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Articals of Incorporation

The Articles of Incorporation were prepared by Alan F. Hizer, Attorney at Law, of 634 Indiana Bank Building, Fort Wayne, Indiana. They were signed by Brothers Alan D. Conrad and Eric H. Isenhoff on August 9th, 1974, and were then notarized by Judith Ann Davis, Notary Public in Allen County on the same date.

The Secretary of State of Indiana approved and filed The Articles on August 12th, 1974 as follows:


To Whom These Presents Come, Greeting:

CERTIFICATE OF INCORPORATION
LAMBDA HOUSE, INC.

I, Larry A. Conrad, Secretary of the State of Indiana, hereby certify that Articles of Incorporation of the above not-for-profit Corporation, in the form prescribed by the Office, prepared and signed in duplicate by the Incorporator(s) and acknowledged and verified by the same before a Notary Public, have been presented to me at this office accompanied by fees prescribed by law; that I have found such Articles conform to law; that I have endorsed my approval on the duplicate copies of such Articles; that all fees have been paid as required by law; that one copy of such Articles has been filed in this office; and that the remaining copy of such Articles bearing the endorsement of my approval and filing has been returned by me to the incorporator(s) or his (their) representatives; all as prescribed by the Indiana Not-For-Profit Corporation Act of 1971.

NOW, THEREFORE, I hereby issue to such Corporation this Certificate of Incorporation, and further certify that its corporate existance has begun.

//Larry A. Conrad
by
//Rosemary Ransom


The undersigned incorporator or incorporators, desiring to form a corporation (herein referred to as the "Corporation") pursuant to the provisions of the Indiana Not-For- Profit Corporation Act of 1971 (herein referred to as the "Act"), executed the following Articles of Incorporation.

ARTICLE I
Name

The name of the Corporation is Lambda House, Inc.
(The name shall include the word "Corporation" or "Incorporated", or one of the abbreviations thereof.)



ARTICLE II
Purposes

The purposes for which the Corporation is formed are:

1. To promote and encourage activities of the Indiana Theta Chapter of Sigma Phi Epsilon Fraternity; to acquire, own, hold, use, lease, mortgage, pledge, sell, convey or otherwise dispose of property, real or personal, tangible or intangible, to promote fraternity activities; to operate and maintain a college fraternity house for the use and convenience of the members of the Indiana Theta Chapter of Sigma Phi Epsilon Fraternity; to acquire by purchase, gift, devise or otherwise the title to or the custody in control of real estate and personal property to be used as a college fraternity house; preserve and protect the building and real estate of the fraternity house; to collect and preserve records, relics and other things of fraternity interest; to foster and promote public knowledge of and interest in fraternity activities.

2. No part of the net earnings of the corporation shall inure to the benefits of any member, director, 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 member, director, 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.

3. Notwithstanding any other provisions of these Articles of Incorporation, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501 of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended or by an organization contributions to which are deductible under Section 170 (c)(2) of such Code and regulations as they may now exist or as they may hereafter be amended.

4. Upon the dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to charitable, religious, scientific, literary, or educational organizations which would then qualify under the provisions of Section 501 of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

5. To accept, acquire, receive, take and hold by bequest, devise, grant, gift, purchase, exchange, lease, transfer, judicial order or decree or otherwise for any of its objects and purposes any property, both real and personal, or whatever kind, nature or description and wherever situated.

6. To sell, exchange, convey, mortgage, lease, transfer, or otherwise dispose of any such property, both real and personal, as the objects and purposes of the corporation may require subject to such limitations as may be prescribed by law.

7. To borrow money and from time to time make, accept, endorse, execute and issue bonds, debentures, promissory notes, bills of exchange, and other obligations of the corporation for monies borrowed or in payment for property acquired or for any of the other purposes of the corporation and to secure the payment of any such obligations by mortgage, pledge, deed, indenture, agreement, or other instrument of trust or by other lien upon, assignment of or agreement in regard to all or any part of the property rights or privileges of the corporation wherever situated whether now owned or hereafter to be acquired.

8. To invest and re-invest its funds in such stock, common or preferred, bonds, debentures, mortgages, or in such other securities and property as its Board of Directors deem advisable subject to the limitations and conditions contained in any bequest, devise, grant or gift, provided such limitations and conditions are not in conflict with the provisions of Section 501 of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended.

