Articles Of Incorporation
Of
Alabama Football Coaches Association, Inc.
An Alabama Non-Profit Corporation

These Articles of Incorporation are signed and acknowledged by the incorporator for the purpose of forming a non-profit corporation under the provisions of the Alabama Non-Profit Corporation Act, as follows:

Article I.

The name of the corporation is: Alabama Football Coaches Association, Inc.

Article II.

The term of the corporation is unlimited and perpetual. In the event of dissolution, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation to any organization or organizations organized and operated exclusively for charitable, educational, or athletic purposes as shall at the time qualify as an exempt organization or organizations under and within the meaning of § 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue law) as the Board of Directors shall determine ("Exempt Organizations"). All Code references in these Articles are to the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue law).

Article III.

1. The purpose or purposes of this corporation are as follows:
   1. To operate exclusively to promote the game of football, its players and coaches in the state of Alabama; to cooperate and work with the AHSAA; to provide a forum for the discussion and a strong voice in affecting legislation important to all football programs; to promote fellowship among coaches and free exchange of ideas on coaching methods and techniques for, charitable, literary and educational purposes within the meaning of § 501(c)(3) of the Code and its Regulations;.
   2. To enter into any kind of activity, and to make, perform and carry out contracts of any kind, in connection with, and necessary or related to, the accomplishment of the foregoing purposes of the corporation.
2. The corporation shall be empowered to receive and administer funds for the aforesaid purpose or purposes and for no other purpose, and to that end, to take and hold by contract, agreement, devise, bequest, gift, purchase, lease, either absolutely or in trust, for such objects and without limitations as to the amount or value, except such limitations, if any, as maybe imposed by law; to sell, convey and dispose of any such property, and to deal with such property for any of the aforementioned purposes, without limitation, except such limitation, if any, as maybe contained in the instrument under which such property is received; and to exercise any, all and every power to do all lawful acts necessary or desirable to carry out its purposes consistent with the provisions of the Alabama Non-Profit Corporation Act and § 501(c)(3) of the Code, but not any other power.
3. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its directors, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purposes set forth in this Article III. 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 publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
4. Notwithstanding any of the provisions of these Articles of Incorporation, this corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under § 501 (c)(3) of the Code and its Regulations, or by an organization to which contributions are deductible under Section 170(c)(2) of the Code and its Regulations.
5. In any year that the organization is treated as a private foundation under § 509 of the Code, the organization shall not engage in any act of self dealing, as defined in § 4941 of the Code; the organization shall distribute its income for such taxable year at such time so as not to become subject to tax under § 4942 of the Code; the organization shall not retain any excess business holdings as defined in § 4943 of the Code; the organization shall not make any investment so as to subject the organization to tax under § 4944; and the organization shall not make any taxable expenditures as defined in § 4945 of the Code.

Article IV.

The location and mailing address of the initial registered office in Alabama is: P.O. Box 262, Clay, AL 35048. The name of the initial registered agent at said address is Jack Wood.

Article V.

The Corporation shall have nine members.

Article VI

The Name and address of each incorporator is as follows:

Article VII

1. The initial Board of Directors shall consist of nine (9) director and the name and address of the initial Board of Director of the corporation who shall serve until their respective successor is elected and qualified are as follows:
   • Name
   • Address

   • Terry Curtis
   • 65 N. Mobile St.
     Mobile, AL 36607

   • Jamie Riggs
   • 109 James Street
     Brewton, AL 36426

   • Bill Clark
   • 502 Sandstone Trace
     Prattville, Al 36066

   • John Holladay
   • 595 County Highway 158
     Hamilton, AL 35570

   • John Grass
   • 75 Brian Knoll
     Odenville, AL 35120

   • Robert Higginbotham
   • 4207 Revere Way
     Northport, AL 35475

   • Jackie O'Neal
   • 4085 Alabama Highway 120
     Notasulga, AL 36866

   • Jere Adcock
   • 1011 Prospect Dr., SE
     Decatur, AL 35601

   • Jack Wood
   • 6838 McFrancis Rd.
     Trussville, AL 35173
2. The corporate powers shall be exercised by the Board of Directors, except as otherwise provided by statute, by the Articles of Incorporation, or by Bylaws hereafter adopted, and any amendments to the foregoing. The number of Directors of the Corporation shall never be less than three (3) and shall be elected for such term and in such manner as the Bylaws shall prescribe. Any member of the Board of Directors may be removed at any time and without assigning any cause therefore, by the affirmative vote of a majority of the remaining Board of Directors as provided in the Bylaws, and written notification of such removal to such Director so removed, who shall, forthwith upon receipt of such notice, be considered as removed from the Board of Directors.
3. In furtherance, and not in limitation, of the powers conferred by statute, the Board of Directors is expressly authorized to make and alter the Bylaws of this Corporation.
4. Any action required or permitted to be taken at any meeting of the Board of Directors or of any Committee thereof may be taken without a meeting if, prior to such action, a written consent thereto is signed by all members of the Board or of such Committee, as the case maybe, and such written consent is filed with the minutes of proceedings of the Board or Committee. Any such written consent shall have the same force and effect as a resolution, duly resolved at a meeting of the Board or of such a Committee.
5. The Corporation may, in its Bylaws, confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon it by statute.

In Witness Whereof, the incorporator has hereunto signed these Articles of Incorporation, on this the 24 day of June, 2005.
Jack Wood
State Of Alabama *
County Of Jefferson *

I, the undersigned, a Notary Public in and for said County and State, hereby certify that Kenneth Battle, whose name is signed as incorporator of Alabama Football Coaches Association, Inc., an Alabama non-profit corporation, is signed to the foregoing Articles of Incorporation, and who is known to me, acknowledged before me on this day, that being informed of the contents of the Articles of Incorporation, he, as such incorporator and with full authority, executed the same voluntarily for and as the act of said corporation.

Given under my hand and official seal, this the 24 day of June, 2005.
Notary Signature
Notary Public
My Commission Expires: 3/7/08