HomeMy WebLinkAboutReal Property Transfer Agreement - South Bend Heritage Foundation - 912 W Oak StreetREAL PROPERTY TRANSFER AGREEMENT
This Real Property Transfer Agreement is entered into as of May 14, 2019 (the "Effective
Date"), by and between the City of South Bend, acting by and through its Board of Public Works,
of 1300 N. County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana 46601 (the "City")
and the South Bend Heritage Foundation, Inc., an Indiana non-profit corporation, with its
registered address being 803 Lincoln Way West, South Bend, Indiana 46616 (the "Organization")
(each a "Party," and together the "Parties").
RECITALS
A. The City is a municipal corporation existing and operating pursuant to the laws of
the State of Indiana.
B. The Organization is an Indiana non-profit corporation organized exclusively to
conduct, support, encourage, and assist such charitable, educational, and other programs and
projects as are described both in Section 170(c)(2)(B) and 501(c)(3) of the Internal Revenue Code
and is exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
C. The City owns the certain real property described in attached Exhibit._A (the
"Property").
D. The Organization desires to acquire ownership of the Property from the City..
E. Pursuant to I.C. 36-1-11-1(b)(7), a sale or lease of property by the City to an Indiana
non-profit corporation organized for educational, literary, scientific, religious, or charitable
purposes that is exempt from federal income taxation under Section 501 of the Internal Revenue
Code is not subject to the disposition requirements of I.C. 36-1-11.
F. The City, acting by and through the Board of Public Works, has determined that
conveying the Property to the Organization under the terms of this Agreement is in the best
interests of the residents of the City.
NOW, THEREFORE, in consideration of the mutual covenants stated herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the City and the Organization agree as follows:
1. ualiiicatiotis ol`Or atiiratioti. The Organization represents and warrants that (a)
it is a non-profit corporation organized under the laws of the State of Indiana; (b) the
Organization's articles of incorporation dated July 11, 1974, as amended on September 25, 1978,
June 20, 1983, December 27, 1990, and November 12, 1993 (the "Articles"), attached hereto as
1.xhiblt B, have not been superseded or amended and currently remain in full force and effect; and
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(c) the Organization is currently exempt from federal income taxation as stated in the Internal
Revenue Service letter dated October 22, 1979, attached hereto as Exhibit C,
2. Transfbr of Property. The City desires to convey the Property to the Organization
for and in consideration of One Dollar ($1.00), and the Organization desires to accept the Property,
and any and all improvements located on the Property, subject to the terms and conditions of this
Agreement.
3. Use o Pi -in? . The Organization agrees to use the Property only for purposes
consistent with and permissible under its Articles and Section 501(c)(3) of the Internal Revenue
Code and for no other purpose.
4. Closill. The City will convey title to the Property to the Organization by quit
claim deed in substantially the form attached hereto as Exhibit D, on or before May 31, 2019 (the
"Closing"). The Board of Public Works (the "Board") hereby authorizes and instructs Gary Gilot,
President of the Board and Linda Martin, Clerk of the Board to execute and deliver the deed to the
Organization. At the Organization's option, the City will record the deed at the City's expense,
and the Board authorizes and instructs Andrew Netter of the City's Department of Community
Investment to do so.
5. No Warranties. The Organization agrees to accept the Property in its condition on
the Closing Date "as -is, where -is" and without any representations or warranties by the City
concerning title to or the condition of the Property. The City offers no such representation or
warranty as to title or condition, and nothing in this Agreement will be construed to constitute such
a representation or warranty as to title or condition. The Organization may, at its sole cost and
expense, obtain an owner's policy of title insurance or a survey prior to the transfer of such
Property.
6. Taxes. The Organization, and the Organization's successors and assigns, will be
liable for any and all real property taxes and assessments, if any, assessed and levied against the
Property with respect to the year in which the Closing takes place and for all subsequent years.
The City will have no liability for any real property taxes and assessments associated with the
Property, and nothing in this Agreement shall be construed to require the proration or other
apportionment of real property taxes or assessments resulting in the City's liability therefor.
