This page contains the Articles of Incorporation of The XFree86 Project, Inc. For convenience, the section headings are listed below which can be used to link to the named section.
We the undersigned natural persons over the age of eighteen
(18), acting as incorporators, adopt the following Articles of
Incorporation of The XFree86 Project, Inc. (the "corporation")
under the Texas Non-Profit Corporation Act (the "Act").
ARTICLE 1 - NAME
The name of the corporation is The XFree86 Project, Inc.
ARTICLE 2 - NONPROFIT CORPORATION
The corporation is a nonprofit corporation. Upon dissolution,
all of the corporation's assets shall be distributed to the
State of Texas or an organization exempt from taxes under
section 501(c)(3) of the Internal Revenue Code (the "Code")
for one or more purposes that are exempt under the Texas
franchise tax.
ARTICLE 3 - PURPOSE
The corporation is formed and organized as a scientific
organization, and shall be operated exclusively for scientific
purposes within the meaning of section 501(c)(3) of the Code.
Specifically, the Corporation is organized to participate in
the scientific research, development and implementation of the
"X Window System" and to facilitate the delivery of source
code and executable programs, ideas, information, and
technology for public use, research and development of the X
Window System.
ARTICLE 4 - POWERS
Except as otherwise provided in these Articles, the
Corporation shall have all of the powers provided in the Act.
ARTICLE 6 - RESTRICTIONS AND REQUIREMENTS
The Corporation shall not pay dividends or other corporate
income to it's directors or officers or otherwise accrue
distributable profits or permit the realization of private
gain. The Corporation shall have no power to take any action
prohibited by the Act. The Corporation shall not have the
power to engage in any activities, except to an insubstantial
degree, that are not in furtherance of the purposes set forth
above.
ARTICLE 7 - MEMBERSHIP
The Corporation shall have one or more classes of members as
provided in the bylaws of the Corporation.
ARTICLE 8 - INITIAL REGISTERED OFFICE AND AGENT
The street address of the initial registered office of the
corporation is 250 El Dorado Blvd. #303, Webster, Texas 77598.
The name of the initial registered agent at this office is Dr.
Richard Murphey.
ARTICLE 9 - BOARD OF DIRECTORS
The qualifications, manner of selection, duties, terms and other matters relating to the Board of Directors shall be provided in the bylaws adopted by the initial Board of Directors. The initial Board of Directors shall consist of 7 persons. The number of Directors may be increased or decreased by adoption or amendment of the bylaws. In electing Directors, voting members (as defined in the bylaws) shall not be permitted to cumulate their votes by giving one candidate as many votes as the number of directors to be elected or by distributing the same number of votes among any number of candidates. The initial Board of Directors shall consist of the following persons at the following addresses:
David Wexelblat Dirk Hohndel AIB Software Corporation AIB Software Corporation 46030 Manekin Plaza Suite 160 46030 Manekin Plaza Suite 160 Dulles, Virginia 20166 Dulles, Virginia 20166 Dr. Richard Murphey Glenn G. Lai 250 El Dorado Blvd. #303 P.O. Box 4314 Webster, Texas 77598 Austin, Texas 78765 David Dawes Dr. Jon Tombs School of Physics #A29 C-PEO DOSI0-43 Portal 6 1-A University of Sydney Sevilla, Spain 41002 Sydney, Australia 2006 James Tsillas Proteon, Inc. 9 Technology Dr. West Boro, Massachusetts 01581
A director is not liable to the corporation for monetary
damages for an act or omission in the director's capacity as
director except to the extent otherwise provided by a statute
of the State of Texas.
ARTICLE 11 - INDEMNIFICATION
The Corporation shall 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 in accordance with the provisions of the Act
governing indemnification. The Corporation may also purchase
and maintain insurance or other arrangement on behalf of the
directors and officers of the Corporation against any
liability asserted against them and incurred by them in such
capacity or arising out of their status as such a person,
whether or not the Corporation would have the power to
indemnify them against that liability under this Article.
ARTICLE 12 - CONSTRUCTION
All references in these Articles of Incorporation to statutes,
regulations, or other sources of legal authority shall refer
to the authorities cited, or on their successors, as they may
be amended from time to time.
ARTICLE 13 - INCORPORATORS
The name and street address of the incorporators is:
John J. Marek 2906 McKinney Avenue Dallas, Texas 75204 Jerrold E. Miertschin 2001 Ross Avenue, Suite 4500 Dallas, Texas 75201
These Articles of Incorporation may be amended from time to
time as provided by the statute or the bylaws of the
Corporation; provided, however, that no amendment shall be
made which would alter the purposes for which the Corporation
is organized as set forth in Article 4, or would cause any
benefit to inure to any officer, director, incorporator or
member.
ARTICLE 15 - RESTRICTION ON DISSOLUTION
In the event of voluntary or involuntary dissolution of this corporation, the assets, after payment of just debts, shall be distributed exclusively for the purposes set out in Article 4 and to organizations organized and operated exclusively for such purposes and which are exempt from federal income taxation under Section 501(C) of the internal revenue code of 1986, as amended from time to time, or the corresponding provisions of any subsequent revenue law or laws. The distribution shall be made by the Board of Directors, or pursuant to court order. In no event, however, shall such distribution inure to any person who has a personal and private interest in the activities of this corporation.
We execute these Articles of incorporation this 19th day of May, 1994.
[Signed] John J. Marek [Signed] Jerrold E. Miertschin