Review of Amendments to the Articles and Bylaws of LPA the Articles and Bylaws of LPA
Overview • Purpose Resolve conflicts between the Articles and the Bylaws Resolve conflicts between the Articles and the Bylaws • • Update antiquated provisions • Address issues stemming from board structure g • • Articles Amend and restate (simplify) Amend and restate (simplify) • “Public benefit corporation” • • Bylaws Bylaws Revise board structure • U d t Update provisions to match current practice i i t t h t ti • 2
Purpose The main purpose for amending the Articles and Bylaws • is to address the conflicts between them: Other issues were also addressed to (i) update provisions • that have become outdated, (ii) bring the Articles and Bylaws into compliance with the current operation of LPA Bylaws into compliance with the current operation of LPA and (iv) resolve an issue with the size and operation of the Board. 3
Role of Articles and Bylaws Articles • Filed with the State of incorporation • Concerns formation and organization of the entity • Requirements vary by State • • Indiana Code – (1) name, (2) corporate statement, (3) initial registered office, (4) each incorporator and (5) membership status i t d ffi (4) h i t d (5) b hi t t • Additional provisions ok, e.g., purpose Bylaws • Filed with the State of incorporation • Concerns the internal affairs of the entity • No particular requirements p q • • Generally – mission statement, structure of entity (membership, leadership, committees, etc.), meetings, financial details, indemnification and insurance, etc. Keep it simple: the Articles and Bylaws cannot conflict 4
Articles: Revisions for LPA Simplicity: “Restated” articles need minimal information • Removed • • Initial information: name of incorporators and registered office I i i l i f i f i d i d ffi • Outdated requirements: U.S. citizenship requirements, classes of membership, board size and Bylaws amendment procedure Added Added • • Type of corporation: LPA is a public benefit corporation Revisions • • Purpose: statement made consistent with website P t t t d i t t ith b it • Distribution of Assets on Liquidation: revised to ensure legal compliance Only basic information about LPA and its formation • should appear in the Articles. This increases simplicity and decreases the likelihood of conflict with the Bylaws. 5
Bylaws Organizational structure • Revised to bring into compliance with best practices and efficient • operation [see “Board Structure” handout] ti [ “B d St t ” h d t] Created new “Council of Directors” to request Board meeting to • address district issues Revised for best practices (succession, resignation and removal) R i d f b t ti ( i i ti d l) • Membership • Revised definition of “Little Person” to match website • Revised classes of membership to match current practices • Voting revised to allow for electronic voting in the future • Added duty for Board to protect LPAs intellectual property Added duty for Board to protect LPAs intellectual property • Added “Indemnification and Insurance” provision • General “clean up” for language and other issues General clean up for language and other issues •
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