ARTICLES OF INCORPORATION LAKESHORE ALLIANCE FOR STUDENT SUCCESS, INC.

Transcription

1 ARTICLES OF INCORPORATION OF LAKESHORE ALLIANCE FOR STUDENT SUCCESS, INC. The undersigned incorporator, desiring to form a corporation (hereinafter referred to as the "Corporation") pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991 (hereinafter referred to as the "Act"), execute the following Articles of Incorporation: ARTICLE I Name The name of the corporation is: LAKESHORE ALLIANCE FOR STUDENT SUCCESS, INC. ARTICLE II Purpose Section 1. This corporation is organized exclusively for charitable, educational or other purposes, including for such purposes as making distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code Internal Revenue Code of 1986, as amended, or corresponding provisions of any future or subsequent United States Internal Revenue Law (hereinafter referred to as the "Code"). Section 2. The specific charitable, educational or other purposes for which the Corporation is formed are: A. To promote all types of charitable, educational or other work in Porter, Lake, and LaPorte Counties Indiana, particularly, or elsewhere should the need or necessity arise; B. To be organized and operated exclusively to benefit, assist, perform the functions of, and carry out the exclusively charitable, educational, and other exempt purposes of the organizations specified in Section 3 of this Article II (hereinafter referred to as the "Supported Organizations"), to the extent that such purposes are described in Section 501(c)(3) of the Code. C. To facilitate and support the improvement of educational quality and student performance in Lake, LaPorte, and Porter counties in the state of Indiana by applying aligned systems management processes and quality improvement methodology, and acting as a clearinghouse and resource for research-based best practices for pre-kindergarten, K-12 school corporations and regional universities departments of education;

2 D. To foster collaboration, networking and sharing, communication, and benchmarking among school corporations and regional universities in Lake, LaPorte, and Porter counties in Indiana; and E. To perform any purpose which nonprofit corporations are authorized under the Act, perform and conducting such other educational and charitable purposes and programs as are described in Section 501(c)(3) of the Code. Section 3. The Supported Organizations include the following entities and organizations exempt from federal income taxation under Section 501(c)(3) of the Code: A. Regional school corporations that have met all the requirements of membership and have signed a letter of commitment to participate as a coalition as a member of the Corporation to improve student achievement; and B. Northwest Indiana Consortium for Teacher Education comprised of four regional universities who have signed a letter of agreement and commit to participate as a consortium to improve the education of new teachers and principals. Section 4. To likewise promote and develop any other type of charitable, educational, and other work within the limits and restrictions provided by the laws of the State of Indiana and not inconsistent with the provisions of Section 501(c)(3) of the Code. Section 5. To do any and all things necessary, convenient or expedient, as permitted by the Act and the provisions of Section 501(c)(3) of the Code for the accomplishment of any of the purposes or the furtherance of any of the powers hereinabove set forth either alone or in association with other corporations, firms or individuals. ARTICLE III Type of Corporation This Corporation is a public benefit corporation, which is organized for a public or charitable purpose. Section 1. Resident Agent: ARTICLE IV Resident Agent and Principal Office The name and address of the Corporation's Resident Agent for service of process is: Dr. Tony Lux, Lakeshore Alliance for Student Success, Inc., 6701 Delaware, Merrillville, IN

3 Section 2. Principal Office: The post office address of the principal office of the Corporation is: Lakeshore Alliance for Student Success, Inc., 6701 Delaware, Merrillville, IN Section 1. Membership: ARTICLE V Membership The Corporation will have members. Members shall be those individuals, corporations, or other associations and organizations that satisfy certain criteria established by the Board of Directors and that support the purposes and programs of the Corporation. Members shall be entitled to vote as determined in the Bylaws of the Corporation. Section 2. Classes: There shall be only one general class of membership. Section 3. Rights, Preferences, Limitations, and Restrictions of Classes: All members of the corporation shall have the same rights, preferences, limitations and restrictions. Section 4. Voting Rights of Classes: Each member shall be entitled to one vote at all meetings of the members so long as any membership fee or fees which the Board of Directors may establish, have been paid for the period specified in the bylaws. Section 5. Restrictions of Members: Each member of the Corporation agrees to abide by the By-laws of the Corporation and all other rules and regulations adopted by the Board of Directors. Any member that shall fail to comply with the requirements of the By-Laws or the rules and regulations made pursuant thereto shall, if the Board of Directors by majority vote so determines, forfeit its membership and any and all rights and interest in the Corporation and its property, provided that the member not be terminated or suspended, except under a procedure that is fair and reasonable and carried out in good faith in accordance with the Act. No person, entity or organization shall be entitled to more than one (1) membership in the Corporation. Membership dues may be assessed as authorized by the Board of Directors. 3

