ARTICLES OF INCORPORATION OF
ST. AUGUSTINE HOME GUILD, INC.
The undersigned incorporators, desiring to form a corporation pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991 (the “Act”), execute the following Articles. Words and phrases not otherwise defined in these Articles shall have the meanings set forth in the Act.
ARTICLE I – NAME AND PRINCIPAL OFFICE
Name: The name of the Corporation is St. Augustine Home Guild, Inc.
Address of Principal Office: The Principal office of the Corporation is 2345 W. 86th Street, Indianapolis, IN 46260
ARTICLE II – STATEMENT OF PURPOSE
St. Augustine Home Guild, Inc. is incorporated solely for charitable purposes. St. Augustine Home Guild, Inc.’s specific purpose is to aid The Little Sisters of the Poor of Indianapolis, Inc., an Indiana Non-Profit Corporation qualifying as an exempt organization under section 501(c)(3) of the Internal Revenue Code (the “Code) or the corresponding section of any further federal tax code, in the operation of the St. Augustine Home in Indianapolis, Indiana by:
A. Providing volunteer assistance within functional areas of the St. Augustine Home,
B. Sponsoring activities and events for the residents of the St. Augustine Home,
C. Conducting fundraising events with the proceeds going solely to The Little Sisters of the Poor of Indianapolis, Inc. at the St. Augustine Home.
ARTICLE III – TYPE OF CORPORATION
This Corporation is a public benefit corporation pursuant to the Act.
ARTICLE IV – PERPETUAL EXISTANCE
The period during which the Corporation shall continue is perpetual.
ARTICLE V – REGISTERED AGENT INFORMATION
The name and address of the registered agent of the Corporation for service of process is Lu Ann Heitert, 30 West Main Street, Apt. C, Carmel, IN 46032
ARTICLE VI – MEMBERSHIP
St. Augustine Home Guild, Inc. does not discriminate on the basis of race, color, creed, religion, national origin, disability, or age. Women of all races, religions, and national origins who demonstrate an interest in and a commitment to volunteerism for the St. Augustine Home may apply for membership in the Guild. The Corporation shall have one or more classifications of membership, the qualifications and admission to which shall be as set forth in the Bylaws. 3
ARTICLE VII – INCORPORATORS
The incorporators are: Ellen Jose, 424 Natalie Lane, Indianapolis, IN 46260; Patricia Jannette Kirlin, 433 W. 83rd Place, Indianapolis, IN 46260; Nancy O’Bryan, 2048 Bechtel Road, Indianapolis, IN 46260.
ARTICLE VIII – ADDITIONAL PROVISIONS FOR REGULATION AND CONDUCT OF THE AFFAIRS OF THE CORPORATION
LIMITATIONS. The Corporation shall be operated exclusively for charitable, religious or educational purposes within the meaning of Section 501(c)(3) of the Code and in the course of such operation: A. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth herein and as allowed by Section 501(c)(3) of the Code and the Act. B. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office except as may be otherwise authorized under the Code. C. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on: (i) By a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2), Section 2055(a)(2), or Section 2522(a)(2) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent Federal tax laws.
Conditional Limitations. Notwithstanding any other provision of these Articles of Incorporation and the Bylaws, if for any taxable year the Corporation is deemed a “private foundation” described in Section 509(a) of the Code, the Corporation’s income shall be distributed at such time and in such manner as not to subject the Corporation to the tax imposed by Section 4942 of the Code. In addition, at any time the Corporation is deemed a “private foundation” described in Section 509(a) of the Code, the Corporation shall not:
A. Engage in any act of self-dealing as defined in Section 4941(d) of the Code;
B. Retain any excess business holdings as defined in Section 4943(c) of the Code;
C. Make any investment in such manner as to subject the Corporation to tax under Section 4944 of the Code; or
D. Make any taxable expenditure as defined in Section 4945(d) of the Code.
ARTICLE IX – BOARD OF DIRECTORS
The Bylaws of the Corporation shall proscribe the number of and criterion for selection of the Corporation’s Board of Directors; provided, however, that at no time shall the Bylaws provide for fewer than three (3) directors.
ARTICLE X – BYLAWS
The incorporators, with the approval of the Mother Superior of The Little Sisters of the Poor of Indianapolis, Inc., shall adopt the initial Bylaws for the Corporation. The power to alter, amend, or repeal the initial Bylaws or to adopt new Bylaws shall be vested in the Board of Directors, subject to the approval of the Mother Superior of The Little Sisters of the Poor of Indianapolis, Inc. The Bylaws may contain any provision for the regulation and management of the affairs of this Corporation not in conflict with the Act, other applicable law, or these Articles.
ARTICLE XI – DISTRIBUTION OF ASSETS ON DISSOLUTION OR FINAL LIQUIDATION
Upon dissolution of the St. Augustine Home Guild, Inc., all assets and monies held in any account bearing the organization’s name will be donated to The Little Sisters of the Poor of Indianapolis, Inc., a 501(c)(3) entity. If the Little Sisters of the Poor of Indianapolis, Inc. is no longer, a 501(c)(3) entity under the Code at the time of dissolution of this corporation, then such assets and monies shall be donated do a similar organization for the care of the elderly poor which is a 501(c)(3) entity.
To request a copy of the signed Articles of Incorporation, please contact the President of The St. Augustine Home Guild, Inc.