Articles of Incorporation
THE STATE OF TEXAS Know All Men
COUNTY OF DALLAS By These Presents:
That we, the undersigned, being residents and citizens of the County of Dallas and State of Texas, and being licensed to practice law before the Supreme Court, as well as all intermediate courts of Texas, do hereby voluntarily associate ourselves together for the purpose of forming a non-profit corporation as provided by Article 1302, Subdivision 105, and as more fully provided by Senate Bill No. 51 enacted by the 50th legislature of Texas, under the terms and conditions set out as follows:
The name of this Corporation is DALLAS BAR ASSOCIATION.
The purpose for which this Corporation is formed is for the protection and advancement of the professional interests of persons licensed to practice law, the advancement of cordial intercourse among lawyers, and the improvement of the relations between the Bench and the Bar and the public, and when so formed it shall have power to provide and maintain suitable buildings for the conduct of its activities; to acquire, preserve and maintain law libraries and periodicals of interest to lawyers; to adopt codes of ethics and standards of conduct governing the members of such association; and to adopt and prescribe rules and regulations governing membership in such Association.
The place where the principal business of this Corporation is to be transacted is Dallas, Dallas County, Texas.
The period of the Corporation's duration shall be perpetual.
This Corporation shall be managed and controlled by fifteen (15) Directors. The names and residences of those selected to serve for the first year and until their successors have been elected and qualified are as follows:
|C.C. Renfro||Dallas, Dallas County, Texas|
|W.M. Holland||Dallas, Dallas County, Texas|
|Wm. H. Duls||Dallas, Dallas County, Texas|
|J.J. Fagan||Dallas, Dallas County, Texas|
|W.C. Gowan||Dallas, Dallas County, Texas|
|W. Autry Norton||Dallas, Dallas County, Texas|
|Bascom Thomas||Dallas, Dallas County, Texas|
|Harold A. Bateman||Dallas, Dallas County, Texas|
|Robert L. Dillard, Jr.||Dallas, Dallas County, Texas|
|Fran Cain||Dallas, Dallas County, Texas|
|Irion Worsham||Dallas, Dallas County, Texas|
|Ara S. Hyde||Dallas, Dallas County, Texas|
|C.K. Bullard||Dallas, Dallas County, Texas|
|Hattie L. Henenberg||Dallas, Dallas County, Texas|
|J. Cleo Thompson||Dallas, Dallas County, Texas|
This Corporation shall have no capitol stock; and shall admit persons who are licensed to practice law as members into the Association upon the payment of such membership fees and other uniform conditions as may be provided in the Bylaws. This Corporation owns no property at this time but may acquire and own such property as may be necessary for the successful operation of its affairs, and to that end create and establish appropriate reserves for working capital in the manner to be provided by the Bylaws. The voting power of the members of this association shall be in accordance with the Bylaws and no member shall be entitled to more than one vote.
To the fullest extent permitted by Texas law no director of the Corporation shall be liable to the Corporation or its members for monetary damages for an act or omission in such director's capacity as a director of the Corporation except for liability arising out of (i) any breach of such director's duty of loyalty to the Corporation or its members; (ii) acts by or omissions of such director which are not in good faith or which involve intentional misconduct or a knowing violation of the law; (iii) a transaction from which such director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of such director's office; or (iv) an act by or omission of such director for which the liability of a director is expressly provided for by statute. The foregoing elimination of the liability to the Corporation or its members for monetary damages should not be deemed exclusive of any other rights or limitations of liability or indemnity to which a director may be entitled under any other provision of the Articles of Incorporation and Bylaws of the Corporation, contract or agreement, vote of members and/or disinterested directors, or otherwise.
Actions may be taken by the Corporation, including actions of its Members, Board of Directors, Committees, and Sections, without a formal meeting, by consent of less than all the parties entitled to vote on any such action, provided that the requisite consent to any such action is obtained by meeting the following requirements: (i) all the signed consents must be dated and the earliest and latest date may not be more than 60 days apart; (ii) prompt notice of the action taken must be given to those who did not consent in writing to the action; and (iii) any documents filed with the Secretary of State as a result of the action must contain a statement that written consent to the action has been obtained in accordance with the aforestated provisions as set forth under Article 9.10.C of the Texas Non-Profit Corporation Act and notice was given to the members, directors or committee members who did not consent. A signed written consent made by telegram, telex, cablegram, facsimile, or similar means is effective for purposes of giving effective notice pursuant to this requirement.
IN WITNESS WHEREOF, we have hereunto subscribed our names, this first day of November, A.D., 1947.
BEFORE ME, the undersigned authority, a Notary Public in and for Dallas County, Texas, on this day personally appeared:
|Harold A. Bateman||Rufus N. McKnight|
|Hattie L. Henenberg||Robert W. Finklea, Jr.|
|J.J. Fagan||Spencer Carver|
|W. Autry Norton||Douglas E. Bergman|
|Robert L. Dillard, Jr.||Wm. M. Cramer|
|Wm. H. Duls||Paul Carrington|
|D.A. Frank||Grover Hartt, Jr.|
|Roy C. Coffee||Henry Smith|
|J. Cleo Thompson||G.W. Schmucker|
|Ara S. Hyde||Frank G. Newman|
|Alex F. Weisberg||D.M. Oldham|
|H. Bascom Thomas, Jr.||W. Gregory Hatcher|
|W.M. Holland||C.S. Potts|
|Clarence A. Guittard||Neal C. DeShazo|
|Rosser J. Coke||Alexander D. McNabb|
|C.K. Bullard||Alto B. Cervin|
|C.C. Renfro||Edward C. Fritz|
|John C. Robertson||Donald G. Gay|
|Gene Bailey||Neth L. Leachman|
|Jas. Irion Worsham||Fred H. Alexander|
|Frank Cain||M.R. Irion|
|O.O. Touchstone||Roy C. Ledbetter|
|John Butera||E. Taylor Armstrong|
|Royal H. Brin, Jr.||Robert A. Hall|
|Stanley M. Kaufman||Byrd E. White|
|J.E. McLemore, Jr.||Albert B. Morris|
|Ewing Jones||Sol Gordon|
|Clinton Foshee||Regina Urbish|
|J.W. Hassell||Thomas C. Unis|
|Allen Melton||Opal Urbish|
|A.J. Marshall||R.W. Mayo|
|O.D. Brundidge||Edgar P. Haney|
|A.J. Thuss, Jr.||Thomas B. Love|
|Ed C. Stearns||R.L. Dixon|
|Jarrell Garonzik||Carl B. Calloway|
|Dick P. Wood||W.H. Cathey|
|Elizabeth Carp||Dee Brown Walker|
|Herbert S. Bonney, Jr.||J. Glen Turner|
|Curtis Hancock||Beverly B. Neal|
|Nathanial Jacks||Gilbert P. Howard|
|Marshall Thomas||Edward L. Francis|
|Samuel Donosky||Hart Willis|
|William R. McDowell||Eric Eades, Jr.|
|William P. Fonville||Maurice E. Purnell|
|W.H. Jack||Sam P. Burford|
known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that they each executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the first day of November, 1947.
EULA CATES, Notary Public, Dallas County, Texas