Articles of Incorporation of the American College Of Bond Counsel, Inc.

The undersigned incorporators, desiring to form a corporation (the “Corporation”) pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991 (the “Act”), execute the following Articles of Incorporation:

ARTICLE I

Name

The name of the Corporation is American College of Bond Counsel, Inc.

ARTICLE II

Classification of Corporation

The Corporation is a mutual benefit corporation.

ARTICLE III

Purposes and Powers

Section 3.1. Purposes.

(a) The purpose of the Corporation is to gather together lawyers distinguished for their skill, experience and high standards of professional and ethical conduct in the practice of bond law, who will contribute substantially to the accomplishments, achievements and good fellow ship of the Corporation and to the best interests of the bar and the general public through the fulfillment of objectives of the Corporation, which specifically include: (i) to promote high standards of professional and ethical responsibility in the practice of bond law; (ii) to seek to improve bond law and practice; (iii) to make available to the bar and to the public authoritative educational materials in the field of bond law; (iv) to speak upon matters of interest and importance to bond law and practice before legislative, administrative and regulatory bodies, and elsewhere; (v) to promote the continuing education of attorneys on issues affecting bond law; (vi) to provide forums for attorneys practicing bond law to meet and exchange ideas and professional experience; (vii) to cooperate and consult with national, state and local bar organizations, government agencies, issuer organizations, and other groups, including the National Association of Bond Lawyers, which have an interest in bond law and practice. (b) In furtherance of the aforesaid purposes, to transact any and all lawful business for which corporations may be incorporated under the Act.

Section 3.2. Nonprofit Purposes.

(a) The Corporation is organized and operated exclusively for nonprofit purposes and its activities shall be conducted in such a manner that no part of its net earning shall inure to the benefit of any member, Director, or officer or other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purposes set forth in Section 3.1. The Corporation shall not engage in a regular business of a kind ordinarily carried on for profit. (b) The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. (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 by a corporation exempt from Federal income tax under Section 501(c)(16) of the Internal Revenue Code of 1986, as amended or corresponding provisions of any subsequent Federal tax laws.

Section 3.3. Powers.

Subject to any limitation or restriction imposed by the Act, any other law, or any other provisions of these Articles of Incorporation, the Corporation shall have the power: (a) To do everything necessary, advisable, or convenient for the accomplishment of any of the purposes hereinbefore set forth, or which shall at any time appear conductive to or expedient for the protection or benefit of the Corporation and to do all of the things incidental thereto or connected therewith which are not forbidden by law; and (b) To have, exercise and enjoy in furtherance of the purposes herein before set forth all the general rights, privileges, and powers granted to corporations by the Act, as now existing or hereafter amended, and by the common law.

ARTICLE IV

Distribution of Assets on Dissolution

In the event of complete liquidation, dissolution of the Corporation, or the winding up of its affairs, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, distribute all the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations exempt from taxation under Section 501(c)(3), (4) or (6) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent Federal tax laws, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Judge of the Circuit Court of Marion Country, Indiana, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE V

Term of Existence

The Corporation shall have perpetual existence.

ARTICLE VI

Registered Office and Registered Agent

Section 6.1. Registered Office and Registered Agent.

The street address of the Corporation’s registered office is One American Square, Box 82001, Indianapolis, Indiana 46282 and the name of the Corporation’s registered agent at that office is Thomas Kennedy Downs.

Section 6.2. Principal Office
.

The post office address of the principal office of the Corporation is One American Square, Box 82001, Indianapolis, Indiana 46282.

ARTICLE VII

Membership

Section 7.1. Definitions.

Definitions of terms set forth in the Bylaws shall have the same meanings herein unless the context clearly indicates otherwise.

Section 7.2. Classes.

Membership classes shall be Regular Fellows, Honorary Fellows and Senior Fellows, as defined in and meeting the requirements of, the Bylaws of the Corporation.

Section 7.3. Rights, Preferences, Limitations and Restrictions of Classes.

All Fellows shall be entitled to all privileges of membership, limited only as set out in the Bylaws of Corporation.

Section 7.4. Voting Rights of Fellows.

Each Regular Fellow in good standing shall be entitled to one (1) vote, for each matter submitted to the Fellows for a vote at each meeting of the Fellows.

ARTICLE VIII

Board of Directors

Section 8.1. Number and Term of Office.

Upon incorporation, the initial Board of Directors shall consist of 3 Directors. Thereafter, the number of Directors shall be specified in or fixed in accordance with the Bylaws of the Corporation; provided, however, that the maximum number of Directors shall be 15. The term of office of a Director shall be as specified in the Bylaws; provided, however, that the term of an elected Director shall not exceed three (3) years. Directors may be elected for successive terms. Terms of office of Directors may be staggered as specified in the Bylaws.

Section 8.2. Qualifications.

Each Director shall have such qualifications as maybe be specified from time to time in the Bylaws of the Corporation or required by law.

Section 8.3. Initial Board of Directors.

