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Certificate 1992 September 25iXo o�� q � F 1 a t r 0f T rxas L7- fttr� of fufe CERTIFICATE OF INCORPORATION OF NORTHEAST FIRE TRAINING ASSOCIATION CHARTER NUMBER 01245580 THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS, HEREBY CERTIFIES THAT THE ATTACHED ARTICLES OF INCORPORATION FOR THE ABOVE NAMED CORPORATION HAVE BEEN RECEIVED IN THIS OFFICE AND ARE FOUND TO CONFORM TO LAW. ACCORDINGLY, THE UNDERSIGNED, AS SECRETARY OF STATE, AND BY VIRTUE OF THE AUTHORITY VESTED IN THE SECRETARY BY LAW, HEREBY ISSUES THIS CERTIFICATE OF INCORPORATION. ISSUANCE: OF THIS CERTIFICATE OF INCORPORATION DOES NOT AUTHORIZE THE USE OF A CORPORATE NAME IN THIS STATE IN VIOLATION OF THE RIGHTS OF ANOTHER UNDER THE FEDERAL TRADEMARK ACT OF 1946, THE TEXAS TRADEMARK LAW, THE ASSUMED BUSINESS OR PROFESSIONAL NAME ACT OR THE COMMON LAW. DATED SEP. 25, 1992 qb—a Secretary of State FILED in the Office of the ARTICLES OF INCORPORATION Secretary of State of Texas OF THE S E P 25 7992 NORTHEAST FIRE TRAINING ASSOCIATION Corporations Section 1. The name of this corporation is the NORTHEAST FIRE TRAINING ASSOCIATION. 2. The corporation is a non-profit corporation. 3. The period of its duration shall be perpetual. 4. A. General Purposes. Charitable and educational. B. Specific Purposes. To further the professional advancement of the fire service in Northeast Tarrant County (the "Area") and to promote fast and efficient cooperation between member cities to insure and maintain greater protection of human life and property from fire and other program activities in fulfillment of this corporate purpose. C. Other Purposes. To carry on any other lawful business and to do any and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes or the attainment of any or all of the objects hereinbefore enumerated or incidental to the powers herein named or for the enhancement of the value of the property of the corporation or which shall at any time appear conducive thereto or expedient; to have all the rights, powers and privileges now or hereafter conferred by the laws of the State of Texas or under any act amendatory thereof, supplemental thereto or substituted therefor. D. Restrictions. In all events and under all circumstances, no part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, 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 Article Five hereof. 5. To accomplish the foregoing objectives and purposes, the corporation shall have the following powers: A. To serve as the recognized organization for the exchange of ideas, information, knowledge and experience in matters relating to the fire service in.the Area; B. To encourage and develop public fi-e safety education and fire prevention for the preservation of life and material resources from destruction by fire; C. To support and propose sound progressive programs at all levels of government to assure the advancement and development of the fire service in order to provide the optimum protection to the public; D. To operate any educational -related facility in accordance with licenses, rules, and regulations issued by appropriate governmental agencies; E. To take by will or by gift, in trust or absolutely, cash.or property, subject to any terms, conditions or limitations which may be contained in the instrument by which said cash or property is acquired. F. To acquire by purchase, lease, contract or otherwise, any property, real, personal or mixed; G. To borrow money and execute notes, mortgages and other contracts; H. To have and maintain one or more offices and to conduct any or all of its operations and business therefrom; I. To do any and all things herein set forth as principal, agent, trustee or otherwise, alone or in company with others; J. To do any and all such further acts and things and to exercise any and all such further powers as may be necessary, incidental, conducive, appropriate or desirable for the accomplishment or carrying out or attainment of all or any of the foregoing objects or purposes; and to have and to exercise all the powers conferred by the the laws of the State of Texas upon religious, charitable, scientific and educational corporations, as such laws are now in effect or may at any time hereafter be enacted or amended. 6. The address of the initial registered office of the Corporation is 7202 Dick Fisher Drive North, North Richland Hills, Texas 76118, and the name of its initial Registered Agent at such address is Stan R. Gertz. 7. The management and operation of the business and affairs of the corporation shall be vested in the board of directors of the corporation. -2- A. The number of persons constituting the initial board of directors is three (3) and the names and addresses of the persons who are to serve as the initial directors are: Joe Erwin 2100 Precinct Line Rd. Hurst, Texas 76054 Stan R. Gertz 7202 Lick Fisher Drive North North Richland Hills, Texas 76118 Bill Powers 601 Bcyd Drive Grape'.ine, Texas 76051 B. The number of directors of the corporation shall be as determined in the By -Laws of the corporation. 8. No director shall have any vested rights in the assets of the corporation. 9. The name and street address of the incorporators are: Joe Erwin 2100 Precinct Line Rd. Hurst, Texas 76054 Stan R. Gertz 7202 Dick Fisher Drive North North Richland Hills, Texas 76118 Bill Powers 601 Boyd Drive Grapevine, Texas 76051 10. In accordance with Art. 1396-2.08 of the Texas Non -Profit Corporation Act, the corporation shall have such classes of members as set forth in the By -Laws o4 the corporation. 11. The membership of the corporation shall have the authority,- upon such notice as is s_Decified in the By -Laws of the corporation, to adopt, amend, alter or repeal the By -Laws of the corporation by the affirmative vote of two-thirds (2/3) of the regular membership of the corporation. 12. On discontinuance of the corporation by,dissolution or otherwise, and pursuant to Art. 1396-6.02(A(2)) and (A(3) of the Texas Non -Profit Corporation Act, the board of directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, to such member cities who donated such specific assets or such assets shall be sold, at the option of such member cities and such funds distributed equ;3lly among the current member cities at the' time of such discontinuance. -3- 13. The corporation reserves the eight to amend, alter, change or repeal any provision: contained in these Articles of Incorporation by the affirmative vote of three -fourths (3/4) of the regular membership of the corporation, provid,='d that the amendment shall have been proposed in writing by at least three (3) directors and submitted to the regular membership at least thirty (30) days prior to the meeting at which the ame;.:dment is adopted. ,Joe w n, IncQr orat r 19 ,fI i-xc. S&G z corporator y 1-11 STATE OF TEXAS "Bill oweLs, Incorporator } COUNTY OF TARRANT ) BEFORE ME, the undersigned Notary Pu lic, on this day personally appeared Joe Erwin, known to me to be one cf the persons whose name is subscribed to the foregoing document and, heing by me first duly sworn, declared that the statements therein are ue and correct. GIVEN UNDER MY HAND AND SEAL OF (�FPICE on11�S, 19Z- ary Pubes, Statk of Texas STATE OF TEXAS ) COUNTY OF TARRANT ) BEFORE ME, the undersigned Notary Public, on this day personally appeared Stan R. Gertz, known to me to be one of the persons whose name is subscribed to tl:e foregoing document and, being by me first duly sworn, declared that. the statements therein are true and correct. A GIVEN UNDER MY HAND AND SEAL OF OVICE on llj��rC 1& y' STE'rEM. U1,G Notary Pubic ary Pub J \� STATE OF TEA -AS My Comm. Ezp, JUIL 1i, 1iD -4- Sta%e of Texas STATE OF TEXAS ) COUNTY OF TARRANT ) BEFORE ME, the undo -,signed Notary Pu):".ic, on this day personally appeared Bill Powers, known to me to be one of the persons whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements therein are true and correct. GIVEN UNDER MY HAND AND SEAL OF 4FICE on [7eSTATE TEVEM. KING of ary Pu 1 i , St e of Texas otary Public OF TEXAS . Exp. JJL 11, V33 -5- .