Indiana Yoga Association

ARTICLES OF INCORPORATION OF THE INDIANA YOGA ASSOCIATION, INC.
The undersigned Incorporator of Indiana Yoga Association, Inc., desiring to incorporate a nonprofit corporation pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended (“Act”), hereby executes the following Articles of Incorporation:

ARTICLE I

Name

The name of the Corporation shall be Indiana Yoga Association, Inc.

ARTICLE II

Type of Corporation

The Corporation shall be a public benefit corporation.

ARTICLE III

Members

The Corporation shall have members.

ARTICLE IV

Purposes, Statement of Faith, Powers and Prohibited Activities

Section 1. Purposes.

The purposes for which the Corporation is formed are exclusively charitable, spiritual and educational and consist of the following:

a) to promote yoga in Indiana

b) to create community between the Indiana yoga teachers

c) to promote, encourage, and provide continuing yoga education

d) to provide information and support for yoga practitioners seeking yoga teacher training and certification

e) to encourage a high level of continuing education for yoga teachers.

Section 2. Code of Professional Standards

a) The corporation shall at all times provide professional help to any person, regardless of race, nationality, gender, sexual orientation, or religion.

b) We will cultivate an attitude of humanity in our teaching and dedicate our work to something greater than ourselves.

c) We will uphold professional practices and teaching procedures for the benefit of those we serve.

d) We will maintain relationships with students on a professional basis.

e) We respect the integrity and protect the confidentiality of all persons with whom we work.

f) We realize that we are part of a network of healthcare professionals, and we will not solicit another teacher’s students or speak disrespectfully of another teacher.

g) We encourage all members to adhere to the code of ethics adopted by the California Yoga Teachers Association.

Section 3. Tax-Exempt Purposes

The Corporation is organized and operated exclusively for charitable, religious and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue of 1986 as amended or the corresponding provisions of any future United States Internal Revenues law (“Code”) and the Treasury Regulations promulgated thereunder (“Regulations”). Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Code or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2), Section 2055(a)(2), Section 2522 and Section 2106(a)(2).

Section 4. Powers

Except as otherwise provided in these Articles of Incorporation, the Corporation shall have, hold, enjoy and exercise any and all rights, privileges and powers vested in or conferred upon a corporation organized under the Act.

Section 5. Prohibited Activities

(a) No part of the Corporation’s income, corpus or principal assets shall ever inure to the benefit of, or be distributable to, directly or indirectly, any private individual, and no Director or officer of the Corporation may or shall receive any pecuniary benefit from the same; provided, however, that private individuals may be paid such reasonable compensation for services actually rendered and that are necessary to organize the Corporation and to carry out the purposes of the Corporation, as may be fixed in the manner provided by the Board of Directors. No individual shall be precluded from taking such employment and reasonable compensation by reason of the fact that he or she is a Director or officer of the Corporation.

(b) The Corporation shall not in any manner or to any extent participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office, nor shall a substantial part of its activities consist of carrying on propaganda or otherwise attempting to influence legislation or any political campaign on behalf of (or in opposition to) any candidate for public office.

(c) The Corporation shall not accept gifts or other contributions if the use or expenditure of the gift or contribution is subject to any condition which is inconsistent with the Statement of Faith and the purposes of the Corporation as set forth in Sections 1,2 and 3 of this Article IV.

(d) The Corporation shall not conduct or carry on any activities prohibited from being conducted or carried on by an organization exempt from Federal income tax under Section 501(c)(3) of the Code, and the Regulations promulgate thereunder, or by a foundation, contributions to which are deductible under Section 170(c)(2), and which also are described in Section 2055(a)(2), Section 2522 and Section 2106(a)(2) of the Code and the Regulations promulgated thereunder.

(e) Other than as provided in Article IX hereof, the Corporation shall make no advancements for services to be performed in the future, nor shall the Corporation make any loan of money or property, to any Director or officer of the Corporation.

