Articles of Incorporation

A Foundation To Recognize, Stimulate And Enhance

I, the undersigned natural person of the age of eighteen years or more, acting as incorporator of a non-profit corporation, adopt the following Articles of Incorporation for such corporation pursuant to the Texas Non-Profit Corporation Act (the "Act").

Article I - The name of the corporation is The Fund For Teachers: A Foundation to Recognize, Stimulate and Enhance (the "Corporation").

Article II - The Corporation is a non-profit corporation.

Article III - The period of the Corporation’s duration is perpetual.

Article IV - The purposes for which the Corporation is organized and operated are to engage exclusively in such religious, charitable, scientific, literary and educational activities as may qualify it for exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue law (the "Code"). The Corporation shall be empowered to exercise all power and authority granted to it under the Act, or otherwise, in order to further the accomplishment of the foregoing purposes.

Article V - At all times, notwithstanding merger, consolidation, reorganization, termination, dissolution, or winding up of the Corporation, whether voluntary or involuntary or by operation of law, or any other provision of these Articles of Incorporation:

(a) the Corporation shall not possess or exercise any power or authority, or engage directly or indirectly in any activity, that will or might cause it at any time to fail to qualify as an organization described in Sections 501(c)(3) and 170(c)(2) of the Code, contributions to which are deductible for federal income tax purposes under Code Section 170(a)(1);

(b) pursuant to the prohibition contained in Code Section 501(c)(3), no part of the net earnings of the Corporation shall ever inure to the benefit of or be distributable to any director or officer of the Corporation, or any other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to it in furtherance of the purposes set forth in Article IV above; and

(c) no substantial part of the activities of the Corporation shall consist of carrying on of propaganda or otherwise attempting to influence legislation, nor shall the Corporation in any manner or to any extent (including by publication or distribution of statements) participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

Article VI - The Corporation shall have no members.

Article VII - The direction and management of the affairs of the Corporation is vested in its board of directors (the "Board of Directors"). The number of directors, which must be a minimum of three, that constitutes the initial Board of Directors and the names and addresses of the persons who are to serve as directors until the first annual meeting or until their successors are elected and qualified are set forth below:

  • Raymond Plank
  • 2000 Post Oak Boulevard
  • Suite 100
  • Houston, Texas 77056
  • Stewart Pinkerton
  • Forbes Building
  • 60 Fifth Avenue
  • New York, New York 10011
  • Melissa Reynolds
  • 2000 Post Oak Boulevard
  • Suite 100
  • Houston, Texas 77056
  • Terri Lacy
  • Andrews & Kurth, LLP
  • 600 Travis, Suite 4200
  • Houston, Texas 77002
  • Linda McNeil
  • Rice University
  • Department of Education-MS 146
  • 6100 Main Street
  • Houston, Texas 77005-1892
  • Heather Plank
  • 101 Edgewood Court
  • Wayzata, Minnesota 55391

Article VIII - The internal affairs of the Corporation shall be regulated by the Bylaws, and the Board of Directors shall supervise the management of the business and affairs of the Corporation in accordance with the Bylaws. The initial Bylaws shall be adopted by the initial Board of Directors named above in Article VII. The power to amend or repeal the Bylaws shall be vested in the Board of Directors, except to the extent otherwise provided in the Bylaws.

Article IV - No director of the Corporation shall be liable to the Corporation for monetary damages for an act or omission in the director's capacity as a director, except that this Article IX shall not eliminate or limit the liability of a director to the extent the director is found liable for any of the following:

(1) A breach of the director's duty of loyalty to the Corporation;

(2) An act or omission not in good faith that constitutes a breach of duty of the director to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law;

(3) A transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office; or

(4) An act or omission for which the liability of a director is expressly provided by an applicable statute.

Any repeal or amendment of the Article IX shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation arising from an act or omission occurring prior to the time of such repeal or amendment. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the foregoing provisions of this Article IX, a director shall not be liable to the Corporation to such further extent as permitted by any law hereafter enacted, including without limitation any subsequent amendment to the Act or the Texas Miscellaneous Corporation Laws Act.

Article X - The initial registered agent is a corporation by the name of CT Corporation System. The business address of the registered agent and the registered office address is 350 North St. Paul Street, Suite 2900, Dallas, Texas 75201.

Article XI - The power to alter, amend or repeal these Articles of Incorporation shall be vested solely in the Board of Directors.

Article XII - The name and address of the incorporator is as follows:

Ralph K. Miller, Jr.
1200 Smith Street, Suite 1400
Houston, Texas 77002-4310

In witness whereof, I have hereunto set my hand this 9th day of May, 2001.

Incorporator
Ralph K. Miller, Jr.

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