The undersigned incorporator, desiring to form a corporation (the "Corporation") pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991 (the "Act"), executes the following Articles of Incorporation:
The name of the Corporation is American Academy on Veterinary Disaster Medicine, Inc.
Classification of Corporation
The Corporation is a mutual benefit corporation.
Purposes and Powers
Section 3.1. Purposes. The purposes for which the Corporation is formed are:
(a) To provide a professional forum for veterinarians and other concerned persons in North America who have interest and/or special expertise in the field of veterinary disaster medicine;
(b) To develop, compile and disseminate information to the veterinary profession and the public regarding the preparation for and prevention and management of animal-related disasters;
(c) To further the discipline of veterinary disaster medicine through education and research;
(d) To promote and sustain the development of relationships with organizations dedicated to the prevention and management of disasters; and
(e) In furtherance of the aforesaid purposes, to transact any and all lawful business for which corporations may be incorporated under the Act.
Section 3.2. Powers. Subject to any limitation or restriction imposed by the Act, any other law, or any other provisions of these Articles of Incorporation, the Corporation shall have the power to do everything necessary, advisable, or convenient for the accomplishment of any of the purposes hereinbefore set forth, or which shall at any time appear conducive to or expedient for the protection or benefit of the Corporation and to do all of the things incidental thereto or connected therewith which are not forbidden by law.
Distribution of Assets on Dissolution
In the event of the complete liquidation, dissolution of the Corporation, or the winding up of its affairs, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, distribute all 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 Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent Federal tax laws, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Judge of the Circuit Court of Tippecanoe County, Indiana, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Term of Existence
The Corporation shall have perpetual existence.
Registered Office and Registered Agent
Section 6.1. Registered Office and Registered Agent. The street address of the Corporation's registered office is 1 North Capitol Avenue, Indianapolis, IN 46204, and the name of the Corporation's registered agent at that office is CT Corporation System.
Section 6.2. Principal Office. The post office address of the principal office of the Corporation is 3910 Morehouse Road, West Lafayette, IN 47906-5409.
Section 7.1. Classes. The Corporation shall have five (5) classes of members consisting of Fellow members, Associate Fellow members, Student members, Honorary Fellow members, and Associate Organization members.
Section 7.2. Voting Rights of Members. Each Fellow and Associate Fellow member in good standing shall be entitled to one (1) vote, exercisable in person or by proxy, on each matter submitted to the membership for a vote at each meeting of the membership.
Board of Directors
Section 8.1. Number and Term of Office. Upon incorporation, the initial Board of Directors shall consist of six (6) directors. Thereafter, the number of directors shall be as specified in or fixed in accordance with the Bylaws of the Corporation; provided, however, that the minimum number of directors shall be three (3). The term of office of a director shall be as specified in the Bylaws; provided, however, that the term of an elected director shall not exceed five (5) years. Directors may be elected for successive terms. Terms of office of directors may be staggered as specified in the Bylaws.
Section 8.2. Qualifications. Each director shall have such qualifications as may be specified from time to time in the Bylaws of the Corporation or required by law.
Section 8.3. Initial Board of Directors. The names and addresses of the initial Board of Directors of the Corporation are:
Sebastian Heath (3 years)
3910 Morehouse Road, West Lafayette, In 47906
Kerri Marshall (3 years)
600 Coriander Way, Sacramento, CA 95831
Robert Linnabary (2 years)
RT. 10, 2133 Crenshaw Road, Knoxville, TN 39924
Jack Casper (2 years)
11 Gala Lane, Baltimore, MD 21208
Roscoe Moore (1 year)
14315 Arctic Ave, Rockville, MD 20853
Robert Schomer (1 year)
100 Indian Field Court, Mahwah, NJ 07430
Name and Address of Incorporator
The name and address of the incorporator of the Corporation are:
Sebastian E. Heath
3910 Morehouse Road, West Lafayette, Indiana 47906-5409
Section 10.1. Rights to Indemnification and Advancement of Expenses. The Corporation shall indemnify as a matter of right every person made a party to a proceeding because such person is or was
(a) a member of the Board of Directors of the Corporation,
(b) an officer of the Corporation, or
(c) while a director or officer of the Corporation, serving at the Corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, whether for profit or not, (each an "Indemnitee") against all liability incurred by such person in connection with the proceeding; provided that it is determined in the specific case that indemnification of such person is permissible in the circumstances because such person has met the standard of conduct for indemnification specified in the Act. The Corporation shall pay for or reimburse the reasonable expenses incurred by an Indemnitee in connection with any such proceeding in advance of final disposition thereof in accordance with the procedures and subject to the conditions specified in the Act. The Corporation shall indemnify as a matter of right an Indemnitee who is wholly successful, on the merits or otherwise, in the defense of any such proceeding against reasonable expenses incurred by the person in connection with the proceeding without the requirement of a determination as set forth in the first sentence of this paragraph.
Upon demand by a person for indemnification or advancement of expenses, as the case may be, the Corporation shall expeditiously determine whether the person is entitled thereto in accordance with this Article and the procedures specified in the Act.
The indemnification provided under this Article shall be applicable to any proceeding arising from acts or omissions occurring before or after the adoption of this Article.
Section 10.2. Other Rights Not Affected. It is the intent of this Article to provide indemnification to directors and officers to the fullest extent now or hereafter permitted by law consistent with the terms and conditions of this Article. Nothing contained in this Article shall limit or preclude the exercise of, or be deemed exclusive of, any right under the law, by contract or otherwise, relating to indemnification of or advancement of expenses to any person who is or was a director, officer, employee, or agent of the Corporation, or the ability of the Corporation to otherwise indemnify or advance expenses to any such individual.
Notwithstanding any other provision of this Article, there shall be no indemnification with respect to matters as to which indemnification would result in inurement of net earnings of the Corporation "to the benefit of any private shareholder or individual," within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or similar provisions of any subsequent Federal tax laws. The provisions of, and the rights and obligations created by, this Article shall not give rise or be deemed to give rise to "compensation for personal services" as described in IC 34-4-11.5-1 et seq., as amended.
Section 10.3. Definitions. For purposes of this Article:
(a) A person is considered to be serving an employee benefit plan at the Corporation's request if the person's duties to the Corporation also impose duties on, or otherwise involve services by, the person to the plan or to participants in or beneficiaries of the plan.
(b) The estate or personal representative of a person entitled to indemnification or advancement of expenses shall be entitled hereunder to indemnification and advancement of expenses to the same extent as the person.
(c) The term "expenses" includes all direct and indirect costs (including, without limitation, counsel fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or out-of-pocket expenses) actually incurred in connection with the investigation, defense, settlement, or appeal of a proceeding or establishing or enforcing a right to indemnification under this Article, applicable law or otherwise.
(d) The term "liability" means the obligation to pay a judgment, settlement, penalty, fine, excise tax (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.
(e) The term "party" includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.
(f) The term "proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
IN WITNESS WHEREOF, the undersigned incorporator executes these Articles of Incorporation and verifies subject to penalties of perjury that the facts contained herein are true.
Dated this first day November, 1994.
Sebastian E. Heath
This instrument was prepared by Peggy J. Naile, ICE MILLER DONADIO & RYAN, One American Square, Box 82001, Indianapolis, Indiana 46282.