7. Entire Alp -cement. Severability. This Agreement embodies the entire agreement
between the Parties and supersedes all prior discussions, understandings, or agreements between
the Parties concerning the transaction contemplated in this Agreement, whether written or oral. If
any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remainder of the provisions of this Agreement will remain in full force and
effect and will in no way be affected, impaired, or invalidated.
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8. Assi itnent. The Organization may not assign this Agreement or any of its rights
hereunder, in whole or in part, without the prior written consent of the City. In the event the
Organization wishes to obtain the City's consent regarding a proposed assignment of this
Agreement, the City may request and the Organization will provide any and all information
reasonably demanded by the City in connection with the proposed assignment and/or the proposed
assignee.
9. Croverniny, Law, Venue. This Agreement will be governed by and construed in
accordance with the laws of the State of Indiana. Venue for any action concerning this Agreement
will be in the courts of St. Joseph County, Indiana.
10. Recitals and Exhibits. The above recitals and the attached exhibits are hereby
incorporated into this Agreement.
11. , utliorit Counterparts. Each undersigned person signing and delivering this
Agreement on behalf of the Parties, respectively, represents and warrants that he or she is duly
authorized and fully empowered to sign and deliver this Agreement. The Parties may execute this
Agreement in separate counterparts, which taken together will constitute one original document.
An electronically transmitted copy of a signature will be regarded as an original signature.
[Signature page follows.]
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IN WITNESS WHEREOF, the City and the Organization have signed this Real Property
Transfer Agreement to be effective as of the Effective Date.
CITY OF SOUTH BEND
BOARD OF PUBLIC WORKS
Gary Gilot, President
SOUTH BEND HERITAGE
FOUNDATION, INC.,
an Indiana non-profit corporation
By: Mo,rrc o-- J. Ma -i,
Printed: Marco J . Marian i
Therese Dorau, Member Title: Executive Director
n i m
al eth Ma? , Member By:
Prix
ra O'Sulliva ,° ember
µitl
Genevieve Miller, Member
ATTEST:
Ai�a Martin, Clerk
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EXHIBIT A
Description of Property
Lot 3
Fuerbringers 1 st Add
Parcel Key No. 018-1029-1275
EXHIBIT B
Articles of Incorporation of
South Bend Heritage Foundation, Inc.
[See attached.]
Form No, 26
STATE OF INDIANA
OFFICE OF Tl-iE SECRETARY OF STATE
SECRETARY OF STATE
To Whom These Presents Come, Greeting;
CERTIFICATE OF INCORPORATION
I, CARRY A. CONRAD, Secretary of State of the State of Indiana, hereby certify that
Articles of Incorporation of the above not for profit Corporation, in the form
prescribed by my 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 my office accompanied by the fees prescribed by law: that one copy of such
Articles has been filed in my office: and that the remaining copy or copies of such
Articles bearing the endorsement of my approval and filing has been returned by me
to the incorporator or his representatives: all as prescribed by the Indiana
Not -For -Profit Corporation Act of 1971.
Wherefore, I hereby Issue to such Corporation this Certificate of Incorporation,
and further certify that its corporate existance has begun.
go
In Witness Whereof, I have hereunto set my hand and affixed
the seal of the State of Indiana, at the City of Indianapolis.
this....... ...... ....... .................. 111i1:1_..................................... day of
.._ ....-.................. ............................................ ..
Secretary of State,
By.— ........................................................... . ......... ...........
Deputy
Corporate Form No. 364-1 (Aug. 1971)
Page One
ARTICLES OF INCORPORATION
(Not for Profit)
- Fl, t- 0O� l �) Y
Prescribed by L.atTy A. Conrad,
��a,wo ro
Secretary of State of Indiana
A"` � �� ?
