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ARTICLES OF INCORPORATION OF Frankville Emergency Volunteer Association TO THE SECRETARY OF STATE OF THE STATE OF IOWA: We, the undersigned, acting as Incorporators of a corporation organized under the Revised Iowa Nonprofit Corporation Act, hereby adopt the following Articles of Incorporation for such corporation: ARTICLE I NAME The name of the Corporation is Frankville Emergency Volunteer Association. ARTICLE II DURATION The period of its duration shall be perpetual. ARTICLE III PURPOSE The Corporation is organized primarily for the purpose of: Providing the manpower for the operation of the Frankville Fire Department. Through the auspices of the Frankville Fire Department, the Association shall provide fire sup Notwithstanding the foregoing, however, the Corporation is organized exclusively for charitable, religious, educational, or 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 the corresponding provision of any future United States Internal Revenue Law). The Corporation shall have and exercise all powers necessary or convenient to effect any or all of these purposes. ARTICLE IV PROHIBITIONS The Corporation is not organized for profit. No part of the net earnings of the Corporation shall inure to the benefit of any director or 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 director or 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. 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 in (including the publishing or distribution of statements) any political campaign on behalf of or against any candidate for public office. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activity 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 1986, as amended (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 Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law). ARTICLE V REGISTERED AGENT The address of its initial Registered Office in the State of Iowa is: 1941 Centennial Road, Decorah, Iowa 52101 in the County of Winneshiek, and the name of its initial Registered Agent at such address is Mark Thiesmann. ARTICLE VI INITIAL DIRECTOR(S) The number of directors constituting the first board of directors of the Corporation is three, and the names and addresses of the persons who are to serve as the initial directors are: 1941 Centennial Rd. Decorah, Iowa 52101 Tom Jones 1143 Frankville Road Postville, Iowa 52162 Sharon Feickert 1133 Frankville Road Postville, Iowa 52162 ARTICLE VII MEMBERSHIP The Corporation shall have members or not as provided in the Bylaws. ARTICLE VIII INCORPORATOR(S) The names and addresses of the Incorporators are: 1941 Centennial Rd. Decorah, Iowa 52101 Tom Jones 1143 Frankville Road Postville, Iowa 52162 Sharon Feickert 1133 Frankville Road Postville, Iowa 52162 ARTICLE IX POWERS 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). (A) 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 imposed by Section 4942 of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any later federal tax laws. (B) 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. (C) 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. (D) 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. (E) 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 later federal tax laws. (F) The Corporation shall not engage in any activities that are not in furtherance of charitable and educational purposes except as an insubstantial part of its activities. ARICLE X DISSOLUTION 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 for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding section of any future federal tax code, or the assets shall be distributed to the federal government, or to a state or local government, for a public purpose. ARTICLE XI INDEMNIFICATION OF DIRECTORS AND OFFICERS; INSURANCE Section 11.1 – Indemnity. The Corporation shall indemnify and advance expenses, to the extent of the Corporation’s net worth, to any person who was or is a party to or is threatened to be made a party to any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including a grand jury proceeding), and whether formal or informal, by reason of the fact that such person (a) is or was a director or officer of the Corporation, or (b) while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, employee, agent partner, or trustee (or in a similar capacity) of another corporation, partnership, joint venture, limited liability company, trust, other enterprise, or employee benefit plan, to the maximum extent it is empowered to indemnify and advance expenses to a director or officer by the Revised Iowa Nonprofit Corporation Act or other applicable law, including, without limitation, Part E of Division VIII of the Iowa Business Corporation Act, as all of the same now exists or may hereafter by amended or changed (but, in the case of any such amendment or change, only to the extent that such amendment or change empowers the Corporation to provide broader indemnification than said law empowered the Corporation to provide prior to such amendment or change), against reasonable expenses (including attorneys’ fees), judgments, fines, penalties, including an excise tax assessed with respect to an employee benefit plan, and amounts paid in settlement actually and reasonably incurred by such person in connection with such claim, action, suit, or proceeding or any appeal thereof; provided, however, that except as provided in this Article XI with respect to proceedings seeking to enforce rights of indemnification, entitlement to such indemnification shall be conditional upon the Corporation being afforded the opportunity to participate