4 ARTICLE VI Directors Section 1. Number of Directors: The number of directors of the Corporation shall be specified in or fixed in accordance with the Bylaws of the Corporation (the "Bylaws") at a number no smaller than five (5). Section 2. Names and Post Office Addresses of the Initial Board of Directors: The initial members of the Board of Directors, each of whom shall serve for a term to expire on June 30, 2005 shall be the following: Initial Directors Names and Addresses Mr. Dan DeHaven, Superintendent, Lake Station Community Schools, 2500 Pike St., Lake Station, IN Ms. Gayle Green, President, Lake Station Federation of Teachers, 1705 Clayton, Valparaiso, IN Dr. Robert Beach, Superintendent, Lake Ridge Schools, 6111 W. Ridge Rd., Gary, IN Mrs. Sherry Alford, President Designee, Lake Ridge Federation of Teachers Local 662, Longfellow School, 4500 Calhoun Street, Gary, IN Dr. Walter Watkins, Superintendent, School City of Hammond, 41 Williams St., Hammond, IN Mr. Patrick O Rourke, President, Hammond Teachers Federation, 59441/2 Hohman Avenue, Hammond, IN Dr. Alice Neal, Superintendent, Tri-Creek School Corp., 195 W. Oakley Ave., Lowell, IN Ms. Nancy Hedlund, TCTO Co-President, 195 W. Oakley Ave., Lowell, IN Mr. George Letz, Superintendent, MSD Boone Township, 307 S. Main St., Hebron, IN Mrs. Rebecca Vaughan, President Designee, Professional Educators of Porter County, MSD Boone Township, 307 S. Main St., Hebron, IN Dr. Anthony Lux, Superintendent, Merrillville Community School Corp., 6701 Delaware St., Merrillville, IN Mrs. June Owen, President, Merrillville Classroom Teachers Association, 251 E. 79th Ave., Merrillville, IN

5 Dr. Sandra Martinez, Superintendent, Whiting School City, 1500 Center St., Whiting, IN Mr. Ron Vrabel, President, Whiting Federation of Teachers, 1500 Center St., Whiting, IN Dr. Michael Livovich, Superintendent, Hanover Community School Corp., P.O. Box 645, Cedar Lake, IN Ms. Millie Postma, President, Hanover Organization of Professional Educators, W 133rd Avenue, Cedar Lake, IN Dr. Judy DeMuth, Superintendent, LaPorte Community School Corp., 1921 A St., LaPorte, IN Mrs. Claudia Williams, President, LaPorte Federation of Teachers, 1921 A St., LaPorte, IN Dr. Roger Luekens, Superintendent, East Porter County School Corp., 502 E. College, Kouts, IN Mr. Rob Zeider, President Designee, East Porter Federation of Teachers, 402 Abraham Avenue, Kouts, IN Dr. Robert Rivers, Dean of Education, Purdue University Calumet, th St., Hammond, IN Dr. Jan Westrick, Dean of Education, Valparaiso University, Miller Hall 227, Valparaiso, IN Dr. Stan Wigle, Dean of Education, Indiana University Northwest, 3400 Broadway, Gary, IN Dr. Cynthia Fontaine, Chair, Department of Education, Purdue University North Central, 1401 S. US 421, Westville, IN Section 3. Qualifications of Directors: The Directors of the Corporation shall be elected, designated, or appointed in the manner and for terms specified or fixed in accordance with the Bylaws. Section 4. Vacancies in the Board of Directors: Any vacancy occurring on the Board of Directors caused by a death, resignation or otherwise, shall be filled for the remainder of the term by the member school corporation or university. ARTICLE VII Incorporators The Name and Post Office Address of the incorporator of the Corporation is as follows: Dr. Tony Lux, Lakeshore Alliance for Student Success, Inc., 6701 Delaware, Merrillville, IN

