Lambda House Articals of Incorporation
The Articles of Incorporation were prepared by Alan F. Hizer, Attorney at
Law, of 634 Indiana Bank Building, Fort Wayne, Indiana. They were signed by Brothers
Alan D. Conrad and Eric H. Isenhoff on August 9th, 1974, and were then notarized
by Judith Ann Davis, Notary Public in Allen County on the same date.
The Secretary of State of Indiana approved and filed The Articles on August 12th,
1974 as follows:
To Whom These Presents Come, Greeting:
LAMBDA HOUSE, INC.
I, Larry A. Conrad, Secretary of the State of Indiana, hereby certify that Articles
of Incorporation of the above not-for-profit Corporation, in the form prescribed
by the Office, prepared and signed in duplicate by the Incorporator(s) and acknowledged
and verified by the same before a Notary Public, have been presented to me at
this office accompanied by fees prescribed by law; that I have found such Articles
conform to law; that I have endorsed my approval on the duplicate copies of such
Articles; that all fees have been paid as required by law; that one copy of such
Articles has been filed in this office; and that the remaining copy of such Articles
bearing the endorsement of my approval and filing has been returned by me to the
incorporator(s) or his (their) representatives; all as prescribed by the Indiana
Not-For-Profit Corporation Act of 1971.
NOW, THEREFORE, I hereby issue to such Corporation this Certificate of Incorporation,
and further certify that its corporate existance has begun.
//Larry A. Conrad
by
//Rosemary Ransom
The undersigned incorporator or incorporators, desiring to form a corporation
(herein referred to as the "Corporation") pursuant to the provisions of the Indiana
Not-For- Profit Corporation Act of 1971 (herein referred to as the "Act"), executed
the following Articles of Incorporation.
The name of the Corporation is Lambda House, Inc.
(The name shall include the word "Corporation" or "Incorporated", or one of the
abbreviations thereof.)
The purposes for which the Corporation is formed are:
1. To promote and encourage activities of the Indiana Theta Chapter of Sigma Phi
Epsilon Fraternity; to acquire, own, hold, use, lease, mortgage, pledge, sell,
convey or otherwise dispose of property, real or personal, tangible or intangible,
to promote fraternity activities; to operate and maintain a college fraternity
house for the use and convenience of the members of the Indiana Theta Chapter
of Sigma Phi Epsilon Fraternity; to acquire by purchase, gift, devise or otherwise
the title to or the custody in control of real estate and personal property to
be used as a college fraternity house; preserve and protect the building and real
estate of the fraternity house; to collect and preserve records, relics and other
things of fraternity interest; to foster and promote public knowledge of and interest
in fraternity activities.
2. No part of the net earnings of the corporation shall inure to the benefits
of any member, director, officer, of the corporation or any private individual
(except that reasonable compensation may be paid for services rendered to or for
the corporation affecting one or more of its purposes) and no member, director,
officer of the corporation or any private individual shall be entitled to share
in the distribution of any of the corporate assets on dissolution of the corporation.
3. Notwithstanding any other provisions of these Articles of Incorporation, the
corporation shall not conduct or carry on any activities not permitted to be conducted
or carried on by an organization exempt under Section 501 of the Internal Revenue
Code and its regulations as they now exist or as they may hereafter be amended
or by an organization contributions to which are deductible under Section 170
(c)(2) of such Code and regulations as they may now exist or as they may hereafter
be amended.
4. Upon the dissolution of the corporation or the winding up of its affairs, the
assets of the corporation shall be distributed exclusively to charitable, religious,
scientific, literary, or educational organizations which would then qualify under
the provisions of Section 501 of the Internal Revenue Code and its regulations
as they now exist or as they may hereafter be amended.
5. To accept, acquire, receive, take and hold by bequest, devise, grant, gift,
purchase, exchange, lease, transfer, judicial order or decree or otherwise for
any of its objects and purposes any property, both real and personal, or whatever
kind, nature or description and wherever situated.
6. To sell, exchange, convey, mortgage, lease, transfer, or otherwise dispose
of any such property, both real and personal, as the objects and purposes of the
corporation may require subject to such limitations as may be prescribed by law.
7. To borrow money and from time to time make, accept, endorse, execute and issue
bonds, debentures, promissory notes, bills of exchange, and other obligations
of the corporation for monies borrowed or in payment for property acquired or
for any of the other purposes of the corporation and to secure the payment of
any such obligations by mortgage, pledge, deed, indenture, agreement, or other
instrument of trust or by other lien upon, assignment of or agreement in regard
to all or any part of the property rights or privileges of the corporation wherever
situated whether now owned or hereafter to be acquired.