(f) Notwithstanding any other provisions of these Articles of Incorporation, the Act, or any other law, in the event the Corporation ever becomes a “private foundation” as described in Section 509(a)(2) of the Code, from and after the date on which the Corporation becomes a private foundation, it shall:

(i) Distribute during each taxable year amounts sufficient to avoid liability for the tax imposed by Section 4942 of the Code.

(ii) Not engage in any act of self-dealing as defined in Section 4941(d) of the Code.

(iii) Not retain any excess business holdings as defined in Section 4943(c) of the Code.

(iv) Not make any investment in such manner as to subject the Corporation to tax under Section 4944 of the Code.

(v) Not make any taxable expenditure as defined in Section 4945(d) of the Code.

ARTICLE V

Registered Agent, Registered Office, and Principal Office

Section 1. Registered Agent; Registered Office

The name and street address of the registered agent and the registered office of the corporation is Nancy Schalk, 5028 Riverview Drive, Indianapolis, IN 46208.

Section 2. Principal Office

Indiana Yoga Association, Inc., PO Box 40756 Indianapolis, IN 46240.

ARTICLE VI

Incorporator

The name and address of the incorporator of the corporation is; Nancy L. Schalk 5028 Riverview Dr. Indianapolis, IN 46208

ARTICLE VII

Dissolution: Distribution of Assets on Dissolution or Final Liquidation

The Corporation may be dissolved by the affirmative vote of sixty-six percent (66%) of the actual number of Directors then in office. Upon the dissolution of the Corporation and after payment, or provision is made for the payment, of all liabilities and debts of the Corporation, the assets of the Corporation shall be distributed to such organization or organizations, designated by the affirmative vote of at least sixty-six percent (66%) of the actual number of Directors then in office, that are organized and operated exclusively for public, charitable religious, scientific, testing for public safety, literary or educational purposes, which purposes then qualify them for exemption from Federal income tax under the provisions of Section 501(c)(3) of the Code and as then qualify contributions to them for deductions under Section 170(c), Section 2055(a)(2), Section 24522 and Section 2106(a)(2) of the Code

ARTICLE VIII

Board of Directors

Section 1. Authority of Board

Management of the property, affairs, business, and activities of the corporation shall be supervised and directed by the board of directors. The Board of Directors shall possess and may exercise all the powers and authority granted to the corporation by the Act and by these Articles of Incorporation, as now or hereafter in effect.

Section 2. Number and Election of Directors; Removal.

The initial Board of Directors shall be comprised of seven directors. Directors other that the initial seven directors shall be elected as proscribed by the by-laws. Any Director may be removed at any time for the reasons and in the manner set forth in the by-laws.

Section 3. Initial Members of the Board of Directors

The names and addresses of the individuals who are appointed to act as the members of the initial board of directors are as follows:

Member Address

Dan Cheeseman 600 W. Chambers Dr. Bloomington, IN 47403

Lorrie Collins, 1741 Minturn Lane, Indianapolis, IN 46260

Nancy Schalk, 5028 Riverview Drive, Indianapolis, IN 46208

Lee Edgren, 5058 Riverview Drive, Indianapolis, IN 46208

Jude Jackson 451 Sugar Bush Lane S. Brownsburg, IN 46112

Ruth Soper 1345 E. Edwards Ave. Indianapolis IN 46227

Diana Scalph 1138 Keller Hill Rd. Mooresville IN 46158

ARTICLE IX

Indemnification of Directors and Officers

Section 1. Definitions.

For purposes of this Article IX, the following terms shall have the following meanings:

(a) “Liabilities” and “Expenses” shall mean monetary obligations incurred by or on behalf of a Director or officer in connection with the investigation, defense or appeal of a Proceeding or in satisfying a claim thereunder and shall include, but shall not be limited to, attorneys’ fees and disbursements, amounts of judgments, fines or penalties, excise taxes assessed with respect to an employee benefit plan and amounts paid in settlement by or on behalf of a Director or officer.

