The undersigned incorporator, desiring to form a corporation (herein referred to as the “Corporation”) pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991 (hereinafter referred to as the “Act”), executed the following Articles of Incorporation.
Article I — Name
The name of the Corporation is the North American Academy of Liturgy, Inc.
Article II — Purposes and Powers
Section 1. Type of Corporation.
This is a public benefit corporation.
Section 2. Purposes.
The Corporation is organized exclusively for the following charitable, religious, and educational purposes, including, for such purposes, the making of distributions organizations that qualify as exempt organizations under Section 501C (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law):
- To promote and support liturgical research, publication, and dialogue at a scholarly level, and
- To perform any purpose which not-for-profit corporations are authorized under the “Act.”
Section 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 lonely 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.)
Subject to any limitations or restrictions imposed by law, or these Articles of Incorporation, or any amendment hereto, the Corporation shall have the following general rights, privileges and powers to:
- Sue, be sued, complain, and defend in the Corporation’s corporate name.
- Have a corporate seal or facsimile of a corporate seal, which may be altered at will, to use by impressing or affixing or in any other manner reproducing it. However, the use or impression of a corporate seal is not required and does not affect the validity of any instrument.
- Make and amend by-laws not inconsistent with the Corporation’s articles of incorporation or with Indiana law for managing the affairs of the Corporation.
- Purchase, receive, take by gift, devise, or bequest, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located.
- Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of the Corporation’s property.
- Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of any entity.
- Make contracts and guaranties, incur liabilities, borrow money, issue notes, bonds, and other obligations and secure any of the Corporation’s obligations by mortgage or pledge of any of the Corporation’s property, franchises, or income.
- Lend money, invest and reinvest the Corporation’s funds, and receive and hold real and personal property as security for repayment, except as provided under I.C.23-17-13-3.
- Be a promoter, a partner, a member, an associate or a manager of any partnership, or joint venture, trust, or other entity.
- Conduct the Corporation’s activities, locate offices, and exercise the power granted by this article inside or outside Indiana.
- Elect directors, elect and appoint officers, and appoint employees and agents of the Corporation, define the duties and fix the compensation of directors, officers, and employees and agents.
- Pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for the Corporation’s current or former directors, officers, employees, and agents.
- Make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest.
- Impose dues, assessments, admission, and transfer fees upon the Corporation’s members.
- Establish conditions for admission of members, admit members, and issue memberships.
- Carry on a business.
- Have and exercise powers of a trustee as permitted by law, including those set forth in I.C.30-4-3-3.
- Purchase and maintain insurance on behalf of any individual who:
- is or was a director, an officer, an employee, or an agent of the Corporation; or
- is or was serving at the request of the Corporation as a director, an officer, an employee, or an agent of another entity; against any liability asserted against or incurred by the individual in that capacity or arising from the individual’s status as a director, an officer, an employee, or an agent, whether or not the Corporation would have power to indemnify the individual against the same liability under this article.
- Cease its activities and to dissolve and surrender it is corporate franchise; and
- Do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the Corporation.
Section 4. Limitations of Activities.
All of the purposes and powers of the Corporation are subject to the express conditions and limitations that:
- The Corporation shall not possess the power of engaging in any activities for the purpose of or resulting in the pecuniary remuneration to its members as such. This provision shall not prohibit fair and reasonable compensation to members for services actually rendered; nor shall it prohibit the Corporation from charging a fee for services rendered; nor shall it prohibit the Corporation from charging a fee for admission to any presentation it may make or other undertakings so long as any funds so raised do not inure to the profit of its members.
- No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any political party or candidate for public office; and
- The Corporation shall not engage in any acts or activities which are not in furtherance of its purposes or which would deprive it of recognition as an exempt organization within the meaning of Section 501 C (3) of the Internal revenue Code of 1986, as amended, or corresponding provision of any future federal tax code.
Article III — Period of Existence
The period during which the Corporation shall continue is perpetual.
Article IV — Registered Agent and Principal Office
Section 1. Registered Agent.
The name and address of the Resident Agent in charge of the Corporation’s principal office are Michael S. Driscoll, Theology Department, University of Notre Dame, Notre Dame, IN 46556
Section 2. Principal Office.
The post office address of the principal office of the principal office of the Corporation is Theology Department, University of Notre Dame, Notre Dame, IN 46556
Article V — Membership
Section 1. Classes and Eligibility.
The Corporation shall have one category of membership, whose rights, privileges, duties, liabilities, limitations, and restrictions are enumerated herein. Admission to membership is restricted to persons who have demonstrated their competence in the field of
liturgy and related areas by fulfilling the criteria outlined in the By-Laws. New candidates for admission to membership must be recommended by at least two Members to the Admissions Committee of the Corporation, which committee will examine the credentials of the prospective members and recommend for acceptance those who are qualified. New members are accepted into membership of the Corporation by majority vote of the Members present at the annual meeting. Membership dues to be paid by members shall be determined by the Board of Directors from time to time, payment thereof to be made within a period of sixty (60) days after notice of the amount of the current dues being due and payable.
Section 2. Limitations and restrictions on Membership.
Subject to the requirements of Section 1., any natural person who desires to participate in the activities of he Corporation may become a member except that no person with any one or more of the following relationships to the Corporation shall be accepted as a member.
- A person who contributed or bequeathed more than five thousand dollars ($5,000.00) to the Corporation, if such amount is more than two percent (2%) of the total contributions and bequests received by the Corporation within the taxable year in which the contribution or bequest is received by the Corporation.
