Articles of Incorporation
ARTICLES OF INCORPORATION
KAIROS FELLOWSHIP CHURCH
The undersigned natural person who is of the age of eight (18) years or more, acting as incorporator of a corporation under the Texas Nonprofit Corporation Act, and with the consent of a majority of its member, does hereby adopt the following Articles of incorporation for such corporation:
ARTICLE 1.
NAME
The name of the corporation is KAIROS FELLOWSHIP CHURCH.
ARTICLE 2.
NON-PROFIT CORPORATION
The corporation is a non-profit corporation organized under the Texas Nonprofit 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 1983, 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.
ARTICLE 5.
INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the corporation is P.O. Box 560155, The Colony, TX 75056, and the name of its initial registered agent at such address is Dong Chun Choi.
ARTICLE 6.
MANAGEMENT OF CORPORATION
The corporation will have members.
Management of the affairs of the corporation shall be vested in the directors.
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:
NAME ADDRESS
Dong Chun Choi P.O. Box 560155, The Colony, TX 75056
Byunguk Kang P.O. Box 560155, The Colony, TX 75056
Stacey Youngmi Lee P.O. Box 560155, The Colony, TX 75056
ARTICLE 8.
POWERS
In addition to the general powers granted to this corporation by Article 1396-2.02 of the Texas Nonprofit Corporation Act, this church corporation shall have the following powers: 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 members, provided further that in buying, selling, and mortgaging real property, the directors shall act only after the approval of the congregation granted in a duly constituted meeting.
ARTICLE 9.
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 this particular church.
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 members 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.
ARTICLE 12.
AMENDMENTS TO ARTICLES OF INCORPORATION
These Articles of Incorporation may be amended from time to time as provided in the Texas Nonprofit 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
To the fullest extent allowed by law (including Article 7.06 of the Texas Miscellaneous Corporation Laws Act), a director 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 Nonprofit Corporation Act governing indemnification. The requirements and limitations for the corporation to indemnify directors, officers, members, or others related to the corporation may be further defined in the bylaws of the corporation or by the members pursuant to bylaw provisions.
ARTICLE 15.
INCORPORATOR
The name and address of the incorporator is:
NAME ADDRESS
Dong Chun Choi P.O. Box 560155, The Colony, TX 75056
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 Kairos Fellowship Church and located in Carrollton, Texas.