Articles of Incorporation

RESTATED ARTICLES OF INCORPORATION
OF
IOWA VETERINARY MEDICAL ASSOCIATION FOUNDATION
TO THE SECRETARY OF STATE OF IOWA:

 
            Pursuant to section 504.202 of the Revised Iowa Nonprofit Corporation Act, the undersigned, acting as incorporator, adopts the following articles of incorporation:
 
ARTICLE I
            The name of the Corporation is IOWA VETERINARY MEDICAL ASSOCIATION FOUNDATION.  The principal place of business of this Corporation shall be the headquarters office of the Iowa Veterinary Medical Association in Iowa but its meetings, either annual or special, shall be held at such time and place in the State of Iowa and in such manner as its By Laws provide.
 
ARTICLE II
            The Corporation shall have perpetual duration.
 
ARTICLE III
            The purpose for which the Corporation is organized is to receive gifts and property to be used for the advancement of veterinary medicine and the promotion of veterinary medical research and education.  The corporation shall hold, administer and dispose of gifts and property thereof, and any and all things necessary or incident to the accomplishment of the foregoing purposes, provided, however, that none of the funds, property or income of the corporation shall be used in attempting to influence legislation by the carrying on of propaganda or otherwise or for the benefit of any private member of the corporation or individual.  To accomplish the foregoing object or purpose, this corporation shall have the right to act as Trustee of any funds or property that it may receive under specific or limited grants or agreements or that it may receive by testamentary disposition and shall have the right to hold and manage the same under the terms and conditions imposed by any such bequest not inconsistent with the objects herein above expressed.  Notwithstanding the foregoing, however, the Corporation is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or corresponding section of any future federal tax code).
 
ARTICLE IV
            The Corporation is not organized for profit. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, trustees, 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 in furtherance of the purposes set forth in Article III hereof. Notwithstanding any other provision of these articles, the Corporation shall not carry on any 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, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code (or corresponding section of any future federal tax code).
 
ARTICLE V
            The street address of the initial registered office of the Corporation is1605 North Ankeny Blvd., Ankeny, Iowa located in the County of Polk and the name of its initial registered agent at such address is Dr. Randy Wheeler.
 
ARTICLE VI
            This Corporation shall be composed of the members of the Executive Board of the Iowa Veterinary Medical Association as from time to time constituted.
 
ARTICLE VII
            The Corporation shall have all of the powers given to it by the laws of the State of Iowa; provided, however, only such powers shall be exercised as are in furtherance of the tax-exempt purposes of the Corporation and as may be exercised by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law).

1. The Corporation will distribute its income for each tax year at such time and in such manner so that it will not become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any later federal tax laws.
2. The Corporation will not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any later federal tax laws.
3. The Corporation will not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any later federal tax laws.
4. The Corporation will not make any investments in a manner that would subject it to tax under Section 4944 of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any later federal tax laws.
5. The Corporation will not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986, as amended (or corresponding provisions of any of any future federal tax code).

ARTICLE VIII
            A director of the Corporation shall not be liable to the Corporation or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) the amount of a financial benefit received by a director to which the director is not entitled; (2) an intentional infliction of harm on the Corporation or the members; (3) a violation of the unlawful distribution provision of the Revised Iowa Nonprofit Corporation Act; or (4) an intentional violation of criminal law. If the Revised Iowa Nonprofit Corporation Act is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall beeliminated or limited to the extent of such amendment, automatically and without any further action, to the fullest extent permitted by law. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation on the personal liability or any other right or protection of a director of the Corporation with respect to any state of facts existing at or prior to the time of such repeal or modification.
 
ARTICLE IX
            The Corporation shall indemnify a director for liability (as such term is defined in section 504.851(5) of the Revised Iowa Nonprofit Corporation Act) to any person for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) receipt of a financial benefit by a director to which the director is not entitled; (2) an intentional infliction of harm on the Corporation or the members; (3) a violation of the unlawful distribution provision of the Revised Iowa Nonprofit Corporation Act; or (4) an intentional violation of criminal law. Without limiting the foregoing, the Corporation shall exercise all of its permissive powers as often as necessary to indemnify and advance expenses to its directors and officers to the fullest extent permitted by law. If the Revised Iowa Nonprofit Corporation Act is hereafter amended to authorize broader indemnification, then the indemnification obligations of the Corporation shall be deemed amended automatically and without any further action to require indemnification and advancement of funds to pay for or reimburse expenses of its directors and officers to the fullest extent permitted by law. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any indemnification obligations of the Corporation with respect to any state of facts existing at or prior to the time of such repeal or modification.
 
