The undersigned incorporator or incorporators, desiring to form a corporation (hereinafter referred to as the "Corporation") pursuant to the provisions of the Indiana General Not For Profit Corporation Act, as amended, (hereinafter referred to as the "Act"), execute the following Articles of Incorporation.
ARTICLE I. Name
The name of the Corporation is The North American Council of Automotive Teachers, Inc. (The name shall include the word "Corporation" or "Incorporated", or one of the abbreviations thereof.)
ARTICLE II. Purposes
The purposes for which the Corporation is formed are:
Section 1. To encourage and promote the sharing of knowledge by its members;
Section 2. To promote enthusiasm for the instruction of automotive students;
Section 3. To seek and communicate new methods of teaching;
Section 4. To promote effective communication between the Automotive Service Industry and educators in that field;
Section 5. To work together for the solution of common educational problems; and,
Section 6. To maintain a high level of fellowship among members and with all interested parties.
ARTICLE III Period of Existence
The period during which the Corporation shall continue is perpetual.
ARTICLE IV. Resident Agent and Principal Office
Section 1. Resident Agent.
The name and address of the Resident Agent in charge of the Corporation's principal office is George R. Whitehouse, 101 South 21st Street, Vincennes, Indiana 47591.
Section 2. Principal Office.
The post office address of the principal office of the Corporation is Vincennes University, 1002 North 1st Street, Vincennes, Indiana 47591.
ARTICLE V. Membership
Section 1. Classes. There shall be two classes of members.
a. General Members. General membership shall consist of persons whose full time profession is in the field of automotive related education and instruction;
b. Associate Members. All other persons, organizations, institutions and corporate entities that maintain an interest in the field of automotive related education and instruction.
Section 2. Rights, Preferences, Limitations and Restrictions of Classes.
Only General Members shall be eligible to serve on the Board of Directors of the Corporation. Both General Members and Associate Members shall be members of the corporation and possess power and authority as set forth from time to time in the By-Laws of the corporation.
Section 3. Voting Rights of Classes.
All General Members shall have the right to one vote. Associate Members shall have no vote in the affairs of the Corporation. PLEASE NOTE: The Corporation shall confer upon every member a certificate signed by the President (or Vice-President) and Secretary (or Assistant Secretary), stating that he is a member of the Corporation.
ARTICLE VI. Directors
Section 1. Number of Directors.
The initial Board of Directors is composed of Seven (7) members. If the exact number of Directors is not stated, the minimum number shall be five (5) and the maximum number shall be fifteen (15). Provided, however, that the exact number of directors shall be prescribed from time to time in the By-Laws of the Corporation; and provided, further, that under no circumstances shall the minimum number be less than three (3).
Section 2. Names of Original Directors.
Thomas L. Breedlove, Billy Meyers, Ronald P. Belanger, Clifford H. Ingold, William Gordon, Gene R. Bathe, George Whitehouse
ARTICLE VII. Incorporator
Section 1. Name and Post Office Address.
The name and post office address of the incorporator of the Corporation is as follows:
George R. Whitehouse, 101 S. 21st, St.Vincennes, Indiana 47591
Section 2. Age.
The incorporator is of legal age.
Section 3. Citizenship.
The incorporator is a citizen of the United States of America.
ARTICLE VIII Statement of Property (if any)
A statement of the property and an estimate of the value thereof, to be taken over by this Corporation at or upon its incorporation are as follows:
ARTICLE IX Provisions for Regulation and Conduct of the Affairs of Corporation (Can be the "By-Laws")
Other provisions, consistent with the laws of this state, for the regulation and conduct of the affairs of this corporation, and creating, defining, limiting or regulating the powers of this corporation, of the directors or of the members of any class or classes of members are as follows:
Section 1. Procedures for Amendment of Articles of Incorporation.
These Articles may be amended by resolutions adopted by the Board of Directors of the Corporation and then referred to all members at either a regular or special meeting, a notice thereof with the date, time and place of said meeting having been given to all members ten (10) days in advance, and then voted on and approved by a majority of said members. Copies of said amendment shall then be signed and acknowledged in duplicate by any two officers of the Corporation and then filed with the Secretary of State of Indiana. One approved copy shall be recorded in the Office of the County Recorder of Knox County, Indiana.
