CERTIFICATE OF FORMATION OF GEORGETOWN NEUROSCIENCES FOUNDATION
We, the undersigned natural persons of eighteen (18) years or more, acting as organizers of a nonprofit corporation under the Texas Business Organizations Code, do hereby adopt the following Certificate of Formation for such corporation.
NAME OF ORGANIZATION
The name of the corporation is Georgetown Neurosciences Foundation.
2.01 This corporation shall have and may exercise all the rights and powers conferred on nonprofit corporations under the Texas Business Organizations Code, as such law is now in effect or may at any time hereafter be amended.
2.02 Without limiting the effect of Section 2.01, the purposes for which this corporation is organized shall include researching, discovering, investigating, analyzing, developing and validating the means, methods, protocols, procedures and products which effectively and safely prevent or arrest the progression of cognitive impairment and other neurodegenerative diseases.
2.03 Notwithstanding any of the statements of purposes and powers, or anything herein to the contrary, this corporation is organized exclusively for charitable, religious, and educational purposes, and no part of the net earnings of the corporation 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 except that the corporation shall be authorized and empowered to make payments and distributions as expressly permitted by other provisions of these Certificate of Formation. No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of this Certificate, the corporation shall solely carry on activities that are permitted to be carried on by: (a) a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), or the corresponding section of any future federal tax code; and (b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Code, or the corresponding section of any future federal tax code.
The duration of this corporation shall be perpetual.
MEMBERS; BOARD OF TRUSTEES
5.01 The corporation shall have no members.
5.02 The corporation shall be governed by a Board of Trustees in which the control and
management of the corporation shall be vested, except as otherwise specified in the Bylaws of the corporation.
5.03 Initially, the Board of Trustees shall be comprised of seven (7) trustees. The number of trustees constituting the Board of Trustees may be increased or decreased as provided in the Bylaws of the corporation; provided, however, in no event shall there be less than three (3) trustees.
6.01 In the process of dissolution, the assets of this corporation shall be applied and distributed as follows:
(i) All liabilities and obligations of the corporation shall be paid, satisfied and discharged, provided, however, that in the event that the property and assets of the corporation are insufficient to satisfy or discharge all of the corporation’s liabilities and obligations, the corporation shall apply them so far as they will go to the just and equitable payment of the liabilities and obligations. This shall not be construed to require payoff of any secured creditor where the asset providing security is transferred and the indebtedness and obligation is assumed by the transferee.
(ii) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements.
(iii) The remaining assets of the corporation shall be distributed only for tax exempt purposes to one or more organizations which are exempt under Section 501(c)(3) of the Code, pursuant to a plan of distribution adopted as provided in the Texas Non-Profit Corporation Law.
6.02 Subject to the limitations and requirements in Section 6.01 hereof, the assets may be transferred subject to existing mortgages, liens, or encumbrances against such assets, and the Board of Trustees may require, as a condition of the transfer of such assets, that the entity receiving such assets agree to assume any indebtedness secured by such mortgage, lien, or encumbrance.
This Certificate of Formation may be amended only by an affirmative vote of two-thirds of the total members of the Board of Trustees, provided a written notice of such proposed amendment of the Certificate of Formation is given to members of the Board of Trustees at least ten (10) days prior to the date of the meeting or all members of the Board of Trustees shall have waived in writing the giving of said prior notice.
NONPROFIT CORPORATION The corporation is a nonprofit corporation.
The corporation shall be operated in conformity with applicable regulations of the Code, including regulations promulgated pursuant to Section 501(c)(3) of the Code, and any other provision of law pursuant to which the corporation is entitled to the benefit of tax-exempt status.
EXEMPTION OF TRUSTEES FROM LIABILITY
A trustee of the corporation shall not be personally liable to the corporation for monetary damages for an act or omission in the trustee’s capacity as a trustee, except to the extent that any applicable law may prevent such trustee from being relieved of such personal liability. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation of the personal liability of a trustee of the corporation existing at the time of such repeal or modification.
11.01 To the maximum extent allowed by law, the corporation shall indemnify any present or former trustee or officer of the corporation who, because such person was or is a trustee or officer of the corporation, is made subject to any action, suit, proceeding, appeal, injury or investigation, against any judgments, penalties (including excise and similar taxes), fines, settlements, and reasonable expenses (including court costs and attorneys’ fees) actually incurred by such person in connection with such action, suit, proceeding, appeal, inquiry or investigation.
11.02 The corporation may provide for the advance payment or reimbursement for expenses in advance of the final disposition of any action, suit, proceeding, appeal, inquiry or investigation for which a person is entitled to indemnification, provided that the corporation receives a written affirmation from such person that such person has a good faith belief that such person has met the standard of conduct for indemnification under this Certificate of Formation and the Texas Business Organizations Code, and a written understanding by or on behalf of such person to repay the amount advanced or reimbursed if the final determination is that the person has not met such standard for indemnification.
11.03 The corporation may purchase or procure insurance to cover any costs related to providing indemnification pursuant to this ARTICLE XI.
ACTION BY LESS THAN UNANIMOUS WRITTEN CONSENT
Action required to be taken at a regular or special meeting of the corporation’s Board of Trustees, or committee thereof, may be taken without a meeting if a written consent, stating the action to be taken, is signed by the number of trustees or committee members necessary to take that action at a meeting at which all of the trustees or committee members are present and voting. Such consent must state the date of each trustee’s or committee member’s signature.