Page 12 - Demo

2and conduct of the affairs of the Corporation shall be contained in the Corporate By-Laws. The By-Laws may be amended from time to time by an affirmative vote of a majority of the Board of Directors. The Members of the predecessor Indiana High School Athletic Association shall be the initial members of the Corporation. The Constitution and By-Laws of the predecessor Association shall continue in full force and effect, without interruption as the governing ByLaws, rules, regulations, and standards of the Corporation and its member schools until such time as they are amended by the Board of Directors, and except where they are inconsistent with law or these Articles, or where a change in wording is necessary to render the same applicable to the corporate structure.NINTH: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its 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 to exempt schools in furtherance of the exempt purposes set forth. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation. The Corporation shall not participate in political campaigns (including the publishing or distribution of statements) on behalf of any candidates for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on 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 1954 (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 lnternal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the 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 in such manner, or to such organization or organizations organized and operated exclusively for charitable or educational purposes as shall at the time qualify as an exempt organization or organization under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of Marion County, exclusively for the Corporation%u2019s purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for the Corporation%u2019s purposes.* * *Certificate of Incorporation Issued ByLarry A. Conrad, Secretary of State, Indianapolis, Indiana, April 26, 1976Articles of Incorporation