Unadopted — Articles of Incorporation

Article I: Name

The name of this corporation is Armstrong Park Cultural District Foundation, Inc.

Article II: Purpose

The Armstrong Park Cultural District Foundation, Inc. is organized exclusively for charitable, educational, and cultural purposes under Section 501(c)(3) of the Internal Revenue Code. The primary mission of the Foundation is to support the City of Duncanville and its community in securing Cultural District designation from the Texas Commission on the Arts. To that end, the Foundation fosters artistic growth, cultural engagement, audience and patron development, stakeholder collaboration, community representation, regional awareness, and economic development through strategic partnerships and programming.

Article III: Duration

The duration of the Foundation shall be perpetual unless dissolved in accordance with the provisions set forth in these Articles of Incorporation.

Article IV: Principal Office

The principal office of the Foundation shall be located in Duncanville, Texas, or at such other location as determined by the Board of Directors.

Article V: Governance

The Foundation shall be governed by a Board of Directors, which shall oversee its operations, finances, and strategic direction. The composition, responsibilities, and terms of service of the Board shall be outlined in the Foundation’s Bylaws.

Article VI: Membership

The Foundation shall not have members. All decision-making authority shall be vested in the Board of Directors.

Article VII: Powers

The Foundation shall have all powers necessary and appropriate to carry out its stated purpose, including, but not limited to:

  1. Receiving and administering funds for the benefit of the Armstrong Park Cultural District.

  2. Applying for and accepting grants, donations, and contributions from individuals, corporations, foundations, and government entities.

  3. Organizing and supporting cultural, artistic, and educational programs and events.

  4. Entering into partnerships and agreements with public and private organizations to further its mission.

  5. Owning, leasing, and managing property for the benefit of the Armstrong Park Cultural District.

Article VIII: Nonprofit Status

The Foundation is a nonprofit corporation. No part of its net earnings shall benefit any private individual or entity, except that reasonable compensation may be paid for services rendered in furtherance of its mission. The Foundation shall not engage in any political campaign activities or lobbying beyond what is permitted under Section 501(c)(3) of the Internal Revenue Code.

Article IX: Dissolution

In the event of dissolution, the assets of the Foundation shall be distributed exclusively to one or more organizations that are exempt under Section 501(c)(3) of the Internal Revenue Code and whose purpose aligns with the mission of promoting arts, culture, and community engagement.

Article X: Indemnification

The Foundation shall indemnify and hold harmless its officers, directors, and employees from any liability, to the fullest extent permitted by Texas law, provided such individuals acted in good faith and in the best interests of the Foundation.

Article XI: Amendments

These Articles of Incorporation may be amended by a two-thirds (2/3) majority vote of the Board of Directors, provided that such amendments do not conflict with the nonprofit status and mission of the Foundation.

Article XII: Registered Agent

The Foundation shall maintain a registered agent in the State of Texas, who shall be designated in accordance with Texas law. The name and address of the initial registered agent shall be set forth in the initial filing with the Texas Secretary of State.

Certification

We, the undersigned, do hereby certify that the above Articles of Incorporation have been adopted as the governing document of the Armstrong Park Cultural District Foundation, Inc.