Articles of Incorporation of The XFree86 Project, Inc.

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.

ARTICLE 1 - NAME
ARTICLE 2 - NONPROFIT CORPORATION
ARTICLE 3 - PURPOSE
ARTICLE 4 - POWERS
ARTICLE 6 - RESTRICTIONS AND REQUIREMENTS
ARTICLE 7 - MEMBERSHIP
ARTICLE 8 - INITIAL REGISTERED OFFICE AND AGENT
ARTICLE 9 - BOARD OF DIRECTORS
ARTICLE 10 - LIMITATION ON LIABILITY OF DIRECTORS
ARTICLE 11 - INDEMNIFICATION
ARTICLE 12 - CONSTRUCTION
ARTICLE 13 - INCORPORATORS
ARTICLE 14 - AMENDMENT
ARTICLE 15 - RESTRICTION ON DISSOLUTION

Articles of Incorporation of The XFree86 Project, Inc.

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
    

ARTICLE 10 - LIMITATION ON LIABILITY OF DIRECTORS

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
    

ARTICLE 14 - AMENDMENT

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
    

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Copyright (C) 1994, The XFree86 Project, Inc., All rights reserved.

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