INSTRUCTlON5:
Use 8ys x I I Inch Paper for Inserts
Present 2 Executed Copies to Secretary of
State, Room 155, State House, Indianapolis,
Indiana 46204
FILING FEE is $26,00
Genend Requirements "Nora -Profit" means
that the Corporation shall not engage in any
at°tiVittcS for the pecuniary gain of its
members,
ARTICLES OF INCORPORATION
OF
. , , y SOUTHOLD HERITAGE FOUN'DATION,, INC,., , , , , „ , , ®, ,
The undersigned incorporator or incorporators, desiring to form a corporation (hereinafter referred to
as the "Corporation") pursuant to the provisions of the Indiana Not -For -Profit Corporation Act of 1971,
(hereinafter referred to as the "Act"), executed the following Articles of Incorporation.
ARTICLE I
Name
The name of the Corporation -is . SOUTHOLD, HERITAGE FOUNPJ TIQN,, ,IWG, , , , - , ,
(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: See attached statement.
ARTICLE II
A. Educational_ and Charitable Pur oA„ ses. To employ the corporate organization
of the Foundation solely for the educational and charitable purposes including the
advancement of knowledge in the State of Indiana pertaining to historical and archi-
tecturally significant sites and structures and in furtherance of such educational and
charitable purposes to own, preserve, redevelop, improve, renovate, and maintain
sites and structures of historical, architectural, educational, and cultural signifi-
cance within St. loseph County, Indiana (such area being hereinafter referred to as
the "Foundation Area") .
B. Ascertainment of Historical Structures and Sites. To employ the corporate
organization in furtherance of its educational purpose by locating, marking and
spreading knowledge concerning sites and structures of historical, architectural, and
cultural significance within the Foundation Area.
C. Collection and Dissemination of Educational Information..To employ the
corporate organization of the Foundation in futherance of its educational purpose by
collecting writings, materials, relics, and memorabilia of educational significance
and pertaining to historically and architecturally significant sites and structures
within the Foundation Area and to disseminate information relative thereto in advance-
ment of education in the Foundation Area and for better education of the general public.
D. Cooperation Witt) Other Gr2qps. To employ the corporate organization of
the Foundation in furtherance of its educational and charitable purposes by coopera-
ting with and assisting the United States of America, the State of Indiana, St.
Joseph County, and the City of South Bend, and the various commissions, govern-
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mental bodies, officials, and employees of such governments in carrying out the
purposes for which the Foundation is organized; and to cooperate with or affiliate
with other charitable, educational, historical, cultural, civic or municipal associ-
ations, corporations, or groups organized for and carrying out any one or more of
the purposes for which the Foundation is organized.
E. Ancillar Pur oses. To do everything necessary for the accomplishment
of any of the purposes herein set forth and to do all things which are allied with
or incidental to the foregoing, which are not forbidden by the Act, by other law, or
by these Articles of Incorporation.
F. Limitations. Nothing contained in these Articles of Incorporation shall be
construed to authorize the foundation to engage in any activities or perform any
functions which are not within the definitions of charitable or educational purposes
as set forth in Sections 501(c) (3) , 2522(a) , 2055(a) of the federal Internal Revenue
Code of 1954 or the corresponding provisions of any future United States Internal
Revenue Law.
G. - Statutory Powers. Subject to any specific written limitations imposed by
the Act, by other law, or by these Articles of Incorporation and solely in furtherance
of the corporate purposes, the Foundation shall have all the powers specified in
the Act.
H. ggtcifig bowers. Subject to any specific written limitations imposed by
the Act, by other law, or by these Articles of Incorporation and solely in furtherance
of, but not in addition to, the corporate purposes, as stated in paragraphs A through
F, the Foundation shall have the following specific powers:
(1) Capacity to Act. To have the capacity to act possessed
by natural persons, but to have authority to perform only such
acts as are necessary to accomplish the corporate purposes, as
stated in paragraphs A through F, and such as are not repugnant
to law.
(2) Io , 2a int�i fic r annt . To elect or appoint
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officers and agents of the Foundation and define their duties
and fix their compensation.
