THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE IOWA STATE UNIVERSITY ALUMNI ASSOCIATION TO THE SECRETARY OF STATE OF IOWA SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE IOWA STATE UNIVERSITY ALUMNI ASSOCIATION TO THE SECRETARY OF STATE OF IOWA: Pursuant to the provisions of Iowa Code Chapter 504 the undersigned corporation adopts the following Second Third Amended and Restated Articles of Incorporation: ARTICLE I Name The name of the corporation is Iowa State University Alumni Association. The effective date of its incorporation was the 15th day of June, 1932. Its original name was Iowa State College Alumni Association. ARTICLE II Purposes and Objects This corporation shall be operated exclusively for charitable and educational purposes and shall have all of the powers available to nonprofit corporations under the laws of the State of Iowa to pursue such purposes, which include: 1. Promoting the interest and welfare of Iowa State University and of its alumni, students and friends and engage members in recreational activities; 2. Establishing and maintaining any trust or other funds the board of directors deems appropriate to meet its charitable and educational purposes. ARTICLE III Duration This corporation shall have a perpetual duration unless sooner dissolved. ARTICLE IV Members Membership of this corporation shall be divided into the following classes: a. Annual members: Any graduate, former student, current student, or friend of Iowa State University may become an annual member of the corporation upon payment of annual dues in an amount set forth in the Bylaws or determined by the board of directors of the #3034525
corporation, and such membership shall continue so long as annual dues in such amounts determined continue to be paid. b. Annual business members: Any business unit/identity may become an annual member of the corporation upon payment of annual dues in an amount set forth in the Bylaws or determined by the board of directors of the corporation, and such membership shall continue so long as annual dues in such amounts determined continue to be paid.
b. c. Life members: Any graduate, former student, current student or friend of Iowa State University may become a life member of the corporation upon payment of such amount as is set forth in the Bylaws or determined by the board of directors of the corporation to be the life membership dues. c. d. Installment life members: Any graduate, former student, current student or friend of Iowa State University may become a voting installment life member of the corporation upon payment of such amount set forth in the Bylaws or determined by the board of directors of the corporation to be the installment life membership dues. d. e. “Honorary” life members: Any person, other than an alumnus or alumna, who has rendered distinguished service to Iowa State University may be selected by the board of directors of the corporation as an “honorary” life member of the corporation and shall not be required to pay dues. e. f. “Complimentary” life members: Two classes of complimentary life members shall exist: (i) any alumnus or alumna from 1968 through 2004 who received the Wallace E. Barron Award; and (ii) any alumnus or alumna, other than those persons described in subsection (i), who has rendered distinguished service to Iowa State University as selected by the board of directors. No “complimentary” life member shall be required to pay dues. f. g. Voting: All members described in subsections (a), (b), (c) and (e)(i) (a), (b), (c), (d) and (f)(i) in this Article with active status in the member’s record in the Iowa State University Foundation/Alumni Association constituents system may vote. ARTICLE V Indemnification 1. A director, officer, employee, or other volunteer of the corporation is not liable on the corporation’s debt or obligations and a director, officer, or other volunteer is not personally liable in that capacity, for a claim based upon an act or omission of the person performed in the discharge of the person’s duties, except for a breach of the duty of loyalty to the corporation, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or for a transaction from which the person derives an improper personal benefit. If this limitation of liability is too broad, then the above provisions shall be enforced to the fullest extent as provided by law. If Iowa law is hereafter changed to permit further eliminating or limitation of the liability of directors, officers, employees, or other volunteers for monetary -2-
damages to the corporation, then the liability of such director, officer, employee, corporate member, or other volunteer of this corporation shall be eliminated or limited to the fullest extent then permitted. The directors, officers, employees, or other volunteers of this corporation have agreed to serve in their respective capacities in reliance upon the provisions of this article. 2. This corporation shall indemnify directors, officers, employees, or other volunteers of this corporation, and each director, officer, or other volunteer of this corporation who is serving or who has served, at the request of this corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan to the fullest extent possible against expenses, including attorneys’ fees, judgments, penalties, fines, settlements, and reasonable expenses actually incurred by such director, officer, employee, or other volunteer relating to such person’s conduct as a director, officer, employee, or other volunteer of this corporation or as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, except that the mandatory indemnification required by this sentence shall not apply (i) to a breach of such director’s, officer’s, employee’s, or other volunteer’s duty of loyalty to the corporation, (ii) for act or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, (iii) for a transaction from which such director, officer, employee, or other volunteer derived an improper personal benefit or against judgments, penalties, fines, and settlements arising from any proceeding by or in the right of the corporation, or against expenses in any such case where such director, officer, employee, or other volunteer shall be adjudged liable to the corporation. ARTICLE VI No Private Inurement No part of the net earnings of the corporation shall inure to the benefit of or be distributable to any private individual, but 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 Article II hereof. It is intended that this corporation shall have and continue to have the status of a corporation which is exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986 and which is other than a private foundation as defined in Section 509 of the Internal Revenue Code of 1986, and these articles shall be construed accordingly and all powers and activities hereunder shall be limited accordingly. ARTICLE VII Internal Revenue Laws Any reference in these Articles to a section of the Internal Revenue Code shall be interpreted to include reference to the corresponding provisions of any applicable future Internal Revenue law. ARTICLE VIII Dissolution Upon the dissolution of the corporation, the board of directors shall, after paying or making provision for the payment of all the liabilities of the corporation, distribute all assets of the -3-
corporation exclusively for the purposes of the corporation set forth in Article II hereof to Iowa State University to the extent that Iowa State University accepts such assets, provided, that, at the time of such distribution, Iowa State University is a qualified organization as hereinafter defined. To the extent that Iowa State University does not accept such assets, the remaining assets of the corporation shall be distributed exclusively for the purpose of the corporation set forth in Article II hereof in such manner or to such qualified organization or organizations as the board of directors shall determine. Any of the assets not so distributed shall be distributed by the District Court of the county in which the principal office of the corporation is then located, exclusively for the aforesaid purposes of the corporation or to such qualified organization or organizations as said Court shall determine. An organization is a “qualified organization� only if, at the time of receiving such assets, it is operated exclusively for the purposes described in Section 170(c)(2)(B) of the Internal Revenue Code of 1986, is or is treated as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986 and agrees to apply and devote such assets for the aforesaid purposes of the corporation. ARTICLE IX Acknowledgment These second amended and restated articles of incorporation: (1) correctly set forth the provisions of the articles of incorporation of the corporation as heretofore amended; (2) have been duly adopted as required by law; and (3) supersede the original articles of incorporation and all amendments thereto. DATED this 12th day of June, 2006 These Third Amended and Restated Articles of Incorporation (i) consolidate the original Articles of Incorporation and all amendments into this document and set forth the provisions of the Articles of Incorporation of the corporation as heretofore and hereby amended; (ii) were duly approved by the Board of Directors of the corporation on May 29, 2009; and (iii) were duly approved by the members of the corporation on May 15, 2020 in the manner required by the Iowa Code Chapter 504. IOWA STATE UNIVERSITY ALUMNI ASSOCIATION
Signed by James E. Anderson Signed by Thomas A. Connop Its: Chair
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