ARTICLE X
            The annual meeting of the members of this corporation shall be held during the regular meeting of the Executive Board of the Iowa Veterinary Medical Association which is held immediately preceding the annual meeting of that Association.  The election of such members of the Board of Directors of this corporation, whose terms of office are to expire, shall be held at said annual meeting of the members of this corporation.
 
            Special meetings of the members of this corporation may be called by the President of the Corporation.  Special meetings of the Executive Board of The Iowa Veterinary Medical Association, without any special call from the President of this Corporation, shall also constitute special meetings of the members of this Corporation.
 
            A meeting of the Board of Directors shall be held immediately following the regular annual meeting of the members.  At such meeting the Board shall elect the officers of the corporation for the ensuing year, and until their successors are elected and qualified.
 
            Any vacancy in the Board of Directors shall be filled for the unexpired term by the Executive Board of the Iowa Veterinary Medical Association.
 
ARTICLE XI
            The officers of this corporation shall consist of a President, one or more Vice Presidents, a Secretary and a Treasurer.  The office of Secretary and Treasurer may be held by the same person.
 
            The officers shall be elected by and from the Board of Directors.  Any member of the Iowa Veterinary Medical Association in good standing may be elected a member of the Board of Directors.
 
            The officers shall have such duties and powers as usually appertain to their respective offices or as may be prescribed by the By-Laws.
 
ARTICLE XII
            All officers shall be elected for and hold their respective offices for one year or until their successors have been elected and qualified but any officer shall be eligible for re-election.  Any Director or Officer may be removed from office by a vote of two-thirds of the members of the Corporation.
 
ARTICLE XIII
            The funds and property of the corporation, unless otherwise authorized or directed by the terms of any gift, bequest or devise, shall be invested either (1) in funds and investments eligible to the investment of trust funds under the laws of Iowa, or (2) in such common or preferred stocks, bonds, securities or other investments as a prudent investor would make of his own property, not for the purpose of speculation, but having primarily in view the preservation of the principal and the income to be derived therefrom.  The Board of Directors is authorized to create a Finance Committee of three members, at least two of which shall be members of the Board of Directors, to be appointed annually by the President of the corporation, with the approval of a majority of the Board of Directors.  The Treasurer shall have custody of all certificates of stock and other securities owned by the corporation and of the proceeds thereof in case of sale.  No investment shall be made or change affected by the Finance Committee in the corporation’s investment without the unanimous approval of all members of the committee.  The Finance Committee, if created, shall have authority to buy, sell or exchange any stocks, securities or other investments in which the funds of the corporation are now or may be hereafter invested, and to invest and reinvest the proceeds thereof or other funds of the corporation in investments meeting the foregoing conditions.
 
            The Board of Directors may employ one or more fiscal agents to advise or assist the Board of Directors or the Finance Committee in handling the details of the investment program.
 
            Unless otherwise specified by the terms of a gift, donation or bequest, all money or property received by the corporation shall constitute its endowment fund. 
 
            Upon dissolution of the corporation, all assets of the corporation shall be reduced to cash and shall be distributed to Iowa State University, College of Veterinary Medicine, to be used by it for scholarships or loans to students of veterinary medicine.
 
ARTICLE XIV
            This Corporation may have By-Laws not inconsistent with these Articles of Incorporation for the government, control and directors or committees, which By-Laws may be amended as shall be provided therein.  They may be adopted by the Executive Board of The Iowa Veterinary Medical Association (the membership of this Corporation) and may be repealed or amended at an annual or special meeting of the Corporation by a majority vote of the members thereof.
ARTICLE XVI
            These Articles of Incorporation, except Article IX, may be amended by a majority vote of the members of this Corporation.