The name of the corporation shall be National Storm Shelter Association.

ARTICLE II. PURPOSE

The purposes for which the corporation is organized is to engage in all and everything necessary and proper for the accomplishment of any of the purposes enumerated in these Articles of Incorporation or any amendment thereof, necessary or incidental to the protection and benefit of the corporation, and in general, either alone or in association with other corporations, firms or individuals, to carry on any lawful pursuit necessary or incidental to the accomplishment of the purposes or the attainment of the objects or the furtherance of such purposes or objects of this corporation, or that the incorporators may determine, as is legal and lawful under the Colorado Nonprofit Corporation Act.

ARTICLE III. DURATION

The period and duration of this corporation is perpetual.

ARTICLE IV. VOTING

Cumulative voting is not authorized.

ARTICLE V. RESTRICTIONS ON TRANSFER OF MEMBERSHIP

The members of this corporation shall have the power to include in the by-laws, adopted by a majority vote of the members of this corporation, any regulatory or restrictive provisions regarding the proposed sale, transfer, or other disposition of any of membership of this corporation by any of its members, or in the event of the death of any of its members.

ARTICLE VI. REGISTERED OFFICE

ARTICLE VII. INITIAL PLACE OF BUSINESS

The address of the initial place of business is 10th and Akron, Civil Engineering Building, Texas Tech University, Lubbock, Texas 79409-1023.

ARTICLE VIII. NUMBER OF DIRECTORS

This corporation shall have three (3) Directors initially. The number of Directors may be increased or diminished from time to time by the by-laws adopted by the members.

ARTICLE IX. NAMES AND ADDRESSES OF DIRECTORS

The names and addresses of the persons who serve as directors are:

James E. Waller, P.E.
HCR 77, Box 161
Altamont, TN 37301

Jeremy Gilstrap
1720 Couch Drive
McKinney, TX 75069

Victor T. Lee
Arch Technology Corporation
11N024 Rippburger Road
Plato Center, IL 60170

ARTICLE X. POWER OF CORPORATION

In furtherance, and not in limitation of the general powers referred by the laws of that State of Texas and of the purpose and objects hereinabove stated, this corporation shall have all and singular the following powers:

This corporation shall have the power to enter into, or become a partner in, any arrangement for sharing profits, union of interest, or cooperation, joint venture or otherwise, with any person, firm or corporation to carry on any business which this Corporation has the direct or incidental authority to pursue.

ARTICLE XI. AMENDED ARTICLES

These Articles of Incorporation may be amended in the manner provided by law. Every amendment shall be approved by the Board of Directors, proposed by them to the members, and approved at a members meeting by a majority of members entitled to vote thereon, unless all the Directors and all the members sign a written statement manifesting their intention that a certain amendment of these Articles of Incorporation be made. All rights of members are subject to reservation.

ARTICLE XII. LIABILITY OF DIRECTORS

Any person who serves as a director, officer, or trustee of this nonprofit corporation and who is not compensated for serving as a director, officer, or trustee on a salary or prorated equivalent basis shall be immune from civil liability for any act or omission which results in damage or injury if such person was acting within the scope of such person’s official function and duties as a director, officer, or trustee unless such damage or injury was caused by the willful and wanton act or omission of such director, officer, or trustee.

Nothing in this Article shall be construed to establish, diminish, or abrogate any duties that a director, officer, or trustee of a nonprofit corporation or nonprofit organization has to the nonprofit corporation or nonprofit organization for which the director, officer, or trustee serves.

For purposes of this Article, a director, officer or trustee shall not be considered compensated solely by reason of:

1. The payment of such person’s actual expenses incurred in attending meetings or in executing such office;
   
   

2. The receipt of meals at meetings; or
   
   

3. The receipt of gifts up to but not exceeding a total value of one thousand dollars in any twelve consecutive months.
   
   

4. The individual immunity granted by subsection 2 of this Article shall not extend to any act or omission of such director, officer, or trustee which results in damage or injury caused by such director, officer, or trustee during the operation of any motor vehicle, airplane, or boat.

Any repeal or modification of this Article shall be prospective only and shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE XIII. STATEMENT AS TO CHARITABLE PURPOSE

The corporation is organized and shall be operated exclusively for public, charitable, or educational purposes as defined by the Internal Revenue Code. In furtherance of such purposes, it may promote, establish, conduct and maintain activities on its own behalf or it may contribute to or otherwise assist other corporations, organizations, and institutions carrying on such activities or any thereof; and for such purposes, it may solicit and receive funds and other property, real, personal and mixed, and interests therein, by gift, transfer, devise, or bequest, and invest, reinvest, hold manage, administer, expend, and apply such funds and property, subject to such conditions and limitations, if any, as may be expressed in any instrument evidencing such gift, transfer, devise or bequest.

No part of the income or principal of the corporation shall inure to the benefit of or be distributed to any member, director, or officer of the corporation or any other private individual, but reimbursement for expenditures or the payment of reasonable compensation for services rendered shall not be deemed to be a distribution of income or principal.

ARTICLE XIV. DISSOLUTION

If, for any reason, it becomes necessary to dissolve this corporation; a) the assets held by the corporation in trust for specified purposes shall be applied so far as is feasible in accordance with the terms of the trust; b) the remaining assets not held in trust shall be applied so far as feasible towards carrying out the purposes stated in these articles of incorporation; c) in the event and to the extent that, in the judgment of the Directors, it is not feasible to apply the assets as provided in the foregoing clauses a) and b), to the tax exempt non-profit organization the Wind Engineering Research Center, Texas Tech University. Otherwise, upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c) (6) 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.

ARTICLE XV. INCORPORATOR

The name and address of the incorporator is Dr. Ernst Kiesling, P.E., Ph.D., 10th and Akron, Civil Engineering Building, Texas Tech University, Lubbock, Texas 79409-1023.