(b) “Other Enterprise” shall mean any corporation, partnership, limited liability company, limited liability partnership, joint venture, trust, employee benefit plan or other enterprise, whether for profit or not, for which a Director or officer is or was serving, at the request of the Corporation, as a director, officer, partner, manager, trustee, employee or agent.

(c) “Proceeding” shall mean any claim, action, suit or proceeding (whether brought by or in the right of the Corporation or Other Enterprise or otherwise), civil, criminal, administrative or investigative, whether formal or informal, and whether actual or threatened or in connection with an appeal relating thereto, in which a Director or officer may become involved, as a party or otherwise, (i) by reason of his being or having been a Director or officer of the Corporation (and, if applicable, an employee or agent of the Corporation) or a director, officer, partner, trustee, employee or agent of an Other Enterprise or arising out of his status as such, or (ii) by reason of any past or future action taken or not taken by a Director or officer in any such capacity, whether or not he continues to be such at the time he incurs Liabilities and Expenses under the Proceeding.

(d) “Standard of Conduct” shall mean that a director or officer, based on facts then known to the Director of officer, discharged the duties as a Director or officer, including duties as a member of a committee, in good faith in what he reasonably believed to be in or not opposed to the best interests of the Corporation or Other Enterprise, as the case may be, and in addition, in any criminal Proceeding had no reasonable cause to believe that his conduct was unlawful. The termination of any Proceeding, by judgment, order, settlement (whether with or without court approval) or conviction or upon a plea of guilty, shall not create a presumption that the Director or officer did not meet the Standard of Conduct. The termination of any Proceeding by a consent decree or upon a plea of nolo contendere, or its equivalent, shall create the presumption that the Director or officer met the Standard of Conduct.

Section 2. Indemnification.

If a Director or officer is made a party to or threatened to be made a party to any Proceeding, the Corporation shall indemnify the Director or officer against Liabilities and Expenses incurred by him in connection with such Proceeding in the following circumstances:

(a) If a Director or officer has been wholly successful on the merits or otherwise with respect to any such Proceeding, he shall be intitled to indemnification for Liabilities and Expenses as a matter of right If a Proceeding is terminated against the Director or officer by consent decree or upon a plea of nolo contendere, or its equivalent, the Director or officer shall not be deemed to have been “wholly successful” with respect to such Proceeding;

(b) In all other situations, a Director or officer shall be entitled to indemnification for Liabilities and Expenses as a matter of right unless (i) the Director or officer has breached or failed to perform his duties as a Director or officer in compliance with the Standard of Conduct and (ii) with respect to any action or failure to act by the Director or officer which is at issue in such Proceeding, such action or failure to act constituted willful misconduct or recklessness. To be entitled to indemnification pursuant to this Section 2(b), the Director or officer must notify the Corporation of the commencement of the Proceeding in accordance with Section 5 of this Article IX and request indemnification. A review of the request for indemnification and the facts and procedures described below; and the Director or officer shall be entitled to indemnification as a matter of right unless, in accordance with such procedure, it is determined beyond a reasonable doubt that (i) the director or officer breached or failed to perform the duties of the office in compliance with the Standard of Conduct, and (ii) the breach or failure to perform constituted willful misconduct or recklessness. Any one of the following procedures may be used to make the review and determination of a Director’s or officer’s request for indemnification under this Section 2(b):

(i) by the Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to, or who have been wholly successful with respect to, such Proceeding;

(ii) if a quorum cannot be obtained under (A) above, by a majority vote of a committee duly designated by the Board of Directors (in the designation of which, Directors who are parties to such Proceeding may participate), consisting solely of two or more Directors who are not parties to, or who have been wholly successful with respect to, such Proceeding;

(iii) by independent legal counsel selected by a majority vote of the full Board of Directors (n which selection, Directors who are parties to such Proceeding may participate); or

(iv) by a committee consisting of three (3) or more disinterested persons selected by a majority vote of the full Board of Directors (in which selection, Directors who are parties to such Proceeding may participate).