(3) To Act as Agent. To act as agent or representative for
any individual, association, corporation, trust, statutory
commission, or other legal entity, respecting any business,
the purpose of which is similar to the corporate purposes as
stated in paragraphs A through F.
(4) To Deal in seal Pro ext To acquire (by purchase,
exchange, lease, hire or otherwise) , hold, own, improve,
manage, operate, let as lessor, sell, convey or mortgage,
either 'alone or in conjunction with others, every kind of
interest in real property.
(5) To Deal in Personal Pr22erty To acquire (by purchase,
exchange, lease, hire or otherwise) , hold, own, manage, operate,
mortgage, pledge, exchange, sell, deal in and dispose of, either
alone or in cooperation with others, every kind of interest in
personal property.
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(6) To Deal in Secaariti s, To purchase, take, receive, sub-
scribe for, or otherwise dispose of, and to deal in shares of
other interests in, or obligations of, other domestic or foreign
corporations, associations, partnerships or individuals, or direct
or indirect obligations of the United States or any other govern-
ment, state, territory, governmental district or municipality.
(7) To Make Contracts. To enter into, perform, cancel, and
rescind all kinds of contractural obligations.
(8) To Borrow Funds. To borrow or raise funds for any of the
corporate Purposes stated in paragraphs A through F without limit
as to amount; to execute, accept, endorse, and deliver, as evidence
of such borrowing, all kinds of securities, including, but without
limiting the generality thereof, promissory notes, drafts, bills of
exchange, bonds, debentures and other negotiable or non-negotiable
instruments and evidences of indebtedness; and to secure the pay-
ment and full performance of such securities by mortgage on, or
pledge, conveyance, or assignment in trust of, the whole or any
part of the assets of the Foundation, real, personal or mixed,
including contract rights, whether at the time owned or thereafter .
acquired.
(9) To Lend Funds. To lend funds for any of the corporate Purposes
stated in paragraphs A through F, including the investment of its funds
from time to time, and to take real and personal property as security
for the payment of funds so loaned or invested.
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(10) To+licit funds. To solicit both by public and by private
solicitation and to accept, whether by way of outright, limited or
conditional gifts, inter vivos , or by way of testamentary devises,
bequests or grants in trust, or otherwise, funds of all kinds ,
Including property, both real, personal and mixed, principal or
income, tangible or intangible, present or future, vested or
contingent, in behalf of the Foundation.
(11) To Emend and Distribute Funds. To expend the funds
Of the Foundation, including property, real, personal and mixed,
principal or income, tangible or intangible, present or future,
vested or contingent, in observance of the corporate purposes
stated in paragraphs A through F and to distribute the funds of the
Foundation by way of gift to such individuals, associations,
corporations, trusts, statutory commissions, or other legal
entities, gifts to which have been ruled to be deductible from
income in calculating the federal Income Tax, ruled to be exempt
from the incidence of the federal Gift Tax, and deductible for
purposes of calculating the federal Estate Tax, if the distribution
of such funds further the corporate purposes stated in paragraphs
A through F .
(12) Establishment and Maintenance of Foundation. To expend
funds for the establishment and maintenance of the Foundation and
the achievement of the corporate purposes stated in paragraphs A
through F.
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I. ➢`O onstruction of Powers s Fur o§ese �. The powers enumerated in para-
graphs G and H shall not be construed as corporate purposes, but the Foundation
shall exercise such powers solely in furtherance of, but not in addition to, the
corporate purposes stated in paragraphs A through F.
J. S ecial gui.reinents and Limitations Up2 fur poses and Powers
(1) S ecial Requirements. The Foundation shall make during each
taxable year such distributions of income or other property as may be
required at such times and in such manner as not to subject the
Foundation to tax under Section 4942 of the Internal Revenue Code of
1954, as amended, or corresponding provisions of any subsequent
Federal Tax laws.
