The Texas High Speed Rail Corporation

TEXAS HIGH SPEED RAIL and TRANSPORTATION CORPORATION ARTICLES OF INCORPORATION

Pursuant to Article 1396-3.02, Texas Revised Civil Statutes, as amended (the “Texas Non-Profit Corporation Act”), the undersigned persons aged eighteen years or more hereby file these Articles of Incorporation with the Secretary of State of the State of Texas.

ARTICLE ONE

The name of the Corporation is Texas High Speed Rail and Transportation Corporation (THSRTC).

ARTICLE TWO

THSRTC is a non-profit corporation.

ARTICLE THREE

The period of THSRTC duration is perpetual.

ARTICLE FOUR

THSRTC is organized as a business league within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”), for the purpose of improving transportation, rail and high speed rail infrastructure through:

1. Raising the transportation, rail and high speed rail consciousness across the state;

2. Encouraging the development and implementation of laws, regulations, rules, and policies that benefit multi-modal transportation, and encourage mobility, safety, economic development and the planning and development of rail, high speed rail and rail related passenger and inter-modal cargo transportation facilities;

THSRTC ARTICLES OF INCORPORATION Page 1 of 5 3. Achieving THSRTC goals with regards to multi-modal transportation, inter-modalism, economic development, and coordination objectives;

4. Articulating positions, interfacing with, and representing THSRTC interests before government, quasi-government and private entities;

5. Working collectively to promote goodwill and collaborative relationships among the United States, Mexico, and Canada and the various trade corridor coalitions, airports, seaports, transportation authorities and entities of our major metropolitan, urban, and rural population centers within the State of Texas and North America;

6. Facilitating a shared vision toward multi-modal transportation, rail, and high speed rail improvements that support economic development activities within areas served by THSRTC;

7. Promoting mobility, safety and encouraging economic activity within the State of Texas; and

8. Engaging in any and all other activities that further the goals of THSRTC.

Subject to the foregoing, THSRTC is organized for all lawful purposes within the meaning of, and as permitted by, Article 1396-2.01 of the Texas Non-Profit Corporation Act, as amended.

ARTICLE FIVE

No part of the THSRTC net earnings shall inure to the benefit of, or be distributable to any member or officer except that on dissolution or final liquidation of THSRTC, its net assets shall be distributed pro rata to members, defined below, which are State, local governmental, or private entities, in accordance with their contributions to THSRTC during the preceding 36 months.

Notwithstanding any other provision of these Articles of Incorporation, THSRTC shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(6) of the Internal Revenue Code or corresponding provisions hereafter in effect.

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The street address of the registered office of THSRTC is 8080 Park Lane, Suite 600, Dallas, Texas 75231, and the name of its registered agent at such address is David A. Dean.

ARTICLE SEVEN

The direction and management of the affairs of THSRTC and the control and disposition of its properties and funds shall be vested in an Executive Committee. The Bylaws shall govern the election of Executive Committee Members, the removal of Executive Committee Members, terms of service, classification, and matters related to the Executive Committee. Four individuals shall serve as initial Executive Committee members. In addition, the Co-Chairs of standing committees created pursuant to the Bylaws and Task Forces created by the Chairman shall be members of the Executive Committee. The names and addresses of the persons who are to serve as the initial Executive Committee members are as follows:

1. Chairman – Robert Eckels, County Judge, Harris County, 1001 Preston Avenue, Suite 911, Houston, Texas, 77002-1817

2. Vice-Chairman – John H. Happ, Jr., City Councilmember, City of College Station, 1101 Texas Avenue, College Station, Texas, 77842-9960

3. Secretary - James T. Edmonds, Chairman, Port of Houston Authority, 55 Waugh, Suite 1120, Houston, Texas, 77007

4. Treasurer – Carroll G. Robinson, City Councilmember, City of Houston, 611 Walker, Houston, Texas, 77251

ARTICLE EIGHT

THSRTC shall initially have one class of voting members. The qualifications, rights and duties of members shall be as set forth in the Bylaws. However, the Executive Committee has the authority to create additional classes of voting and non-voting membership.

THSRTC ARTICLES OF INCORPORATION Page 3 of 5 ARTICLE NINE

Notwithstanding any other provisions of these Articles of Incorporation, THSRTC shall not engage, participate or intervene in any activity or transaction which would result in the loss by THSRTC of its status as an organization exempt from federal income taxation under section 501(a) of the Internal Revenue Code, or corresponding provisions hereafter in effect, and the use, directly or indirectly, of any part of the assets of THSRTC in any such activity or transaction is expressly prohibited.

ARTICLE TEN

No Executive Committee member shall be personally liable to THSRTC or its members for monetary damages for any act or omission in the Executive Committee member’s capacity as an Executive Committee member occurring from and after the certification by the Secretary of State of the State of Texas that these Articles of Incorporation have been filed in such office, except in the following instances: (i) for a breach of the Executive Committee member’s duty of loyalty to THSRTC or its members; (ii) for an act or omission not in good faith that constitutes a breach of the duty of the Executive Committee member to THSRTC or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) for a transaction from which the Executive Committee member received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the Executive Committee member’s office; or (iv) for an act or omission for which the liability of the Executive Committee member is expressly provided by an applicable statute. If the Texas Miscellaneous Corporation Laws Act or any other statute of the State of Texas is amended hereafter to authorize the further elimination or limitation of the liability of Executive Committee members of THSRTC, then the liability of prior, current and future Executive Committee members of THSRTC shall be eliminated and limited to the fullest extent permitted by the statutes of the State of Texas, as so amended, and such elimination or limitation of liability shall be in addition to, and not in lieu of, the limitation on the liability of Executive Committee members provided by the foregoing provisions of Article Ten. Any repeal of or amendment to this Article shall be prospective only and shall not adversely affect any elimination or limitation on the liability of an Executive Committee member existing at the time of such repeal or amendment.

THSRTC ARTICLES OF INCORPORATION Page 4 of 5 ARTICLE ELEVEN

The power to alter, amend or repeal these Articles of Incorporation shall be vested in the Executive Committee of THSRTC. These Articles of Incorporation may be amended only with the consent of a majority of the Executive Committee members.

ARTICLE TWELVE

The name and address of the incorporator is: Robert Eckels County Judge, Harris County 1001 Preston Avenue, Suite 911 Houston, Texas, 77002-1817

EXECUTED this ____ day of October 2002.

Texas High Speed Rail and Transportation Corporation

______Robert Eckels Chairman

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