ARTICLES OF INCORPORATION ALLEN EAGLE LACROSSE CLUB, INC. PURSUANT TO ARTICLE 3.02 TEXAS NON-PROFIT CORPORATION ACT ARTICLE ONE CORPORATE NAME

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1 ARTICLES OF INCORPORATION OF ALLEN EAGLE LACROSSE CLUB, INC. PURSUANT TO ARTICLE 3.02 TEXAS NON-PROFIT CORPORATION ACT I, the undersigned, natural person, over the age of eighteen (18) years, acting as incorporator of a corporation under the Texas Non-Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation. ARTICLE ONE CORPORATE NAME The name of the corporation is Allen Eagles Lacrosse Club, Inc. (the "Corporation"). ARTICLE TWO DURATION The period of the Corporation s duration is perpetual. ARTICLE THREE NON-PROFIT CORPORATION The Corporation is a nonprofit corporation located in Allen, Texas and organized under the Texas Non-Profit Corporation Act, Article et. Seq., of the Texas Revised Civil Statutes and shall have all of the powers, duties, authorizations and responsibilities as provided therein. Notwithstanding the foregoing, the Corporation shall neither have nor exercise any power, nor engage directly or indirectly in any activity that would invalidate its status as an organization exempt from federal income tax and described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision or provisions of any subsequent United States Internal Revenue law or laws (the Code ). The incorporator has been authorized to execute these Articles of Incorporation. ARTICLES OF INCORPORATION Page 1

2 ARTICLES OF INCORPORATION Page 2 ARTICLE FOUR PURPOSE Section 1. The Corporation is organized and shall be operated exclusively for religious, charitable and educational purposes within the meaning of Section 501(c)(3) of the Code, and to conduct, accomplish and carry on its objectives, functions and purposes or any part thereof set forth in the governing documents of the Corporation as amended from time to time, within or without the State of Texas. The purpose of the Corporation is to provide a positive atmosphere where players learn to work as a member of a team and the meaning of Focus, Commitment and Determination. The Corporation places these values as well as honor and character above ability and individual capabilities. Creating a competitive atmosphere where all players are able to demonstrate these values and putting a competitive team on the field are central to the mission of the club. It is the belief of the Corporation leadership that the sport of Lacrosse should be a positive force in a young man s life that is one of the factors in a successful childhood experience. Within the foregoing, the specific purposes of the Corporation are to foster national and international amateur sports competition and to prepare our young athletes to be champions both on and off the field through their character, dedication and passion for the sport of Lacrosse. The Corporation s mission is to lead in the development and promotion of the sport of lacrosse through the establishment and fostering of comprehensive programs within the local North Texas area and to support the growth of the sport of lacrosse on the national level in the United States. Section 2. This Corporation is additionally organized to promote, encourage, and foster any other similar religious, charitable, educational or nonprofit activities; to accept, hold, invest, and reinvest and administer any gifts, legacies, bequests, devises, funds and property of any sort or nature, and to use, expend, or donate the income or principal thereof for, and to devote the same to, the foregoing purposes of the Corporation; and to do any and all lawful acts and things which may be necessary, useful, suitable, or proper for the furtherance of accomplishment of the purposes of this Corporation. Provided however, no act may be performed which would violate Section 501(c)(3) of the Code as it now exists or as it may hereafter be amended. Section 3. In order to carry out the above-stated purposes, the Corporation shall have all those powers set forth in Article of the Texas Non-Profit Corporation Act, as it now exists or as it may hereafter be amended. The powers of the Corporation to promote the purposes set out above are limited and restricted in the following manner: (a) (i) No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its incorporators, directors, officers or other private persons, except that the Corporation shall be authorized and empowered to make reasonable payments and distributions (including reasonable compensation for services rendered to or for the Corporation) in furtherance of its purposes as set forth in these Articles. (ii) No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

