. ARTICLES OF INCORPORATION OF INSTITUTE FOR STUDIES OF TEXAS ARTICLE ONE FILED Of?ce of the Hate of Texas Clerk Corp ?stuns Section The name of the corporation is Institute For Humane Studies of Texas. ARTICLE TWO The corporation is a non-profit corporation. ARTICLE THREE The period of its duration is perpetual. ARTICLE FOUR The purposes for which the corporation is organized are charitable, literary and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended. ARTICLE FIVE The street address of the initial registered office of the corporation is 4800 San Felipe, Suite 440, Houston, Texas 77056 and the name of the initial registered agent is Gregory F. Rehmke. ARTICLE SIX The number of directors constituting the board of directors shall be as specified in the bylaws of the corporation, but shall not be less than three. The names and addresses of the persons who are to serve as the initial directors are as follows: 1177 University Drive Box 1149 J. P. Humphreys Menlo Park, California 94028 C. G. Koch 1177 University Drive Box 1149 Menlo Park, California 94026 ..I 0000750l795 C. G. Koch 1177 University Drive Box 1149 Menlo Park, California 94026 W. L. Law 1177 University Drive Box 1149 Menlo Park, California 94026 ARTICLE SEVEN The corporation has no members thereof as such. The persons from time to time constituting the board of directors of the corporation are, for the purposes of any statutory provision or rule of law relating to non-profit corporations, the members of the corporation and shall exercise all the rights and powers of members thereof. ARTICLE EIGHT The corporation shall indemnify, to the fullest extent permitted by Texas law, every person who is or was a director of the corporation and any person who, while a director of the corporation, is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise with respect to all costs and expenses incurred by such person as a result of such person being made or threatened to be made a defendant or respondent in a proceeding by reason of his holding a position named above in this paragraph. The corporation shall indemnify, to the fullest extent that indemni~ fication for directors is permitted by Texas law, every person who is or was an officer of the corporation and any person who, while an officer of the corporation, is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise with respect to all costs and expenses incurred by such person as a result of such person being made or threatened to be made a defendant or respondent in a proceeding by reason of his holding a position named above in this paragraph- The corporation shall advance expenses to any person named in paragraph or of this Article who was, is, or is threatened to be made a party in a proceeding by reason of his holding a position named in paragraph or to the fullest extent permitted by Texas law. .r 0000750l2396 It is the intent of the corporation to indemnify the persons referred to in this Article to the fullest extent permitted by law. The indemnification provided by this Article shall not be deemed esclusive of any other rights to which those seeking indemnification may be entitled under any law, the corporation's bylaws, any agreement, vote of shareholders or directors, or otherwise, or under any policy or policies of insurance purchased and maintained by the corporation on behalf of any such person, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification provided by this Article shall be subject to all valid and applicable laws, including, without limitation, Article 2.22 of the Texas Non-Profit Corporation Act, and, in the event this Article or any of the provisions hereof or the indemnification contemplated hereby are found to be inconsistent with or contrary to any such valid laws, the latter shall be deemed to control and this Article shall be regarded as modified accordingly, and, as so modified, to continue in full force and effect. ARTICLE NINE The Board of Directors of this corporation is expressly authorized to alter, amend, or repeal the corporation's bylaws or to adopt new bylaws of this corporation without any action on the part of the shareholders. ARTICLE TEN The name and address of each incorporator is: 4200 Texas Commerce Tower Houston, Texas 77002 Robert L. Bradley Robert L. Bradley, Jr. 1201 McDuffie, #150 Houston, Texas 77019 Walter E. Grinder 1177 University Drive Box 1149 Menlo Park, California 94016 $3.435; Robert L. Ewing We. Md. Robert L. ?Br?iley, Jr.? f. (has Walter E. Grinder 0000?501797 STATE OF TEXAS 5 COUNTY OF HARRIS 5 Before me, a notary public, on this day personally appeared Robert L. Bradley and Robert L. Bradley, Jr. known to me to be the persons whose names are subscribed to the foregoing document and, being by me first duly sworn, severally declared that the statements therein contained are true and correct. Given under my hand and seal of office this (on-i - day of Ag?s'f" ,1984. .. . . .. r. (Printed or stamped name)": Notary Public, State of Tories;- SUSAN PIERCE My commission expires: ?cliff-Public and for a? slave of Tom 19 My Cod?ruiow'?fnm January 16,1983 STATE OF CALIFORNIA 5 COUNTY OF .514? ['30 5 Before me, a notary public, on this day personally appeared Walter E. Grinder, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, severally declared that the statements therein contained are true and correct. Given under my hand and seal of office this day of SEPTEM 1315121 1984. r/ dine: {Printed or stamped name) Notary Public, State of California My commission expires: JULY 22. ?19 d7 OFFICIAL SEAL -. 1., RAYMOND HOOPES JR I . NOTARY PUBLIC - CALIFORNIA 5 SAN MATEO mum My comm. ?plus JUL 22, 1958 wrurw? 1' T'r-Iv-r-r-Ir