Articles of Incorporation

The Texas Business Organizations Code, Chapter 22, Nonprofit Corporations requires that a corporation have articles of incorporation in order to be incorporated. Incorporating brings many complicated benefits to an organization. At its most simplistic level, incorporation makes it easier to conduct business and limits the liability of individuals involved in the corporation.

The initial articles of incorporation of a corporation cannot be changed without dissolving the corporation and creating a new one. They can, however, be amended. Amendments are simply added onto the articles of incorporation, much like the amendments to the United States Constitution are tagged onto the end of the Constitution.

In order to clarify the articles of incorporation, especially when the amendments are lengthy or cumbersome, the corporation may adopt a “restated articles of incorporation,” in which the amendments are incorporated into the original articles of incorporation, so that it reads as a single unified document. This restatement is a convenience tool, and does not actually replace the original articles of incorporation. The restatement usually begins with a synopsis of the amendments that have been incorporated into the original articles.

Dignity/Houston, Inc. has chosen to adopt such a restated articles of incorporation.

You can also view and download a PDF version of these articles.

Restated Articles of Incorporation of Dignity/Houston, Inc. (As Amended Effective September 12, 2015)

  1. After being proposed by the Board of Trustees of Dignity/Houston, Inc. (the “Corporation”) and submitted to the Corporation’s membership in accordance with the provisions of Section 22.109 of the Texas Business Organizations Code, an amendment to Article IV of the Articles of Incorporation was adopted by the members of the Corporation at the Annual Meeting of Members held on September 12, 2015, in conformity with the provisions of the provisions of the Texas Business Organizations Code, the Articles of Incorporation of the Corporation and the Bylaws of the Corporation, so that Sections 4.01(a), 4.01(c), 4.0(d) and 4.01(f) of Article Four of the Articles of Incorporation are hereby amended to read as follows:
    1. “To effectuate a ministry to all members of the Roman Catholic faith, with an especial emphasis on a ministry to Lesbian, Gay, Bisexual, Transgender, Queer or Questioning (“LGBTQ”) men and women and all other interested individuals who wish to associate themselves with the spiritual teachings of the Roman Catholic Church and who share a belief that LGBTQ spirituality is enfolded in the Gospel of the New Testament and the teachings of the Roman Catholic Church; and”
    2. “To offer support, affirmation and healing to those members of the LGBTQ community who have not yet reconciled themselves to the acceptance of their sexuality within a Christian framework; and”
    3. “To initiate a dialogue with the hierarchy of the Roman Catholic Church in order to educate the Church about the spiritual needs of its LGBTQ members and to integrate LGBTQ Catholics into the liturgy of the Roman Catholic Church; and”
    4. “To foster and promote a dialogue with and cooperation with other organizations serving the LGBTQ community of Houston, Texas and nearby communities, including allowing these organizations to use the facilities maintained by the Corporation in which to hold their meetings; and”
  2. Section 4.04 of Article Four of the Articles of Incorporation is restated to include an amendment passed on February 02, 2002 at a meeting of the Members of the Corporation to make that section read as follows:
    “4.04 Upon dissolution of this corporation all remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal Tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose.”
  3. Article Five of the Articles of Incorporation is amended to reflect the current address and registered agent of the Corporation as follows:
    “The street address of the registered office of the Corporation is 401 Branard Street, Room 116, Houston, Texas, and the name of its registered agent at such address is LARRY E. LUTZ.”

Article One

The name of the Corporation is DIGNITY/HOUSTON, INC.

Aticle Two

The corporation is a non-profit Corporation.

Article Three

The period of its duration is perpetual.

Article Four

4.01 The purposes for which the Corporation is organized are:

  1. To effectuate a ministry to all members of the Roman Catholic faith, with an especial emphasis on a ministry to Lesbian, Gay, Bisexual, Transgender, Queer or Questioning (“LGBTQ”) men and women and all other interested individuals who wish to associate themselves with the spiritual teachings of the Roman Catholic Church and who share a belief that LGBTQ spirituality is enfolded in the Gospel of the New Testament and the teachings of the Roman Catholic Church; and
  2. To promote an active sacramental life among the members of the Corporation and interested individuals and, in furtherance of this purpose, to conduct worship services, to engage in prayer/reflection meetings, seminars and retreats, to conduct scripture study classes, and to organize church social events (all for the purpose of fostering an increased awareness of the faith of the members and other interested individuals and of fostering Christian fellowship among the members and other interested individuals); and
  3. To offer support, affirmation and healing to those members of the LGBTQ community who have not yet reconciled themselves to the acceptance of their sexuality within a Christian framework; and
  4. To initiate a dialogue with the hierarchy of the Roman Catholic Church in order to educate the Church about the spiritual needs of its LGBTQ members and to integrate LGBTQ Catholics into the liturgy of the Roman Catholic Church; and
  5. To own and/or lease real property and personal property for the express purpose of having facilities at which the Corporation could meet and carry out its purposes; and
  6. To foster and promote a dialogue with and cooperation with other organizations serving the LGBTQ community of Houston, Texas and nearby communities, including allowing these organizations to use the facilities maintained by the Corporation in which to hold their meetings; and
  7. To engage in charitable activities, whether by volunteering the services of the Corporation and/or its members or by the raising of monies; with such activities directed toward and the proceeds derived therefrom being donated to charitable organizations that the membership of the Corporation may choose; and
  8. To engage in any business and/or activities which a non-profit Corporation may lawfully engage in.

4.03 Notwithstanding any other provision of these Articles of Incorporation no part of the net earnings of the Corporation shall inure to the benefit of any trustee of the Corporation, officer of the Corporation, or any private individual (except that reasonable compensation may by paid for services rendered to or for the Corporation affecting one or more of its purposes), and no trustees shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.

4.04 Upon dissolution of this corporation all remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal Tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose.

4.05 The Corporation is organized pursuant to the Texas Non-Profit Corporation Act and does not contemplate pecuniary gain or profit to the members thereof and is organized for non-profit purposes.

Article Five

The street address of the registered office of the Corporation is 401 Branard Street, Room 116, Houston, Texas, and the name of its registered agent at such address is LARRY E. LUTZ.

Note: The address of the registered office and agent of the corporation has been changed with the Office of the Texas Secretary of State.