directly on behalf of such person in such claim, action, suit, or proceeding or any settlement discussions relating thereto, and with repoect to any settlement or other nonadjudicated disposition of any threatened or pending claim, action, suit, or proceeding, entitlement to indemnification shall be further conditional upon the prior approval by the Corporation of the proposed settlement or nonadjudicated disposition. Such approval shall be made (a) by the board of directors by majority vote of a quorum consisting of directors not at the time parties to the claim, action, suit, or proceeding, or (b) by special legal counsel selected by the board of directors by majority vote of a quorum consisting of directors not at the timeparrties to the claim, action, suit, or proceeding, or, if the requisite quorum of the full board of directors cannot be obtained therefor, by a majority vote of the full board of directors, in which selection of counsel directors who are parties may participate. Approval or disapproval by the Corporation of any propsed settlement or other nonadjudicated disposition shall not subject the Corporation to any liability to or require indemnification or reimbursement of any part whom the Corporation would not otherwise have been required to indemnify or reimburse. The right to indemnification conferred in this Article XI shall include the right to payment or reimbursement by the Corporation of reasonable expenses incurred in connection with any such claim, action, suit, or proceeding in advance of its final disposition; provided, however, that the payment or reimbursement of such expenses in advance of the final disposition of such claim, action, suit, or proceeding shall be made only upon (a) delivery to the Corporation of a written undertaking, by or on behalf of the person claiming indemnification under this Article XI to repay all amounts so advanced if it shall ultimately be determined that such person is not entitled to be indemnified under this Article XI or otherwise, or (b) delivery to the Corporation of a written affirmation of such person’s good faith belief that such person has met the applicable standard of conduct necessary to require indemnification by the Corporation pursuant to this Article XI or otherwise, or (c) a determination would not preclude indemnification under this Article XI. Section 11.2 – Payment. Any indemnification or advancement of expenses required under this Article XI shall be made promptly upon, and in any even within thirty (30) days after, the written request of the person entitled thereto. If the Corporation denies a written request for indemnity or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days of the date such request is received by the Corporation, the person seeking indemnification or advancement of expenses as granted by this Article XI may at any time within the applicable statute of limitations bring suit against the Corporation in any court of competent jurisdiction to establish such person’s right to indemnity or advancement of expenses. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification in any such action or proceeding shall also be indemnified by the Corporation. It shall be a defense to any action brought against the Corporation to compel indemnification (other than an action brought to enforce a claim for the advancement of expenses pursuant to this Article XI where the written affirmation of good faith or the undertaking to repay as required above has been received by the Corporation) that the claimant has not met the standard of conduct set forth in Section 490.851 of the Iowa Business Corporation Act, but the burden of proving such defense shall be in the Corporation. Neither (a) the failure of the Corporation (including its board of directors or special legal counsel) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 490.851 of the Iowa Business Corporation Act, nor (b) the fact that there has been an actual determination by the Corporation (including its board of directors or special legal counsel) that the claimant has not met such applicable standard of conduct, shall create a presumption that the claimant has not met the applicable standard of conduct. In the event that the applicable standard of conduct has been met as to some claims, actions, suits, or proceedings, but not as to others, a person who has a right of indemnification pursuant to this Article XI shall be indemnified against all expenses (including attorney fees) actually and reasonably incurred by such person in connection with the claim, action, suit, or proceeding as to which the applicable standard has been met. Nothing contained in this section shall limit the obligation, duty, or ability of the Corporation to indemnify such person as provided elsewhere in this Article XI. Section 11.3 – Contract. The provisions of this Article XI shall be deemed a contract between the Corporation and each director or officer who serves in such capacity at any time while this Article XI and the relevant provisions of the Revised Iowa Nonprofit Corporation Act and Iowa Business Corporation Act are in effect, and any repeal or modification of any such law or of this Article XI shall not adversely affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any claim, action, suit, or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Section 11.4 – Witnesses. The Corporation shall indemnify and advance expenses to any person who was or is a witness in or is threatened to be made a witness in any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including a grand jury proceeding), and whether formal or informal, by reason of the fact