,?oizmiooyaa (SLED tn the Office of the ?Secretary of State of Texas AUG 2 3 1993 Corporations Section ARTICLES OF INCORPORATION OF TEXAS TOURNAMENT BASEBALL, INC. I, the undersigned natural person over the age of eighteen (18) years, acting as incorporator, adOpt the following Articles of Incorporation of Texas Tournament Baseball, Inc. (the "Corporation") under the Texas Non-Profit Corporation Act (the ARTICLE ONE NAME The name of the Corporation is Texas Tournament Baseball, Inc. ARTICLE TWO NON PROFIT CORPORATION The Corporation is a non profit corporation. Upon dissolution, all the Corporation's assets shall be distributed to the State of Texas or an organization exempt from taxes under the Internal Revenue Code Section 501(c) (3) for one or more purposes that are exempt under the Texas franchise tax. ARTICLE THREE DURATION The Corporation shall continue in perpetuity. ARTICLE FOUR PURPOSES The purposes for which the Corporation is organized are to perform charitable activities within the meaning of Internal Revenue Code Section 501(c) (3). Specifically, the Corporation is organized to foster national or international amateur sports competition (none of which activities shall involve the provision of athletic facilities or equipment) through, among other things, the establishment and maintenance of baseball teams, leagues, and/or associations and the promotion and develop of competition among those teams, leagues and/or associations in the sport of baseball and to otherwise promote, conduct, and participate in such related activities as may, from time to time, be permitted under Section 501(c) (3) of the Internal Revenue Code and the regulations issued thereunder. ARTICLE FIVE POWERS Except as otherwise provided in these Articles, the Corporation shall have all of the powers provided in the Act. ARTICLE SIX RESTRICTIONS AND REQUIREMENTS The Corporation shall not pay dividends or other corporate income to its directors or officers-or otherwise accrued distributable profits or permit the realization of private gain. The Corporation shall have no power to take any action prohibited by the Act. The Corporation shall not have the power to engage in any activities, except to an insubstantial decree, that are not in furtherance of the purposes set forth above. The Corporation shall have no power to take any action that would be inconsistent with the requirements for a tax exemption under Internal Revenue Code Section 501(c) (3) and related regulations, rulings and procedures. The Corporation shall have no power to take any action that would be inconsistent with the requirements for receiving tax deductible charitable contributions under Internal Revenue Code Section 170(c) (2) and related regulations, rulings and procedures. Regardless of any other provision in these Articles of Incorporation or state law, the Corporation shall have no power to: Engage in activities or use its assets in manners that are not in furtherance of one or more exempt purposes, as set forth above and defined by the Internal Revenue Code and related regulations, rulings and procedures, except to an insubstantial degree. Serve a private interest other than one that is clearly incidental to an overriding public interest. Devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise, except as provided by the Internal Revenue Code and related regulations, rulings and procedures. Participate in or intervene in any political campaign on behalf of or in Opposition to any candidate for public office. The prohibited activities include the publishing or distributing of statements and any other direct or indirect campaign activities. Have objectives that characterize it as an "action organization? as defined by the Internal Revenue Code and related regulations, rulings, and procedures. Distribute its assets on dissolutions other than for one or more exempt purposes; on dissolution, the Corporation's assets shall be distributed to the state government for a public purpose, or to an organization exempt from taxes under Internal Revenue Code Section 501(c) (3) to be used to accomplish the general purposes for which the Corporation was organized. Permit any part of the net earnings of the Corporation to inure to the benefit of any private shareholder or member of the Corporation or any private individual. . Carry on an unrelated trade or business except as a secondary purpose related to the Corporation's primary, exempt, purposes. ARTICLE SEVEN MEMBERSHIP The Corporation shall have no members. ARTICLE EIGHT INITIAL REGISTERED OFFICE AND AGENT The post office address of its initial registered 8 (Lt- office is Lake Jackson, Texas, 77566, and the name of its initial registered agent at such address is Everet E. Kennemer, ARTICLE NINE BOARD OF DIRECTORS The qualifications, manner of selection, duties, terms and other matters relating to the Board of Directors (the "Board of Directors?) shall be provided in the By?Laws. The initial Board of Directors shall consist of three (3) persons. The number of directors may be increased or decreased by amendment of the By?Laws of the Corporation. The initial Board of Directors shall consist of the following persons at the following addresses: Name of Director Everet E. Kennemer, Clay Dean Hill Michael V. Neff Street Address 8 West Way Court Lake Jackson, 77566 3941 County Road 895 Manvel, TX 77578 240 Woodhaven Drive West Columbia, TX 77486 ARTICLE TEN LIMITATION ON LIABILITY OF DIRECTORS A Director is not liable to the Corporation for monetary damages for an act or omission in the Director's capacity as Director except to the extent otherwise provided by a statute of the State of Texas. ARTICLE ELEVEN INDEMNIFICATION The Corporation may indemnify a person who was, is or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was a Director or other person related to the Corporation regardless of the provisions in the Act governing indemnification. As provided in the By?Laws, the Board of Directors shall have the power to define the requirements and limitations for the Corporation to indemnify Directors, officers or others related to the Corporation. ARTICLE TWELVE CONSTRUCTION All references in these Articles of Incorporation to statutes, regulations or other sources of legal authority shall refer to the authority cited, or their successors, as they may be amended from time to time. ARTICLE THIRTEEN INCORPORATOR The name and street address of the incorporator Wes Griggs 301 South 17th Street West Columbia, Texas 77486 I execute these Articles of Incorporation on the gm day of August, 1993. GGS