8. To invest and re-invest its funds in such stock, common or preferred, bonds,
debentures, mortgages, or in such other securities and property as its Board of
Directors deem advisable subject to the limitations and conditions contained in
any bequest, devise, grant or gift, provided such limitations and conditions are
not in conflict with the provisions of Section 501 of the Internal Revenue Code
and its regulations as they now exist or as they may hereafter be amended.
9. In general, and subject to such limitations and conditions as are or may be
prescribed by law to exercise such other powers which now are or hereafter may
be conferred by law upon a corporation organized for the purposes here and above
set forth or necessary or incidental to the power so conferred or conducive to
the attainment of the purposes of the corporation subject to the further limitation
and condition that notwithstanding any other provision of these Articles of Incorporation,
only such powers shall be exercised as are in futherance of the tax exempt purposes
of the corporation and as may be exercised by an organization exempt under Section
501 of the Internal Revenue Code and its regulations as they now exist or as they
may hereafter be amended, or by an organization, contributions to which are deductible
under Section 170 of such Code and regulations as they now exist or as they may
hereafter be amended.
The period during which the Corporation shall continue is perpetual.
Section 1. Resident Agent. The name and address of the Resident
Agent in charge of the Corporation's principal office is Eric H. Isenhoff, 1105
Crestview Drive, Angola, Indiana 46703.
Section 2. Principal Office. The post office address of the principal
office of the Corporation is P.O. Box 33, Angola, Indiana 46703.
Section 1. Classes - Participating and Non-Participating.
A participating member shall be defined as an alumni who owns more than one (1)
certificate of membership issued by the corporation.
A non-particpating member shall be defined as an active member who does not own
a certificate of membership issued by the corporation.
Section 2. Rights, Preferences, Limitations, and Restrictions of
Classes.
All participating members shall be entitled to the full rights of discussion and
shall have the privilege of holding office in the corporation, and shall be entitled
to all rights and privileges generally extended to members.
Non-participating members shall include the right to take active part in any discussion
at both regular and special meetings; the right to act in an advisory capacity
on committees; and the right to counsel and advise the officers and members in
accordance with their experience and judgement. Non-participating members may
become participating members in the corporation by a majority vote at any regular
meeting, but only in such instances where their interests in the progress and
welfare of the corporation shall have been demonstrated, and where their advice
and counsel shall be considered to be of substantial value to the organization.
The right to hold office shall not be extended to any non-participating member
with the exception of those on the Board of Directors.
Section 3. Voting Rights of Classes.
All participating members shall have the right to vote on all matters brought
before the meetings, both regular and special.
Non-participating members shall not be extended voting rights with the exception
of those on the Board of Directors.
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.
Section 1. Number of Directors. The initial Board of Directors
is composed of five (5) members. If the exact number of Directors is not stated,
the minimum number shall be five (5) and the maximum number shall be twelve (12).
Provided, however, that the exact number of directors shell be prescribed from
time to time in the By-Laws of the Corporation: AND PROVIDED FURTHER THAT UNDER
NO CIRCUMSTANCES SHALL THE MINIMUM BE LESS THAN THREE.
Section 2. Names and Post Office Addresses of the Directors. The
name and post office addresses of the initial Board of Directors are:
Warren C. Cunningham - Address ommitted from Webpage
Eric H. Isenhoff - Address ommitted from Webpage
Alan Conrad - Address ommitted from Webpage
John Leszczynski - Address ommitted from Webpage
Glen Kingseed - Address ommitted from Webpage
Section 1. Names and Post Office Addresses. The names and post
office address(es) of the incorporator(s) of the Corporation is (are) as follows:
Eric H. Isenhoff - Address ommitted from Webpage
Alan Conrad - Address ommitted from Webpage
A statement of property and an estimate of the value thereof, to be taken over
by this corporation at or upon its incorporation are as follows:
Real Estate (having a value of) $150,000.00
Cash $1,200.00
Personal Property $8,000.00
ARTICLE IX
Provisions for Regulation and Conduct
Of the Affairs of Corporation
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
or any classes of members are as follows:
Can be established by the By-Laws.
The undersigned, being one or more persons, do hereby adopt these Articles of
Incorporation, representing beforehand to the Secretary of State of the 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.
IN WITNESS WHEREOF, I (we) the undersigned do hereby execute these Articles of
Incorporation and certify the truth of the facts herein stated, this 9th day of
August, 1974.
//Alan D. Conrad
//Eric H. Isenhoff
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