Articles of Incorporation
We, the undersigned natural persons of the age of eighteen (18) years or more, acting as incorporators or a corporation under the Texas Non-Profit Corporation Act, adopt the following articles of incorporation of such corporation.
Article I The name of the corporation shall be the Emergency Medical Services Association of Texas, Inc., ("EMSAT").
Article II The corporation is a non-profit corporation.
Article III The duration of this corporation is perpetual.
Article IV The corporation is organized to improve the quality of Emergency Medical Services (EMS) in the State of Texas and for the following purposes:
1. To promote Emergency Medical Services as a recognized Health Care Profession;
2. To assist its members through programs of education, training and communications;
3. To encourage the highest standards of ethics and conduct throughout the Emergency Medical Services community while discouraging discriminatory practices that inhibit good patient care;
4. To encourage improvements in standards for personnel and equipment;
5. To encourage and promote cooperation among persons, organizations, entities or authorities who are directly or indirectly responsible for and/or involved in the Emergency Medical Services profession;
6. To provide information and direction to individuals and governmental bodies on matters pertaining to the Emergency Medical Services industry;
7. To protect the interest and welfare of the members of the Association and the public in which they serve;
8. To establish and enhance rank and file representation regarding legislative changes and rule making decisions that effect Emergency Medical Services personnel at the local, state, and national levels;
9. To actively participate in the future direction of Emergency Medical Services in Texas and nationwide.
Article V The corporation is a non-profit corporation organized for the above purposes and is without stock. No part of its property, whether income or principal, shall ever inure to the benefit of any officer, director or employee of the corporation or of any individual having a personal or private interest in the activities of the corporation, nor shall such officer, director, employee or individual receive or be lawfully entitled to receive any pecuniary profits from the operation of the corporation, except reasonable compensation for services rendered in carrying out one or more of its said purposes. The corporation shall not engage in activities or use its assets in manners that do not further one or more exempt purposes, as set forth in these Articles and defined by the Internal Revenue code and related regulations, rulings, and procedures, except to an insubstantial degree. The Corporation shall not carry on an unrelated trade or business, except as a secondary purpose to the Corporation's primary, exempt purposes.
Article VI Upon the dissolution or liquidation of the corporation for any reason, by lapse of time or otherwise, when it has or is entitled to, any interest in any funds or property of any kind, real, personal or mixed, such funds or property rights thereto shall not be transferred to private ownership, but, upon such dissolution, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the corporation, transfer and set over such funds or property and rights thereto in such a manner and to such organization (or Organizations) which shall at such time of dissolution qualify as an organization exempt from federal income taxation under section 501(a) of the Code, or corresponding provisions hereafter in effect, as an organization (or organizations) described in section 501(c)(3) of the Code, or corresponding provisions hereafter in effect, as the Board of Directors shall determine. Any such funds or property and rights thereto not so disposed of shall be charged with a charitable public trust and shall be thereafter administered and applied to public charitable persons by a trustee or trustees to be appointed pursuant to law by a court of competent jurisdiction.
Article VII The Directors of the corporation shall not be liable to the corporation for monetary damages for an act or omission in the Director's capacity as a Director, except that this article shall not eliminate or limit the liability of a Director for any act described in Article 7.06B(1)-(5) of the Texas Miscellaneous Corporations Law Act, as amended.
Article VIII The street address of the initial registered office of the corporation is 1411 West Avenue, Suite 200, Austin, Texas 78701, and the name of the initial registered agent of the corporation at the foregoing address is Timothy E. Weitz.
Article IX The direction and management of the affairs of the corporation and the control and disposition of its property and funds shall be vested in a board of directors (the "Board of Directors") composed of such number of persons (not less than three) as may be fixed by the Bylaws of the corporation. Until changed by such Bylaws, the original number of directors shall be nine (9). The Directors shall continue to serve until their successors are elected in the manner provided in the Bylaws of the corporation. The names and addresses of the persons who are to serve as the initial Directors are as follows: Name Address
1.) Gary W. Scarborough 210 Wells Fargo Drive #611 Houston, Texas 77090
2.) Sylvin M. Mersiovsky P.O. Box 158 Giddings, Texas 78942
3.) Johnny Price 24931 Plantation Est. Av. Porter, Texas 77365
4.) Virginia C. Hetzel-Martin P.O. Box 670028 Houston, Texas 77267-0028 5.) Ron Haussecker 1100 E. Horton Brenham, Texas 77833
6.) Shannon Wilks P.O. Box 533668 2733 S. 77 Sunshine Strip Harlingen, Texas 78553-3668
7.) Donna Gomez 1100 E. Horton Brenham, Texas 77833
8.) Brett Coghlan 208 E. Tom Green Street Brenham, Texas 77833
9.) Bruce A. Whitten 4905 Randon Houston, Texas 77092
Article X The initial officers of the Corporation shall consist of a President, Vice President, Secretary and Treasurer. Additional officers may be appointed by the Board of Directors. The names and address of the persons who are to serve as the initial officers are as follows:
President: Ron Haussecker 1100 E. Horton Brenham, Texas 77833
Vice President: Johnny Price 24931 Plantation Est. Av. Porter, Texas 77365
Secretary: Shannon Wilks P.O. Box 533668 2733 S. 77 Sunshine Strip Harlingen, Texas 78553-3668
Treasurer: Bruce A. Whitten 4905 Randon Houston, Texas 77092
Article XI The corporation shall have one or more classes or members as provided in the Bylaws.
Article XII The initial Bylaws of the corporation shall be adopted by its Board of Directors, and the power to alter, amend or repeal such Bylaws or adopt new Bylaws shall be vested in the Board of Directors.
Article XIII The Directors shall not engage, participate or intervene in any activity or transaction which would result in the loss by the corporation of its status as an organization exempt from federal income tax under section 501(a) of the Code, or 501(c)(6) of the Code, or corresponding provisions hereafter in effect; and the use, directly or indirectly, of any part of the assets of the corporation in such activity or transaction is hereby expressly prohibited.
Article XIV The names and addresses of the incorporators are: Name Address
1.) Gary W. Scarborough 210 Wells Fargo Drive #611 Houston, Texas 77090
2.) Sylvin M. Mersiovsky P.O. Box 158 Giddings, Texas 78942
3.) Johnny Price 24931 Plantation Est. Av. Porter, Texas 77365
4.) Virginia C. Hetzel-Martin P.O. Box 670028 Houston, Texas 77267-0028
5.) Ron Haussecker 1100 E. Horton Brenham, Texas 77833
6.) Brett Coghlan 208 E. Tom Green Street Brenham, Texas 77833
7.) Bruce A. Whitten 4905 Randon Houston, Texas 77092