(2) Certain Prohibited. Practices. The Foundation is prohibited
from engaging in any act of self --dealing as defined in Section 4941(d)
of the Internal Revenue Code of 19 54 , as amended, or corresponding
provisions of any subsequent Federal Tax law, from retaining any
excess business holdings as defined in Section 4943(c) of the Internal
Revenue Code of 1954, as amended, or corresponding provisions of
any subsequent Federal Tax law, from making any investments in such
manner as to subject the Foundation to tax under Section 4944 of the
Internal Revenue Code of 1954, as amended, or corresponding provisions
of any subsequent Federal Tax law, and from making any taxable
expenditures as defined in Section 4945(d) of the Internal Revenue Code
of 1954, as amended, or corresponding provisions of any subsequent
Federal Tax law.
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(3) influence u on Legislation. _No substantial part of the activities
of the Foundation shall be devoted to carrying on propaganda, or other-
wise attempting to influence legislation.
(4) Participation in Political Campaigns. The Foundation shall not
participate or intervene in any political campaign on behalf of any
candidate for public office, including in such prohibition the publica-
tions or distribution of statements in any such campaign.
(5) Dissolution. In event of dissolution of the Foundation, any
assets remaining after payment of all debts of the Foundation shall
be transferred by the Foundation to the State of Indiana or the City
of South Bend or to any corporation organized for religious, educa-
tional or charitable purposes substantially the same as the purposes
of the Foundation so being dissolved.
Corporate Form No. 364-1 Page Two
Prescribed by Larry A. Conrad,
Secretary of State (Aug. 1971)
ARTICLE III
Period of Existence
The period during which the Corporation shall continue is perpetual . .. . . . .
(will either be "Perpetual", or, if to be limited, some definite period of time.)
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 . , . Freda Noble . , , . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name)
2820 Beechwood Lane, South Bend INDIANA 46615
(Number and Street or Building) (City} (State) (zip Code)
Section 2. Principal Office. The post office address of the principal office of the Corporation is . . . .
228 West Colfax, Room 200 South Bend INDIANA 46601
(Number and Street or Building) (City) (State) (Zip Code)
ARTICLE V
Membership
(A minimum of three (3) shall have signed the membership list. Directors or Trustees or Incorporators
are included in the Membership.)
Section 1. Classes. (If any)
See attached statement.
Section 2. Rights, Preferences, Limitations, and Restrictions of Classes.
See attached statement.
Section 3. Voting Rights of Classes.
See attached statement.
I'GrASE NOTE; The Corporation shall confer upon every member a cerlif icale .signed by the. President (or
Vice -President) and Secretary (or Assistant Secretary), stating that he is a member of the Corporation.
ARTICLE V
MEMBERSHIP
SECTION 1. Classes_ If an
The membership of the Foundation shall be no less than three (3) and mem-
bership shall be limited to those persons who shall have paid such amounts as the
Board of Directors may require from time to time to obtain and retain membership
in the Foundation.
Classes of membership shall be as follows:
(a) Participating members.
(b) junior members.
(c) Firm members.
SECTION 2. Rghts, Preferences, Limitations, and Restrictions of Classes.
(a) Participating Members. Participating members shall consist of five
classes:
(1)
Regular
(2)
Family
(3)
Contributing
(4)
Sponsoring
(5)
Lifetime
A natural person, 18 years of age or older, may obtain a participating membership
upon the payment of the dues fixed by the Board of Directors. Participating member-
ship, other than the regular membership, shall include the spouse of the member.
(b) ,junior Members. Any natural person, under 18 years of age, may
obtain a participating membership by paying the dues fixed by the Board of Directors,
but such person shall not have the right to vote at meetings of the members.
,(c) Firm_ Members. A firm membership may be obtained by any corpora-
tion, company, association, partnership, or other legal entity, other than a natural
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person, upon payment of the dues fixed by the Board of Directors. A firm member-
ship shall not carry the right to vote; however, the firm member may designate one
of its officers, directors, or employees as a participating member. The designated
participating member shall be entitled to all the rights of a participating membership.
SECTION 3. Voting Rights of Classes.
The participating members, alone, shall have voting rights at meetings of
members. Neither the junior membership nor the Firm membership carries voting
privileges.