6 ARTICLE VIII Powers Section 1. Notwithstanding any other provision of these Articles of Incorporation, neither the Board of Directors nor the Corporation shall have the power or authority to do any act that will prevent the Corporation from being an organization described in Section 501(c)(3) of the Code. Subject to the foregoing statement, and subject to and in furtherance of the purposes for which it is organized, the Corporation shall possess all of the rights, privileges, and powers conferred by the Act or by other law and, in addition, the following rights, privileges, and powers: A. To indemnify any person against liability and expenses, and to advance the expenses incurred by such person, in connection with the defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise, and whether formal or informal, to the fullest extent permitted by applicable law, or, if not permitted, then to any extent not prohibited by such law. B. To cease its activities and to dissolve and surrender its corporate franchise. ARTICLE IX Duration The duration of the Corporation is perpetual until dissolved in accordance with the provisions of the Act and the Bylaws. ARTICLE X Provisions for Regulation and Conduct of the Affairs of Corporation Section 1. Prohibition of Distribution to Private Person: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, 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 its Articles of Incorporation hereof. 6

7 Section 2. Prohibition of Legislative and Political Activity: 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 or in opposition to any candidate for public office. Section 3. Prohibition of Activities not Permitted by Exempt Organizations: Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (A) by a Corporation exempt from Federal Income Tax under Section 501(c)(3) of the Code (or the corresponding provision of any future United States Internal Revenue Law) or (B) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code (or the corresponding provision of any future United States Internal Revenue Law). ARTICLE XI Regulation of Corporate Affairs The affairs of the Corporation shall be subject to the following provisions: Section 1. Notwithstanding any other provision of these Articles of Incorporation, if for any taxable year the Corporation is deemed a "private foundation" described in Section 509(a) of the Code, the Corporation shall make distributions at such time and in such manner as not to subject the Corporation to the tax imposed by Section 4942 of the Code. Section 2. Notwithstanding any other provision of these Articles of Incorporation, at any time the Corporation is deemed a "private foundation" described in Section 509(a) of the Code, the Corporation shall not: A. Engage in any act of self-dealing as defined in Section 4941(d) of the Code; B. Retain any excess business holdings as defined in Section 4943(c) of the Code; C. Make any investment in such manner as to subject the Corporation to tax under Section 4944 of the Code; or D. Make any taxable expenditure as defined in Section 4945(d) of the Code. Section 3. Subject to the provisions of these Articles of Incorporation and applicable law, the Board of Directors shall have complete and plenary power to manage, control, and conduct all the affairs of the Corporation. Section 4. No director of the Corporation shall be liable for any of the corporation s obligations. 7

8 Section 5. All parties dealing with the Corporation shall have the right to rely upon any action taken by the Corporation pursuant to authorization by the Board of Directors by resolution duly adopted in accordance with the Corporation's Articles of Incorporation, Bylaws, and applicable law. Section 6. The Board of Directors may from time to time, in the Bylaws or by resolution, designate such committees, as the Board of Directors may deem desirable for the furtherance of the purposes of the Corporation. ARTICLE XII Distribution of Assets on Dissolution or Final Liquidation Upon the dissolution of the Corporation, 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 exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. THIS DOCUMENT MUST BE SIGNED BY THE INCORPORATOR. I hereby verify subject to penalties of perjury that the facts contained herein are true. INCORPORATOR: By: Printed Name: This Instrument Prepared By: Thomas L. Chrzanowski HOEPPNER WAGNER & EVANS LLP 103 E. Lincolnway, P. O. Box 2357, Valparaiso, Indiana Telephone: (219)