Any determination made in accordance with the above procedures shall be binding on the Corporation and the Director or officer;

(c) If several claims, issues or matters of action are involved, a Director or officer may be entitled to indemnification as to some matters even though he is not entitled to indemnification as to other matters;

Section 3. Prepaid Liabilities and Expenses.

The Liabilities and Expenses which are incurred or are payable by a Director or officer in connection with any Proceeding shall be paid by the Corporation in advance, with the understanding and agreement between such Director or officer and the Corporation that, in the event it shall ultimately be determined as provided herein that the Director or officer was not entitled to be indemnified, or was not entitled to be fully indemnified, the Director or officer shall repay to the Corporation such amount, or the appropriate portion thereof, so paid or advanced.

Section 4. Exceptions to Indemnification.

Notwithstanding any other provisions of this Article IX to he contrary, the Corporation shall not indemnify a Director or officer;

(a) for any Liabilities or Expenses for which payment is actually made to or on behalf of a Director or officer under a valid and collective insurance policy, except in respect of any excess beyond the amount of payment under such insurance policy; or

(b) for any Liabilities or Expenses incurred in a suit or claim against the Director or officer arising out of or based upon action attributable to the Director or officer in which the Director or officer gained any personal profit or advantage to which he was not legally entitled.

Section 5. Notification and Defense of Proceeding.

Promptly after receipt by a Director or officer of notice of the commencement of any Proceeding, the Director or officer will, if a request for indemnification in respect thereof is to be made against the Corporation under this Article IX, notify the Corporation of the commencement thereof, but the failure to so notify the Corporation will not relieve it from any obligation which it may have to the Director or officer under this Article IX or otherwise. With respect to any such Proceeding as to which the Director or officer notifies the Corporation of the commencement thereof:

(a) The Corporation will be entitled to participate therein at its own expense; and

(b) Except as otherwise provided below, to the extent that it may so desire, the Corporation, jointly with any other indemnifying party similarly notified, will be entitled to assume the defense thereof, with counsel reasonably satisfactory to the Director or officer. After notice from the Corporation to the Director or officer of its election to assume the defense of the Director or officer in the Proceeding, the Corporation will not be liable to the Director or officer under this Article IX for any legal or other Expenses subsequently incurred by the Director or officer in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Director or officer shall have the right to employ counsel in such Proceeding, but the Expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Director or officer unless:

(i) the employment of counsel by the Director or officer has been authorized by the corporation; or

(ii) the Director or officer shall have reasonably concluded that there may be a conflict of interest between the Corporation and the Director or officer in the conduct of the defense of such Proceeding; or

(iii) the Corporation shall not in fact have employed counsel to assume the defense of such Proceeding;

in each of which cases the Expenses of counsel employed by the director or officer shall be paid by the Corporation. The Corporation shall not be entitled to assume the defense of any Proceeding brought by or in the right of the Corporation or as to which the Director or officer shall have made the conclusion provided for in (ii) above; and

(c) The Corporation shall not be liable to indemnify a Director or officer under this Article IX for any amounts paid in settlement if any Proceeding without the Corporation’s prior written consent. The Corporation shall not settle any action or claim in any manner which would impose any penalty or limitation on a Director or officer without the Director’s or officer’s prior written consent. Neither the Corporation nor a Director or officer will unreasonably withhold its or his consent to any proposed settlement.

Section 6. Other Rights and Remedies.

The rights of indemnification provided under this Article IX are not exhaustive and shall be in addition to any right to which a Director or officer may otherwise be entitled by contract or as a matter of law. Irrespective of the provisions of this Article IX, the Corporation may, at any time and from time to time, indemnify Directors, officers employees and other persons to the full extent permitted by the provisions of the Act, or any successor law, as then in effect, whether with regard to past or future matters.

Section 7. Continuation of Indemnity.