Section 2. Powers of the Corporation.
The Corporation shall have the following rights, powers and privileges:
(a) To sue and be sued in its corporate name.
(b) To have a corporate seal and alter such seal at its pleasure.
(c) To acquire personal property by gift, bequest or otherwise, and to purchase, lease, acquire, own, hold, construct, mortgage, pledge, hypothecate, exchange, sell, dispose of personal property of every kind, character, and description whatsoever and wheresoever situated, any interest therein and to purchase, acquire, own, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of capital stock of or any bonds or securities or evidences of indebtedness created by any corporation organized under the laws of any state or government, and while owner thereof , to exercise all rights, powers and privileges of ownership, including the right to vote thereon.
(d) To acquire real property by gift, devise or otherwise, and to purchase, acquire, own, hold, improve, develop, manage, use, lease as lessee, let as lessor, exchange, sell, convey and/or mortgage real estate and buildings of every kind, character and description whatsoever and wheresoever situated, and any interest therein.
(e) To enter into, make, perform, and carry out, or cancel and rescind, contracts for any lawful purposes relating to its property or in furtherance of its purposes.
(f) To borrow money and to issue, sell or pledge its obligations and evidences of indebtedness.
(g) To appoint such officers and agents as the affairs of the Corporation may require and to define their duties and fix their compensation; to employ as custodian or agent a bank or trust company located within or without the United States, and to register or hold property in the name of such custodian or agent, or a nominee thereof.
(h) To make By-Laws for the government and regulation of the affairs of the Corporation and to amend such By-Laws from time to time in the manner therein provided.
(i) To permit the use of its properties and facilities without reimbursement by organizations, organized and operated exclusively for charitable, scientific, literary or educational purposes, not part of the earnings of which inure to the benefit of any private shareholder or individual.
(j) To contribute, assist, and cooperate with, and undertake joint activities with any organization operated exclusively for charitable, scientific, literary or educational purposes, no part of the net earnings of which inure to the benefit of any private shareholder or individual.
(k) To do all acts and things necessary, convenient or expedient to carry out the purposes for which it is formed.
(l) To amend its Articles of Incorporation to the extent permitted by the Statute under which it is organized.
(m) To cease its activities and to dissolve and surrender its franchise.
Section 3. Limitations upon the Powers of the Corporation.
(a) Prohibition against private benefits.
(i) During Corporate Existence No money or property received or held by the Corporation, whether as principal, income or otherwise, and irrespective of its source, shall ever directly or indirectly inure to the private
This Corporation shall at all times operate as a not-for-profit corporation.
(ii) Upon Dissolution. No money or property held by the Corporation, whether as principal, income or otherwise, shall revert to the members or directors of the Corporation, or contributors to it, either directly or indirectly upon dissolution of the Corporation, and any money left in the hands of said Corporation upon dissolution shall escheat to the State of Indiana.
(b) Prohibition against Propaganda. No substantial part of the activities of the Corporation shall be devoted to the carrying on of propaganda or otherwise attempting to influence legislation.
(c) Prohibition against participation or intervention in any political campaign. This Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any campaign on behalf of any candidate for any school office or public office of any kind.
(d) Limitation upon power of amendment. The power to amend these Articles of Incorporation reserved to the Corporation shall not extend to any amendment of such Articles permitting members, directors, or contributors to the Corporation to share in the profits of the Corporation during its existence or in its assets in event of dissolution.
The undersigned, being one or more persons, do hereby adopt these Articles of Incorporation, representing beforehand to the Secretary of State of Indiana and all persons whom it may concern that a membership list or lists of the above named Corporation for which a Certificate of Incorporation is hereby applied for, have heretofore been opened in accordance with the law and that at least three (3) persons have signed such membership list.
This instrument was prepared by Donald G. Bell of Hart & Bell, 201 Security Bank Building, P.O. Box 947, Vincennes, Indiana 47591.