- A person who is the owner of more than twenty percent (20%) of the total combined voting power of a corporation, the profits interest of a partnership, or the beneficial interest of a trust or unincorporated enterprise which contributed or bequeathed more than five thousand dollars ($5,000.00) to the Corporation, if such amount is more than two percent (2%) of the total contributions received by the Corporation during the period specified in (a) above;
- A person who is the spouse, ancestor or lineal descendant, or spouse of the lineal descendant of any of the persons described in (a) or (b) above. Any member who, subsequent to his qualification and acceptance as a member, shall fall within one of the relationships to the Corporation described in (a), (b), or (c) above shall automatically forfeit his membership in the Corporation. No person shall be entitled to more than one (1) membership in the Corporation.
Section 3. Ownership of Corporate Assets.
The members shall not obtain any ownership interest in any real, personal or intangible property or any assets of the Corporation pursuant to their membership status regardless of the manner in which the member obtained membership.
Section 4. Voting Rights.
Every member shall have the right at every meeting of the members to cast one (1) vote on each matter which comes before a meeting of members pursuant to the provisions of the Articles of Incorporation and By-Laws.
Section 5. Meetings of Members.
Meetings of members may be held at any place, inside or outside the State of Indiana, which shall be designated by the Board of Directors of the Corporation, or as the By-Laws may designate. A member may participate in any membership meeting by or through the use of any means of communication by which all members participating may simultaneously hear each other during the meeting.
Article VI — Directors
Section 1. Number of Directors.
The Board of Directors shall be composed of sever (7) members consisting of those individuals who, by virtue of election by the Membership, currently hold the respective offices of President, Past President, Vice President, Secretary, treasurer, and the two Delegate positions, as those offices are defined in the By-Laws. The control and management of the affairs of the Corporation shall be vested in the Board of Directors, which board shall at no time consist of less than (3) directors.
Section 2. Qualification of Directors.
Directors of the Corporation must be members who have been elected by the Membership to serve as President, Past President, Vice President, Secretary, Treasurer, or Delegate of the Corporation.
By admission to membership, all Members become eligible for election as a Director in the Corporation.
Section 3. Election of Directors and Term of Office.
The officers comprising the Board of Directors shall be elected by the Membership at the annual meeting of the Membership as follows:
- Vice President, President, Past President. The Vice President shall be elected annually for a one-year tem, and after serving one year in this office, shall automatically succeed to the office of President at the next annual meeting of the Corporation. Likewise, the President, after serving one year in this office, shall succeed automatically to the office of the Past President at the next annual meeting of the Corporation. The Past President shall also serve a one-year term.
- Secretary, Treasurer, and Delegates. The Secretary, Treasurer, and the two Delegates shall be elected for two-year terms of office, with the Secretary and Treasurer being elected in alternate years, and the two Delegates being elected in alternate years.
If in any year, a quorum of the Membership is not present at the annual meeting, the Board of Directors shall remain in office until the next annual meeting.
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 until the next annual meeting as follows:
- Past President. In the event of vacancy in the office of Past President, the office and position on the Board of Directors shall remain vacant until the automatic succession of the President to Past President at the next annual meeting.
- President. In the event of vacancy in the office of President, the Vice-President shall assume the duties of the President and succeed to the President’s position on the Board of Directors.
- Vice President. In the event of vacancy in the office of Vice President, the President shall fill the office by appointment of one of the elected Delegates to the Board of Directors. The appoint is effective only until the elections at the next annual meeting.
- Secretary, Treasurer, and Delegates. In the event of vacancy in the office of Secretary or Treasurer or one or both of the elected Delegates, the President shall fill the office by appointment until the elections at the next annual meeting.
Section 5. Loans to Directors and Officers.
The Corporation shall make no advancement for services to be performed in the future nor shall it make any loan of money or property to any Director or Officer of the Corporation.
Section 6. Removal of Directors.
Members of the Board of Directors may only be removed for cause, as defined by the By-Laws of the Corporation, by a vote of a majority of the members entitled to vote at an election of Directors at a meeting of the members called expressly for that purpose.
The Board of Directors may designate a person to exercise some or all of the power that would otherwise be exercised by the Board of Directors.
Section 1. Name and Address.
The name and address of the Incorporator of the Corporation are David G. Truemper, 128 Huegli Hall, Valparaiso University, Valparaiso, Indiana 46383
Article VIII — Provisions for Regulation and Conduct of the Affairs of the Corporation
Section 1. Prohibition of Distribution to Private Persons.
No part of the net earning 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 Article II hereof.
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 Internal Revenue Code of 1986 (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 Internal Revenue Code of 1986 (or the corresponding provision of any future Unites States Internal Revenue Law).
Section 4. Distribution of Property Upon the Voluntary or Involuntary Dissolution of the Corporation.
Upon the voluntary or involuntary dissolution of the Corporation the Board of Directors shall, after paying or making provision for 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. Such disposition shall be 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 Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
Section 5. Code of By-Laws.
A majority of the total number of members present and voting at the annual meeting or other meeting called to consider a proposed amendment of the Code of By-Laws shall be required in order to alter, amend or repeal the Code of By-Laws. Any By-Law providing for action inconsistent with the purposes and powers of the Corporation enumerated in Article II shall not be binding upon any officer, Director or member of the Corporation and shall not affect the continued validity of the remaining By_Laws.
The undersigned hereby adopts these Articles of Incorporation representing beforehand to whom it may concern that a membership list of the above-named Corporation, for which Certificate of Incorporation is hereby applied for, has heretofore been opened in accordance with the law and that at least three (3) persons have signed such membership list.
IN WITNESS WHEREOF, I the undersigned do hereby execute these Articles of Incorporation and certify the truth of the facts herein stated, this 25th day of September, 1992
David G. Truempepr
I affirm under the penalties for perjury that the above foregoing representations are true and correct to the best of my knowledge and belief.
David G. Truemper
March 2, 1999