RESTATED
ARTICLES OF INCORPORATION
OF
JAZZ FROM BLOOMINGTON. INC.
The undersigned incorporators, 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"), hereby execute the following Restated Articles of Incorporation.
ARTICLE I
NAME
The name of the corporation is Jazz from Bloomington, Inc.
ARTICLE II
PURPOSES AND POWERS
Section 2.1. Type of Corporation. This corporation is a public benefit corporation, which is organized for a public, educational or charitable purpose.
Section 2.2. Purpose. The Corporation shall be organized and operated for the following public, educational and charitable purposes:
(a) To promote the preservation and growth of America’s native art form, Jazz.
(b) The Corporation is organized exclusively for public, educational and charitable purposes, including for such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954, or the corresponding of any future United States Internal Revenue law.
(c) Subject to and in furtherance of the purposes specified in the Code of By-Laws of Jazz from Bloomington, Inc. and other activities for which non‑profit Corporations are authorized under the Act.
Section 2.3. Powers. The Corporation shall have all of the general rights, privileges, immunities, franchises and powers conferred upon corporations created by the Act, but shall be limited to the exercise of only such powers as are in furtherance of the purposes expressly
provided for in Section 1 of this Article and as are in furtherance of activities permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1986 and a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).
Section 2.4. Limitation of Activities.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to it's members, trustees, or officers, or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of the purposes set forth in it's Articles of Incorporation. No substantial part of the activities of the corporation shall be carrying on of propaganda or otherwise intending to influence legislation, and the corporation shall not participate in, or intervene in, including the publishing and distribution of statements, any political campaign on behalf of a candidate for public office.
ARTICLE III
PERIOD OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
REGISTERED AGENT AND REGISTERED OFFICE
Section 4.1. Registered Agent. The name and address of the Resident Agent in charge of the Corporation's principal office is Monika Herzig, 3375 E. Old Myers Road, Bloomington, Indiana 47408.
Section 4.2. Registered Office. The post office address of the principal office of the Corporation is 3375 E. Old Myers Road, Bloomington, Indiana 47408.
ARTICLE V
MEMBERSHIP
The corporation may solicit membership from individuals, groups, businesses, clubs, professional organizations, and the general public or any other sources so long as the membership is consistent with the stated purposes of the corporation. Membership may be divided into specific categories based upon activities, patronage, interest and performances. Membership may be restricted based upon criteria identified in these Articles of Incorporation or the Code of By-Laws of Jazz from Bloomington, Inc.
ARTICLE VI
DIRECTORS
Section 6.1. Number of Directors. The Corporation shall have five (5) directors.
Section 6.2. Terms. Directors of the Corporation shall serve a one (1) year term that shall be staggered with the terms of other Directors. The Board of Directors shall fill any vacancy for the balance of any vacated term.
Section 6.3. Initial Board. The names and addresses of the voting members of the initial Board of Directors of the Corporation are as follows:
ARTICLE VII
OFFICERS
Section 7.1. Officers. The Board of Directors shall elect officers of the Corporation by majority vote. The officers of the Corporation may include a chairman, a vice-chairman, a secretary, a treasurer and such other officers as may be deemed desirable by the Board of Directors. Any two or more offices may be held by the same person, except the officers of president and secretary.
Section 7.2. Election and Term of Office. The officers of the Corporation shall be elected from among and by the Board of Directors at the first regular meeting of the Board of Directors in a calendar year. Each officer shall hold office for one (1) year or until his or her successor is duly elected and qualified or unless earlier removed by the Board of Directors. All Officers and agents can be removed at any time by an affirmative vote of the majority of the Board of Directors. Officers shall be eligible for reelection.
Section 7.3. Initial Officers. The names and addresses of the voting members of the initial Officers of the Corporation are as follows:
The undersigned Incorporators hereby adopt these Articles of Incorporation.
This _____day of ______________, 1999, and hereby verify and affirm subject to penalties of perjury that the facts set forth in this instrument are true.
_________________________________ _________________________________
Pat Harbison, Incorporator Monika Herzig, Incorporator
This instrument was prepared by Thomas E. Densford, Taylor Bauer & Densford, 608 West Third Street, Post Office Box 1332, Bloomington, Indiana, 47402-1332, (812) 334-0600.