ARTICLE 1 – NAME
The name of this corporation is the GLOBAL METEORITE ASSOCIATION, INC., hereafter “Organization”. The Organization shall have and shall continuously maintain corporation status in the State of Texas as a registered office and agent.
ARTICLE 2 – FORMATION
The Organization is formed as a nonprofit corporation under and pursuant to the Texas Business Organizations Code (the “BOC”) and other relevant laws of the State of Texas by the filing of a certificate of formation with the Secretary of State of the State of Texas on January 7, 2021.
The Organization is also established as a nonprofit within the meaning of IRS Publication 557 of the Internal Revenue Code of 1986, as amended (the “IRS Code”) or the corresponding section of any future federal tax code.
ARTICLE 3 – DURATION
The Company shall exist in perpetuity until terminated in accordance with the Organization’s Bylaws.
ARTICLE 4 – PURPOSE
The general purpose for this Organization is to engage in any such lawful acts and/or activities under the General Law of Texas related to:
- Expanding meteorite education.
- Promoting the hobby of collecting meteorites and meteorite related materials.
- Establishing an ethical framework to facilitate the buying, selling and trading of materials.
- Engaging in activities that promote and/or strengthen the Organization.
- Encourage the participation of “citizen scientists” in meteorite research and related sciences.
- Pursuing or engaging in any other activities that are incidental to, or appropriate in, supporting the above general purposes and/or the Organization’s Bylaws.
ARTICLE 5 – REGISTERED OFFICE/AGENT
The initial address of the registered office of the Company in the State of Texas shall be 3904 Knollwood Dr., Austin TX 78731, and the name of the Company’s initial registered agent at that address shall be Mendy Ouzillou. The Board of Directors (BoD) may, by a simple majority vote, change the registered office and the registered agent of the Organization from time to time, provided that any permanent changes are properly reported as required by law.
ARTICLE 6 – PRINCIPAL OFFICE
The Company’s principal office shall be 3904 Knollwood Dr., Austin TX 78731, located within the County of Travis and State of Texas. The BoD may, by a simple majority vote, change the principal office of the Organization from time to time, provided that any permanent change is properly reported as required by law.
ARTICLE 7 – INDEMNIFICATION
The Organization does hereby indemnify any and all of its agents (as defined in Bylaws) unless the person fraudulently and intentionally violated the law and/or maliciously conducted acts to damage and/or defraud the corporation, or as otherwise provided under applicable Texas State Corporation Statute.
ARTICLE 8 – CORPORATE GOVERNANCE
All other matters regarding the Organization’s rules of corporate governance are contained within its Bylaws and associated documents.
ARTICLE 9 – DEDICATION OF ASSETS
The properties and assets of the Organization are irrevocably dedicated to and for nonprofit purposes only. No part of the net earnings, properties, or assets of this Organization, on dissolution or otherwise, shall inure to the benefit of any person or any member, director, or officer of this Organization. On liquidation or dissolution, all remaining properties and assets of the Organization shall be distributed and paid over to a nonprofit meteorite-related organization which has established its tax-exempt status pursuant to Section 501(c) of the IRS Code.
ARTICLE 10 – AMENDMENTS
Other than Articles 5 and 6 that require only a simple majority, any and all amendments to these articles shall require no less than a 2/3 majority vote in the affirmative of all the Directors of the Organization.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Incorporation on this 7th day of January 2021.
Mendy Ouzillou, Sole Incorporator