The names and addresses of the initial Board of Directors of the Corporation are:

Thomas Kennedy Downs
Ice Miller Donadio & Ryan
Once American Square, Box 82001
Indianapolis, IN 46282

John L. Kraft
Lowenstein, Sandler, Kohl, Fisher & Boylan
65 Livingston Avenue
Roseland, NJ 07068

Brenda S. Horn
Ice Miller Donadio & Ryan
Once American Square, Box 82001
Indianapolis, IN 46282

ARTICLE IX

The names and addresses of the incorporators of the Corporation are: 

Charles P. Carlson, Esq.
Bond Case Briefs, Inc.
810 W. 58th Street
Hinsdale, IL 60521

William J. Danhof, Esq.
Miller, Canfield, Paddock & Stone
1 Michigan Avenue, Suite 900
Lansing, MI 48933

Thomas Kennedy Downs
Ice Miller Donadio & Ryan
Once American Square, Box 82001
Indianapolis, IN 46282

Glenn E. Floyd, Esq.
The Floyd Law Firm
118 E. Main Street
PO Box 396
Norman, OK 73070

David A. Franklin, Esq.
Pepper, Hamilton & Scheetz
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103-2799

Philip C. Genetos
Ice Miller Donadio & Ryan
Once American Square, Box 82001
Indianapolis, IN 46282

Kenneth H. Haynie, Esq.
Ahlers, Cooney, Dorweiler, Haynie, Smith & Albee, P.C.
100 Court Avenue, Suite 600
Des Moines, IA 50309-2231

Brenda S. Horn
Ice Miller Donadio & Ryan
Once American Square, Box 82001
Indianapolis, IN 46282

Charles R. Hug, Esq.
Carlson & Hug
135 S. LaSalle Street, Suite 1400
Chicago, IL 60603

Robert J. Jones, Esq.
Saul, Ewing, Remick & Saul
3800 Centre Square West
Philadelphia, PA 19102-2186

Harold B. Judell, Esq.
Foley & Judell
One Canal Place, #2600
356 Canal Street
New Orleans, LA 70130-1138

John L. Kraft
Lowenstein, Sandler, Kohl, Fisher & Boylan
65 Livingston Avenue
Roseland, NJ 07068

George M. Mack, Esq.
Foster Pepper & Shefelman
1111 Third Avenue, #3400
Seattle, WA 98101

Steve A. Matthews, Esq.
Sinkler & Boyd, P.A.
1426 Main Street, #1200
P.O. Box 11889
Columbia, SC 29211-1889

Griffith F. Pitcher, Esq.
Mershon, Sawyer, Johnston, Durwody & Cole
First Union Financial Center, S#4500
200 South Biscayne Boulevard
Miami, FL 33131-2387

Fred H. Rosenfield, Esq.
Gust Rosenfield
201 N. Central Avenue, #3300
Phoenix, AZ 85073-3300


Peter H. Seed, Esq.
Briggs and Morgan
2200 First National bank Bldg.
332 Minnesota Street
St. Paul, MN 55101

Steven J. Simons, Esq.
Ropes & Gray
One International Place
Boston, MA 02110-2624

James J. Skeffington, Esq.
Edwards & Angell
2700 Hospital Trust Tower
Providence, RI 02903

Thomas William Taylor, Esq.
Ropes & Gray
One International Place
Boston, MA 02110-2624

William M. Taylor, Esq.
Chapman & Cutler
111 West Monroe Street
Chicago, IL 60603-4080

Jerry E. Turner, Esq.
Vinson & Elkins L.L.P.
One American Center
600 Congress Avenue, #1700
Austin, TX 78701-3200

Richard A. Weiss, Esq.
Foley & Lardner
First Wisconsin Center
777 E. Wisconsin Avenue
Milwaukee, WI 53202-5367

Sharon Stanton White, Esq.
Jones Hall Hill & White
Four Embarcadero Enter, 19th Fl.
San Francisco, CA 94111

W. Jackson Williams, Esq.
Williams & Anderson
2200 Stephens Building
111 Center Street
Little Rock, AR 72201

ARTICLE X

Provisions for Regulation of Business and Conduct of Affairs of Corporation

Section 10.1. Place of Meeting.

Meetings of the Fellows and meeting of the Board of Directors of the Corporation shall be held at such places, either within or without the State of Indiana, as shall be specified in the respective calls and notices or waivers of notice of such meetings given in accordance with the Bylaws of the Corporation.

Section 10.2. Compensation of Employees.

In order to carry out the purposes and activities of the Corporation, such individuals as are deemed necessary maybe be employed, and each such employee maybe be paid such compensation for services actually rendered in the course of such employment as maybe be fixed in the manner provided by the Board of Directors of the Corporation.

Section 10.3. Bylaws.

The Board of Directors of the Corporation shall have the power to adopt and amend the Bylaws of the Corporation, which may contain other provisions consistent with the laws of the State of Indiana, for the regulation and management of the affairs of the Corporation.

Section 10.4. Powers of the Board of Directors.

Subject to any limitation or restriction imposed by law or by these Articles of Incorporation, the Board of Directors of the Corporation is hereby authorized to exercise, in furtherance of the purposes of the Corporation, all the powers of the Corporation without authorization or approval of the members of the Corporation.

IN WITNESS WHEREOF, the undersigned incorporators execute these Articles of Incorporation and verify subject to penalties of perjury that the facts contained herein are true.

 

Dated this ____ day of ______________, 1995.

 

_____________________________

Thomas K. Downs

_______________________________

John L. Kraft

_______________________________

Brenda S. Horn

_______________________________

Philip C. Genetos