All obligations of the corporation under this Article IX shall survive the termination of a Director’s or officer’s service in any capacity covered by this Article IX.

Section 8. Insurance.

The Corporation may purchase and maintain insurance on behalf of any Director, officer, employee or other person or any person who is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee or agent of an Other Enterprise against any liability asserted against such person and incurred by such person in any capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of applicable law, this Article IX or otherwise.

Section 9. Benefit.

The provision of this Article IX shall inure to the benefit of each Director or officer and his respective heirs, personal representatives and assigns and the Corporation and its successors and assigns.

Section 10. Severability.

In case any one or more of the provisions contained in this Article IX shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceablilty shall not affect any other provision of this Article IX, but this Article IX shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained herein.

ARTICLE X

Provisions for Regulation and Conduct

of the Affairs of Corporation

In addition to the By-Laws and consistent with the act, the following provisions for the regulation and conduct of the affairs of the Corporation, and for the creation, definition, limitation or regulation of the powers of the Corporation and its Directors, shall apply:

Section 1. Amendment of Articles of Incorporation.

The Corporation reserves the right to amend, alter, change or repeal any provisions contained in these Articles of Incorporation or in any amendment hereto, in any manner now or hereafter prescribed or permitted by the Act or any amendment thereto; provided, however, that such power of amendment requires the affirmative vote of at least sixty-six percent (66%) of the actual number of Directors in office from time to time, and shall not authorize any amendment which would have the effect of disqualifying the Corporation as a tax-exempt organization under Section 501 (c)(3) of the Code or would gave the effect of disqualifying contributions to the Corporation for deductions under Section 170(c)(2), Section 2055(a)(2), section 2522 or Section 2106(a)(2) of the Code. Provided, further, the provisions of Section 2 of Article IV shall not be amended except to the extent necessary to enable the corporation to retain its tax-exempt status under Section 501(c)(3) of the Code or to enable contributions to the Corporation to Code deductible under Section 170(c)(2), Section 2055(a)(2), Section 2522 and section 2106(a)of the code; and, the provisions of Section 1 of Article IV can only be amended by the affirmative vote of not less than seventy-five percent (75%) of the members of the Board of Directors then in office.

Section 2. Intention that Corporation Qualify for Exemption From Federal Income, Gift and Estate Taxes.

The Corporation intends that the Corporation shall qualify as a tax-exempt organization under Section 501(c)(3) of the Code and that contributions to the Corporation shall qualify for deductions from Federal income, estate and gift taxes under Section 170(c)(2), Section 2055(a)(2) and Section 2522(a) of the Code, respectively, and all questions applicable to the Corporation shall be resolved accordingly, notwithstanding any provision in these Articles of Incorporation that might be construed as compromising this objective. The powers and discretions of the Board of Directors or the Officers with respect to administration of the Corporation shall not be exercised or exercisable except in a manner consistent with the Corporation’s intent as expressed in this Section. To the extent that any other provision of these Articles of Incorporation conflicts with the Corporation’s primary intent as expressed in this section 2, giving rise to ambiguity, the ambiguity shall be resolved as directed in this Section 2. should there be an ambiguity as to whether any provision necessary for qualification of the Corporation as a tax exempt organization or for qualification of contributions to the Corporation for deductions from Federal income, estate and gift tax is included in these Articles of Incorporation, the ambiguity shall be resolved as directed in this Section 2.

I hereby verify, subject to the penalties for perjury, that the facts contained herein are true.

-----------------------------------------------------

---------------------------, Incorporator

This Instrument Was Prepared By:

Lee Edgren, Barbara Badger and Nancy Schalk of Indiana Yoga Association, Inc.

With the Assistance of COLAP, Community Organizations Legal Assistance Project, Inc.

11 South Meridian St., Suite 535
Indianapolis, IN 46204
(317) 267-8997 office
(317) 267-0122 fax

Yoga is the Art and Science of Creating a Healthy Body and Mind

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