (U.S.A.), under the provisions of and in accordance with the CONSTITUTION OF THE PRESBYTERIAN CHURCH (U.S.A.), as amended from time to time, including the BOOK OF ORDER which is a part of such Constitution.
ARTICLE 5. INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is 112 W. Mt. Vernon Street, Mabank, Texas, 75147, and the name of its initial registered agent at such address is Mary Helen Myrick.
ARTICLE 6. MANAGEMENT OF CORPORATION
As provided in the CONSTITUITION OF THE PRESBYTERIAN CHURCH, (U.S.A.) (G-7.0103), the affairs of this particular church for ecclesiastical purposes shall be managed by a governing board called the “Session,” which shall consist of the pastor or co-pastors, the associate pastors, and the elders in active service in this particular church.
As provided in the CONSTITUTION OF THE PRESBYTERIAN CHURCH (U.S.A.) (G-7.0401), the affairs of this particular church for corporate civil law purposes shall be managed by a governing board of directors called the “Board of Trustees.” Only members on the active roll of this particular church shall be members of the corporation and eligible for election as trustees (but this excludes the pastor or co-pastors or associate pastors, since all pastors are members of the regional presbytery and are not members of the particular church). Unless another method for election the trustees is provided in the bylaws of the corporation, the Board of Trustees shall consist of all elders in active service in this particular church who are eligible to serve as trustees under the corporate civil law.
The powers, duties, and authority of the Session and individual elders, of the Board of Trustees and individual trustees, of the Board of Deacons (if there is one) and individual deacons (if any), or the pastors, and of the congregation and individual members of this church corporation, shall be as provided in the CONSTITUTION OF THE PRESBYTERIAN CHURCH (U.S.A.).
ARTICLE 7. INITIAL DIRECTORS
The number of persons constituting the initial board of directors of the corporation is three (3), and the names and addresses of the persons who are to serve as the initial directors are:
Wilbur Dennis 18089 Briarwood, Kemp, TX. 75143
Gilbert Thompson 164 Scenic Dr., Mabank, TX, 75147
Steve Miller 128 Santa Monica, Mabank, TX. 75147
ARTICLE 8. POWERS
In addition to the general powers granted to this corporation by Article 1396-2.02 of the Texas Non-Profit Corporation Act, this church corporation shall have the following powers (as provided in the CONSTITUTION OF THE PRESBYTERIAN CHURCH (U.S.A.) (G-7.0402): to receive, hold, encumber, manage, and transfer property, real or personal, for the church; to accept and execute deeds of title to such property; to hold and defend title to such property; to manage any permanent special funds for the furtherance of the purposes of the church, all subject to the authority of the Session and under the provisions of the CONSTITUTITON OF THE PRESBYTERIAN CHURCH (U.S.A.), provided further that in buying , selling, and mortgaging real property, the trustees shall act only after the approval of the congregation granted in a duly constituted meeting.
PROPERTY All property held by or for this particular church, whether the property is used in programs of this particular church or retained for the production of income, is held in trust for the use and benefit of the Presbyterian Church (U.S.A.), as provided by the CONSTITUTITION OF THE PRESTYBERIAN CHRUCH (U.S.A.) (G-8.0201). The acquisition, use, lease, sale, mortgaging, and encumbering of real property by this particular church corporation is subject of the provisions of the CONSTITUTION OF THE PRESBYTERIAN CHURCH (U.S.A.) (including G-8.0500) and may require the written permission of the presbytery for the region in which the corporation functions.
ARTICLE 10.PROSCRIBED ACTIVITIES
Notwithstanding any other provision of these Articles of Incorporation:
A. No part of the net earnings of the corporation may inure to the benefit of, or be distributable to, its members, directors, officers or other private individuals, except that the corporation is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 4 hereof.
B. No substantial part of the activities of the corporation may be the carrying on of propaganda, or otherwise attempting to influence legislation (except as provided by Section 501 (h) of the Code), and the corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.
C. The corporation shall not carry on any other activities that are not permitted to be carried on (i) by a corporation exempt from Federal income tax under Section 501 ( c ) (3) of the Code, or (ii) by a corporation, contributions to which are deductible under Section 170 (c)(2) of the Code.
ARTICLE 11. DISCONTINUANCE OR DISSOLUTION
The property and assets of the corporation are irrevocably dedicated to religious, charitable, and educational purposes as described in Article 4. Upon discontinuance of the corporation by dissolution or otherwise, the Session shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization (s) organized and operated exclusively for religious, charitable, or educational purposes as shall at the time qualify as an "exempt organization" under Section 501 (c)(3) of the Code, pursuant to a plan of distribution recommended by the Session and approved by the members having voting rights as required by the Texas Non-Profit Corporation Act, and also approved by the presbytery for the region in which the corporation functions.
ARTICLE 12. AMENDMENTS TO ARTICLES OF INCORPORATION
These Articles of Incorporation may be amended from time to time as provided in the Texas Non-Profit Corporation Act, except that no amendment may be made that would alter the religious, charitable, and educational purposes as set forth in Article 4 herein or that would cause any pecuniary benefit to inure to any member, director, trustee, officer, incorporator, donor, or other private individual.
ARTICLE 13. LIMITATION ON LIABILITY OF DIRECTORS AND TRUSTEES
To the fullest extent allowed by law (including Article 7.06 of the Texas Miscellaneous Corporation Laws Act), a director or trustee of the corporation shall not be liable to the corporation or its members for monetary damages for an act or omission in the individual's capacity as a director or trustee, except as otherwise provided by a Texas statute.
ARTICLE 14. INDEMNIFICATION
The corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was a director or other person related to the corporation as provided by the provisions (including Article 1396-2.22A) of the Texas Non-Profit Corporation Act governing indemnification. The requirements and limitations for the corporation to indemnify directors, trustees, officers, members, or others related to the corporation may be further defined in the bylaws of the corporation or by the Session pursuant to bylaw provisions.
ARTICLE 15. INCORPORATOR
The name and address of the incorporator is:
Bert Kniseley 29 Deer Island, Woodcanyon Waters
Mabank, Texas 75147
The incorporator has been authorized to execute these articles of incorporation by the vote of a majority of the members of the church heretofore known as First Presbyterian Church and located in Mabank, Texas.
Signed this the day of 2002.
(1/07/2002rgh approved by Session) (05/19/2019 approved by Session)
Title: First Presbyterian Church Mabank
Articles Of Incorporation