that such person (a) is or was a director or officer of the Corporation, or (b) while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, member, employee, agent, partner, or trustee (or in a similar capacity) of another corporation, partnership, joint venture, limited liability company, trust, other enterprise, or employee benefit plan, to the same extent that such person would be entitled to indemnification and advancement of expenses under this Article XI if such person were or were threatened to be made a party to such claim, action, suit, or proceeding, against reasonable expenses (including attorneys’ fees) actually and reasonable incurred by such person in connection with such claim, action, suit, or proceeding or any appeal thereof. Section 11.5 – Nonexclusive. Except as limited by section 490.851 of the Iowa Business Corporation Act, the indemnification and advancement of expenses provided or granted pursuant to this Article XI shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of disinterested directors, or otherwise; provided, however, that in no even shall any such provision or agreement provide indemnification to a person who was or is a director or officer of the Corporation (a) for a breach of the director’s or officer’s duty of loyalty to the Corporation, (b) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, (c) for a transaction from which the person seeking indemnification derived an improper personal benefit, or (d) for liability under section 490.833 of the Iowa Business Corporation Act. The Corporation may, by action of the board of directors, provide indemnification to such of the employees or volunteers of the Corporation to such extent and to such effect as the board of directors shall determine to be appropriate and authorized by applicable law. Section 11.6 – Applicability. This Article XI shall be applicable to all claims, actions, suits, or proceedings commenced after the effective date hereof, whether arising from acts or omissions occurring before or after the effective date hereof. Each person who is now serving or who shall hereafter serve as a director or officer of the Corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided for in this Article XI, and such rights of indemnification shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of the heirs, executors, administrators, and legal or personal representatives of such a person. If this Article XI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director and officer of the Corporation to the maximum extent permitted by any applicable portion of this Article XI that shall not have been invalidated. Section 11.7 – Initiation of Claims. Notwithstanding anything in this Article XI to the contrary, except with respect to proceedings initiated to enforce rights of indemnification to which such person is entitled under this Article XI or otherwise, the Corporation shall indemnify any such person in connection with a claim, action, suit, or proceeding (or part thereof) initiated by such person only if the initiation of such claim, action, suit, or proceeding (or part thereof) was authorized by the board of directors. Section 11.8 – Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, member, partner, trustee, employee, or agent of another corporation, partnership, joint venture, limited liability company, trust, other enterprise, or employee benefit plan against any liability asserted against such person and incurred by such person in such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article XI, the Revised Iowa Nonprofit Corporation Act, the Iowa Business Corporation Act, or otherwise. The Corporation may create a trust fund, grant a security interest, and/or use other means (including, without limitation, letters of credit, surety bonds, and/or similar arrangements), as well as enter into contracts providing for indemnification to the maximum extent permitted by law and including as part thereof any or all of the foregoing, to ensure the payment of such sums as may become necessary to effect full indemnification. The Corporation’s obligation to make indemnification and pay expenses pursuant to this Article XI shall be in excess of any insurance purchased and maintained by the Corporation and such insurance shall be primary. To the extent that indemnity or expenses of a person entitled to indemnification and payment of expenses pursuant to this Article XI are paid on behalf of or to such person by such insurance, such payments shall be deemed to be in satisfaction of the Corporation’s obligation to such person to make indemnification and pay expenses pursuant to this Article XI. ARTICLE XII REMOVAL OF DIRECTORS The Corporation may remove a director by following the removal provisions set forth in the Corporation’s Bylaws. ARTICLE XIII AMENDMENT TO ARTICLES These Articles may be altered, amended, or repealed and new Articles adopted by the affirmative vote of two-thirds of the entire board of directors at a meeting of the board of directors. Notice of the meeting setting forth the proposed amendment or a summary of the changes to be effected thereby shall by given to each director at least ten (10) days prior thereto by written notice delivered personally or sent by mail to each director at his or her address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. __________________________________________ Incorporator and Initial Director __________________________________________ Tom Jones Date Incorporator and Initial Director __________________________________________ Sharon Feickert Date Incorporator and Initial Director
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