3 (iii) Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by (i) a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Code, or corresponding provisions of any subsequent federal tax laws, or (ii) a corporation, contributions to which are deductible under Section 170(c)(2) of the Code, or corresponding provisions of any subsequent federal tax laws. (b) In the event this Corporation is in any one year a private foundation as defined by Section 509(a) of the Code, or corresponding provisions of any subsequent federal tax laws, it shall be required to distribute its income for such taxable year at such time and in such manner as not to subject the foundation to taxation under Section 4942 of the Code, or corresponding provisions of any subsequent federal tax laws; and further shall be prohibited from: (i) any act of self dealing as defined in Section 4941(d) of the Code, or corresponding provisions of any subsequent federal tax laws; (ii) retaining any excess business holdings as defined by Section 4943(c) of the Code, or corresponding provisions of any subsequent federal tax laws; (iii) making any investments in such manner as to subject the foundation to taxation under Section 4944 of the Code, or corresponding provisions of any subsequent federal tax laws; or (iv) making any taxable expenditures as defined in Section 4945(d) of the Code, or corresponding provisions of any subsequent federal tax laws. (c) The Corporation shall not accept any gift or grant if the gift or grant contains major contributions which would restrict or violate any of the Corporation s religious, charitable, educational or nonprofit purposes of if the gift or grant would require serving a private as opposed to public interest. (d) Upon the dissolution of the Corporation, the Corporation shall, after paying or making provision for payment of all the liabilities of the Corporation, distribute or dispose of all of the assets of the Corporation to another organization that is a qualified charitable organization under Section 501(c)(3) of the Code, or corresponding section of any future federal code, which will be determined by a majority vote of the directors then in office or shall dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operating exclusively for charitable, educational, literary, or scientific purposes and shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) or Section 509(a)(1)(2) or (3) of the Internal Revenue Code of 1986, or the corresponding provisions of any future United States Internal Revenue Code provision, as the Board of Directors shall determine. No member, director, or officer of the Corporation and no other private individual will be entitled to any distribution of any assets of the Corporation in the event of its dissolution. Any such assets not so disposed of shall be disposed to such qualified charitable organization or organizations as the Board of Directors then determines to be a qualified charitable beneficiary in accordance with the Corporation s Bylaws. ARTICLES OF INCORPORATION Page 3

4 ARTICLE FIVE LIMITATIONS ON CORPORATE POWERS In furtherance of and without in any way limiting the foregoing charitable and educational purposes of the Corporation, the Corporation shall: A. Distribution: Distribute its income for each tax year at such times and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws. B. Self Dealing: Not engage in acts of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws. C. Investments: Not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws. D. Taxable Expenditures: Not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws. E. Prohibited Acts. Not carry on any other activities not permitted to be carried on by (a) a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws. ARTICLE SIX REGISTERED OFFICE AND REGISTRISTATION AGENT The initial registered agent of the Corporation shall be David Hawkins and the business address of the registered agent and the registered office address is 404 Montclair Drive, Allen, Texas The Corporation shall have no members. ARTICLE SEVEN MEMBERSHIP ARTICLES OF INCORPORATION Page 4

5 ARTICLE EIGHT BOARD OF DIRECTORS The Corporation shall is a non-profit corporation and the management of its affairs is vested in its Board of Directors pursuant to Article of the Texas Nonprofit Corporation Act. The Directors of the Corporation shall be the persons constituting and serving as the initial Board of Directors as set forth below. Vacancies on the Board of Directors shall be filed by the remaining Directors serving on the Board. Any director may be reelected to serve consecutive terms on the Board of Directors. The number of directors may be increased or decreased from time to time by amendment to the Bylaws of the Corporation but in no event shall be there less than three (3) directors nor more than eight (8) directors and no decrease shall have the effect of shortening the term of any incumbent director. The director shall hold office for one (1) year terms, unless the director is otherwise removed prior to the expiration of the term. The names and addresses of the persons who are to serve as the initial Board of Directors until the first annual meeting or until their successors are elected and qualified are as follows: NAME TITLE ADDRESS Larry Boone Chairman and President 1210 Shadetree Lane David Hawkins Treasurer 404 Montclair Drive Tom Powell Jim Schaefer Vice President and Director Vice President and Director 504 Hunters Creek Court 604 Laredo Circle Leslie Owens Corresponding Secretary 808 Sandy Trail Laurie Schaefer Corporate/Recording Secretary 604 Laredo Circle ARTICLES OF INCORPORATION Page 5 ARTICLE NINE OFFICERS The officers of the Corporation shall consist of the President, one or more Vice Presidents, a Treasurer and a Secretary and such other officers and assistant officers as may be deemed necessary. The officers of the Corporation shall be elected by the directors and shall hold office for a term of one year and until the officer s successor shall be elected and qualified, unless the officer is otherwise removed prior to the expiration of the officer s term of office. Any two or more offices