9. In general, and subject to such limitations and conditions as are or may be prescribed by law to exercise such other powers which now are or hereafter may be conferred by law upon a corporation organized for the purposes here and above set forth or necessary or incidental to the power so conferred or conducive to the attainment of the purposes of the corporation subject to the further limitation and condition that notwithstanding any other provision of these Articles of Incorporation, only such powers shall be exercised as are in futherance of the tax exempt purposes of the corporation and as may be exercised by an organization exempt under Section 501 of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170 of such Code and regulations as they now exist or as they may hereafter be amended.



ARTICLE III
Period of Existance

The period during which the Corporation shall continue is perpetual.



ARTICLE IV

Resident Agent and Principal Office

Section 1. Resident Agent. The name and address of the Resident Agent in charge of the Corporation's principal office is Eric H. Isenhoff, 1105 Crestview Drive, Angola, Indiana 46703.

Section 2. Principal Office. The post office address of the principal office of the Corporation is P.O. Box 33, Angola, Indiana 46703.



ARTICLE V
Membership

Section 1. Classes - Participating and Non-Participating.
A participating member shall be defined as an alumni who owns more than one (1) certificate of membership issued by the corporation.

A non-particpating member shall be defined as an active member who does not own a certificate of membership issued by the corporation.

Section 2. Rights, Preferences, Limitations, and Restrictions of Classes.
All participating members shall be entitled to the full rights of discussion and shall have the privilege of holding office in the corporation, and shall be entitled to all rights and privileges generally extended to members.

Non-participating members shall include the right to take active part in any discussion at both regular and special meetings; the right to act in an advisory capacity on committees; and the right to counsel and advise the officers and members in accordance with their experience and judgement. Non-participating members may become participating members in the corporation by a majority vote at any regular meeting, but only in such instances where their interests in the progress and welfare of the corporation shall have been demonstrated, and where their advice and counsel shall be considered to be of substantial value to the organization. The right to hold office shall not be extended to any non-participating member with the exception of those on the Board of Directors.


Section 3. Voting Rights of Classes.
All participating members shall have the right to vote on all matters brought before the meetings, both regular and special.

Non-participating members shall not be extended voting rights with the exception of those on the Board of Directors.

PLEASE NOTE: The corporation shall confer upon every member a certificate signed by the President (or Vice President) and Secretary (or Assistant Secretary), stating that he is a member of the Corporation.



ARTICLE VI
Directors

Section 1. Number of Directors. The initial Board of Directors is composed of five (5) members. If the exact number of Directors is not stated, the minimum number shall be five (5) and the maximum number shall be twelve (12). Provided, however, that the exact number of directors shell be prescribed from time to time in the By-Laws of the Corporation: AND PROVIDED FURTHER THAT UNDER NO CIRCUMSTANCES SHALL THE MINIMUM BE LESS THAN THREE.

Section 2. Names and Post Office Addresses of the Directors. The name and post office addresses of the initial Board of Directors are:

Warren C. Cunningham - Address ommitted from Webpage
Eric H. Isenhoff - Address ommitted from Webpage
Alan Conrad - Address ommitted from Webpage
John Leszczynski - Address ommitted from Webpage
Glen Kingseed - Address ommitted from Webpage




ARTICLE VII
Incorporator(s)

Section 1. Names and Post Office Addresses. The names and post office address(es) of the incorporator(s) of the Corporation is (are) as follows:

Eric H. Isenhoff - Address ommitted from Webpage
Alan Conrad - Address ommitted from Webpage



ARTICLE VIII
Statement of Property

A statement of property and an estimate of the value thereof, to be taken over by this corporation at or upon its incorporation are as follows:

Real Estate (having a value of) $150,000.00
Cash $1,200.00
Personal Property $8,000.00



ARTICLE IX
Provisions for Regulation and Conduct
Of the Affairs of Corporation

Other provisions, consistent with the laws of this state, for the regulation and conduct of the affairs of this corporation, and creating, defining, limiting or regulating the powers of this corporation, of the directors or of the members or any classes of members are as follows:

Can be established by the By-Laws.



The undersigned, being one or more persons, do hereby adopt these Articles of Incorporation, representing beforehand to the Secretary of State of the State of Indiana and all persons whom it may concern that a membership list or lists of the above named corporation for which a Certificate of Incorporation is hereby applied for, have heretofore been opened in accordance with the law and that at least three (3) persons have signed such membership list.

IN WITNESS WHEREOF, I (we) the undersigned do hereby execute these Articles of Incorporation and certify the truth of the facts herein stated, this 9th day of August, 1974.

//Alan D. Conrad

//Eric H. Isenhoff

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