ARTICLES OF INCORPORATION
of

Houston Institute for Culture
(A Non-Profit Corporation)


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     I, the undersigned natural person of the age of eighteen (18) or more, acting as incorporator of a corporation under the Texas Non-Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such Corporation:


ARTICLE ONE
Name
     The name of the Corporation is Houston Institute for Culture.


ARTICLE TWO
Nonprofit Corporation
     The Corporation is a nonprofit corporation.


ARTICLE THREE
Duration
     The period of the Corporation is perpetual.


ARTICLE FOUR
Purposes
     Section 4.01. The Corporation is organized exclusively for charitable and educational purposes as defined in Section 501(c)(3) of the Internal Revenue Code.

     These activities will include, but not be limited to: promotion of cultural and educational activities of artists, educators and non-profit organizations to the public; Distribution of educational resources addressing the benefits and positive effects of cultural interaction, knowledge and understanding in diverse communities; creation of cultural and educational information resources for artists and community members; and, operation of cultural and educational programs, services and facilities.


     Section 4.02. Notwithstanding any other provision of these Articles of Incorporation:

     a. No part of the net earnings of the Corporation shall inure to the benefit of any Director of the Corporation, officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes); and no Director, officer or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.

     b. The Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by any organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under 170(c)(2) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

     c. Upon dissolution of the Corporation or the conclusion of its affairs, the assets of the Corporation shall be distributed exclusively to charitable organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

     d. The Corporation is organized pursuant to the Texas Nonprofit Corporation Act and does not contemplate pecuniary gain or profit and is organized for nonprofit purposes which are consistent with the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.


ARTICLE FIVE
Membership
     The Corporation shall have no voting members.


ARTICLE SIX
Initial Registration Office and Agent
     The street address of the initial registered office of the Corporation is 2601 South Braeswood #1402, Houston, Texas, 77025, and the name of the initial registered agent at such address is Mark Daniel Lacy.


ARTICLE SEVEN
Directors
     The number of Directors constituting the initial Board of Directors of the Corporation is five (5), and the names and addresses of those people who are to serve as the initial Directors are:

    Mark Daniel Lacy       2601 South Braeswood #1402, Houston, Texas, 77025
    Kent Baxter       928 West Gardner Street, Houston, Texas, 77009
    Andrew Campbell       91 Clinton Street #6, New York, New York, 10002
    Angela Elizondo       928 West Gardner Street, Houston, Texas, 77009
    Monika Hallqvist Ortiz       5001 Woodway Drive #1703, Houston, Texas, 77056


ARTICLE EIGHT
Indemnification of Directors and Officers
     Each Director and each officer or former Director or officer may be indemnified and may be advanced reasonable expenses by the Corporation against liabilities imposed upon him or her and expenses reasonably incurred by him or her in connection with any claim against him or her, or any action, suit or proceeding to which he or she may be a party by reason of his or her being, or having been, such Director or officer and against such sum as independent counsel selected by the Directors shall deem reasonable payment made in settlement of any such claim, action, suit, or proceeding primarily with the view of avoiding expenses of litigation; provided, however, that no Director or officer shall be indemnified (a) with respect to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance or duty, (b) with respect to any matters which shall be settled by the payment of sums which independent counsel selected by the Directors shall not deem reasonable payment made primarily with a view to avoiding expenses of litigation, or (c) with respect to matters for which such indemnification would be against public policy. Such rights of indemnification shall be in addition to any other rights to which Directors or officers may be entitled under any bylaw, agreement, corporate resolution, vote of Directors or otherwise. The Corporation shall have the power to purchase and maintain at its cost and expense insurance on behalf of such persons to the fullest extent permitted by this Article and applicable state law.


ARTICLE NINE
Limitation on Scope of Liability
     No Director shall be liable to the Corporation for monetary damages for an act or omission in the Director's capacity as a Director of the Corporation, except and only for the following:

     a. A breach of the Director's duty of loyalty to the Corporation.

     b. An act or omission not in good faith by the Director or an act or omission that involves the intentional misconduct or knowing violation of the law by the Director.

     c. A transaction for which the Director gained any improper benefit whether or not such benefit resulted from an action taken within the scope of the Director's office; or

     d. An act or omission by the Directors for which liability is expressly provided for by statute.


ARTICLE TEN
Informal Action by Directors
     Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by a sufficient number of Directors as would be necessary to take that action at a meeting at which all of the Directors were present and voted. All consents signed in this manner must be delivered to the Secretary or other officer having custody of the minute book within sixty (60) days after the date of the earliest dated consent delivered to the Corporation in this manner. A facsimile transmission or other similar transmission shall be regarded as signed by the Director for purposes of this Article.


ARTICLE ELEVEN
Incorporator
     The name and address of the incorporator is:

    Mark Daniel Lacy       2601 South Braeswood #1402, Houston, Texas 77025




     IN WITNESS WHEREOF, I have hereunto set my hand, this 12th day of August, 2002.


                firma

                Mark Daniel Lacy