6 may be held by the same person except that the offices of President and Secretary shall not be held by the same person. ARTICLE TEN LIMITED LIABILITY OF DIRECTORS AND OFFICERS A director or officer is not liable to the Corporation for monetary damages for an act or omission in the director s or officer s capacity except to the extent otherwise provided by a statute of the State of Texas. ARTICLE ELEVEN INDEMNIFICATION To the maximum extent permitted or required by Article A of the Texas Non-Profit Corporation Act, as it now exists or as it may be amended in the future, the Corporation shall indemnify and advance expenses to person who are officers, directors, employees, agents, or other persons identified in Article A, for amounts such persons pay directly. The Corporation shall not indemnify or advance expenses to such persons for any amount paid by a third party pursuant to a plan or contract of insurance. Further, to the fullest extent permitted by the Texas Non- Profit Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits broader limitation than permitted prior to such amendment), a director of the Corporation shall not be liable to the Corporation for monetary damages for an act or omission in the director s capacity as a director. Any repeal or amendment of this Article Eleven by the directors of the Corporation shall be prospective only and shall not adversely offset any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or amendment. ARTICLE TWELVE AMENDMENTS The Corporation s Board of Directors shall have the sole and exclusive right to amend, alter, revoke, or otherwise change these Articles of Incorporation or any part thereof. ARTICLE THIRTEEN INCORPORATOR The name and address of the incorporator of the Corporation is: NAME ADDRESS David Hawkins 404 Montclair Drive, The undersigned incorporator signs these articles of incorporation subject to the penalty imposed by Article 10.02, Texas Business Corporation Act, for the submission of a false or fraudulent document. ARTICLES OF INCORPORATION Page 6

7 ARTICLE FOURTEEN CONSTRUCTION All references in these Articles of Incorporation to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time. ARTICLE FIFTEEN ACTION BY WRITTEN CONSENT Action may be taken by use of signed written consents by the number of directors, officers or committee members whose vote would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted. Each written consent must bear the date and signature of each person signing it. A consent signed by less than all of the directors, officers, or committee members is not effective to take the intended action unless consents signed by the required number of person are delivered to the Corporation within sixty (60) days after the date of the earliest dated consent delivered to the Corporation. Delivery must be made by hand, or by certified or registered mail, return receipt requested. The delivery may be made to the Corporation s registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent or officer or agent having custody of books in which the relevant proceedings are recorded. If the delivery is made to the Corporation s principal place of business, the consent must be addressed to the president or principal executive officer. The Corporation will give prompt notice of the action taken to persons who do not sign the consents. If the action taken requires documents to be filed with the Secretary of State, the filed documents will indicate that the written consent procedures have been properly followed. A telegram, telex, cablegram, or similar transmission by a director, officer, or committee member, or photographic, facsimile, a scanned copy in.pdf protected format, or other or similar reproduction of a signed writing is to be regarded as being signed by the director, officer or committee member. ARTICLE SIXTEEN ACTION BY WRITTEN CONSENT References to the Code in these Articles of Incorporation are references to sections of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any successor federal tax laws. References to the Act in these Articles of Incorporation are references to the Texas Non- Profit Corporation Act, TEX.REV.CIV.STAT.ANN. Article 1396 (Vernon Supp. 1993), as amended, or corresponding provisions of any successor laws of the State of Texas. ARTICLES OF INCORPORATION Page 7

8 IN WITNESS WHEREOF, I have hereunder set my hand, this day of August, LARRY BOONE, PRESIDENT ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF COLLIN This instrument was acknowledged before me on this day of August, 2010, by LARRY BOONE, as President of the Board of Directors of ALLEN EAGLE LACROSSE CLUB, INC. NOTARY PUBLIC STATE OF TEXAS ARTICLES OF INCORPORATION Page 8