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ARTICLE I

 

NAME

 

Section 1.01 Name.  The name of this corporation shall be American Flags Foundation, Inc. The business of the corporation will be conducted as American Flags Foundation, Inc. and shall file a trade name or other certificate as required by law.

 

 

ARTICLE II

 

DURATION

 

Section 2.01 Duration.  The period of during of the corporation is perpetual.

 

 

ARTICLE III

 

PURPOSE

 

Section 3.01 Purpose.  American Flags Foundation, Inc. is a non-profit corporation and shall operate exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code. American Flags Foundation, Inc. is committed to empowering individuals facing mental health challenges through a holistic approach. The organization is focused on eradicating the stigma surrounding mental health through educational content, establishing therapeutic farms as sanctuaries for healing, and researching the housing provisions provided for individuals with mental health challenges. American Flags Foundation, Inc. will provide a nurturing environment where individuals can learn, thrive, and practice effective coping strategies, techniques, and methods, fostering resilience, personal growth, and holistic well-being. In dedication to community, the nonprofit will extend support to other mental health organizations of like kind, contributing resources, collaborations, and nurturing creativity. Additionally, American Flags Foundation, Inc. will strive to advance the understanding of mental health through innovative research initiatives, aiming to create a positive impact on the lives of individuals, families, and communities affected by mental health issues.

 

American Flags Foundation, Inc. will have programs that include sending out ambassadors to raise social consciousness about the cause on a local and global level, and to hold fundraising events in order to provide immediate relief and assistance to those suffering from mental health battles regardless of their race, ethnicity, or religion.

 

To maximize the organization’s impact on current efforts, it may seek to collaborate with other non-profit organizations which fall under the 501(c)(3) section of the internal revenue code and are operated exclusively for educational and charitable purposes.

 

 

 

ARTICLE IV

 

NON-PROFIT NATURE

 

Section 4.01 Non-Profit Nature.  American Flags Foundation, Inc. is organized exclusively for charitable and educational purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code. No part of the net earnings of American Flags Foundation, Inc. shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.

 

Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

American Flags Foundation, Inc. is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its educational and charitable purposes. No part of the assets, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles.

 

Section 4.02 Personal Liability.  No officer or director of this corporation shall be personally liable for the debts or obligations of American Flags Foundation, Inc. of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this corporation.

 

Section 4.03 Dissolution.  Upon termination or dissolution of the American Flags Foundation, Inc., any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.

 

The organization to receive the assets of the American Flags Foundation, Inc. hereunder shall be selected by the discretion of a majority of the managing body of the American Flags Foundation, Inc. and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the American Flags Foundation, Inc. by one (1) or more of its managing body which verified petition shall contain such statements as reasonable indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practical to organizations located within the State of Texas.

 

In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasure of the State of Texas to be added to the general fund.

 

Section 4.04 Prohibited Distributions.  No part of the net earnings, or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its members, directors, officers or other private person or individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III, Section 3.01.

 

Section 4.05 Restricted Activities.  No substantial part of the corporation’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.

 

Section 4.06 Prohibited Activities.  Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal income tax, or (II) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

 

ARTICLE V

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BOARD OF DIRECTORS

 

      Section 5.01 Governance.  American Flags Foundation, Inc. shall be governed by its board of directors.

 

      Section 5.02 Initial Directors.

 

• President – James Lewis

 

• Vice President – Paul Varnish

 

• Treasurer / Secretary – Carrie Renee

 

 

 ARTICLE VI

 

MEMBERSHIP

 

Section 6.01 Membership.  American Flags Foundation, Inc. shall have no members. The management of the affairs of the corporation shall be vested in a board of directors, as defined in the corporation’s bylaws.

 

 

ARTICLE VII

 

AMENDMENTS

 

Section 7.01 Amendments.  Any amendments to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.

 

 

ARTICLE VIII

 

ADDRESS OF THE CORPORATION

 

Section 8.01 Corporate Address. 

 

• The physical address of the corporation is:

  • 18000 Prato Drive, Pflugerville, TX 78660

 

• The mailing address of the corporation is:

  • 18000 Prato Drive, Pflugerville, TX 78660

 

 

ARTICLE IX

 

APPOINTMENT OF REGISTERED AGENT

 

Section 9.01 Registered Agent.

 

• The registered agent of the corporation shall be:

  • James Lewis 

 

 

ARTICLE X

 

TEMPORARY PHYSICAL ADDRESS

 

Section 10.01 Temporary Physical Address. The principal office of the organization shall initially be located at 18000 Prato Drive, Pflugerville, TX 78660, until such a time as a suitable building, land, or office space can be acquired. Any change in the organization’s physical address shall be duly noted in the records and reported to the appropriate authorities in accordance with applicable laws and regulations.

 

 

ARTICLE XI

 

 

INCORPORATOR

 

Section 10.01 Incorporator.  The incorporator of the corporation is James Lewis

 

*Last updated March 22, 2024*