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Articles of Incorporation
and 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 By-
Laws, 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’s purposes or to such organization or organizations, as said Court shall
determine, which are organized and operated exclusively for the Corporation’s purposes.
* * *
Certificate of Incorporation Issued By
Larry A. Conrad, Secretary of State, Indianapolis, Indiana, April 26, 1976
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