SECTION 4. Dues.
Membership dues shall be set by the Board of Directors from time to time
and may vary in amount for the different membership classes. In lieu of periodic
dues, the Board of Directors may require or permit membership upon payment of a
single amount to be determined by the Board of Directors.
SECTION 5. M etin
Participating members and junior members shall be entitled to attend meet-
ings of the membership of the Foundation. Each participating member, present in
person, at a meeting or otherwise entitled to vote by the by-laws of the Foundation,
shall be entitled to vote on any matter submitted to the membership by the Board of
Directors. and a majority of such membership present at a meeting shall constitute a
quorum for the transaction of any business. Meetings of the members may be called
and held any place within the United States in accordance with the by-laws of the
Foundation.
Owporate Form No, 3r1.1 11agc: Three
Prescribed by Larry A. Conrad,,
,Secretary of State (Aug, 1 71)
ARTICLE VI
Directors
Section 1. Number of Directors. The initial Board of Directors is composed of - . . . . . . . .
members. If the exact number of Directors is not stated, the minimum number shall be , 9 . . . . . . . ,
and the maximum number shall be . . . 21. . . . . . . .. Provided, however, that the exact number of
directors shall be prescribed from time to time in the By -Laws of the Corporation: AND PROVIDED
FURTHER THAT UNDER NO CIRCUMSTANCES SHALL THE MINIMUM NUMBER BE LESS THAN
THREE (3).
Section 2. Names and Post Office Addresses of the Directors. The name and post office addresses of
the initial Board of Directors are:
Name Number and Street or Building City State Zip Code
See attached Statement.
ARTICLE VII
Incorporators)
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:
Name Number and Street or Building City State Zip Code
Freda Noble
2820 Beechwood Lane,
South Bend, Indiana
46615
F. Jay Nimtz
918 North Adams,
South Bend, Indiana
41o4Pa43
Dempsey Cox
126 South Scott Street,
South Bend, Indiana
46625
ARTICLE VI
DIRECTORS
SECTION 2. Names and Post Office Addresses of the Directors. The
name and post office addresses of the initial Board of Directors are:
Term Expiring (3 years)
Name Number and Street or
Buildi
na
Jack E. Ellis 52066 Post Tavern Trail
Aloysius J. Kromkowski 509 South Meade Street
Winifred Wulf 1121 East LaSalle
Jack C. Dunfee , Jr. 2702 Miami
city State 2,�(i
Granger Indiana 46530
South Bend Indiana 46619
South Bend Indiana 46617
South Bend Indiana 46614
Term Expiring (2 years)
f Dempsey A. Cox
1330 East Altgeld
South Bend
Indiana 46614
F. Jay Nimtz
918 North Adams
South Bend
Indiana 46628
Freda Noble
2820 Beechwood Lane
South Bend
Indiana 46615
Virginia Lionberger
1419 East Jefferson Blvd.
South Bend
Indiana 46617
Term Expiring (1 year)
Stanley Gilbert
Am. National Bank Bldg .
South Bend
Indiana 46601
Richard A. Muessel, Jr.
59256 Ironwood Road
South Bend
Indiana 46614
Jane Warner
222 South Greeniawn
South Bend
Indiana 46617
William A. Welsheimer
1825 Wilber
South Bend
Indiana 46628
SECTION 3. Powers of Board of`Directors. The Board of Directors shall
have and exercise all powers of the Foundation and may exercise such powers
without the assent or the concurrence of the members.
SECTION 4. Chairman of the Board of Directors. The Directors by majority
vote shall select from their number one person to be the Chairman of the Board of
Directors.
SECTION 5. Qualifications of Directors. Directors shall be chosen from
the members of the Foundation, and shall include the President of the Foundation.
SECTION 6. Terms and Vacancies. The Board of Directors shall be divided
into three classes of Directors. The first class of not more than seven Directors
shall serve until 1!1 1977 or until their successors are elected. The second
class of not more than seven Directors shall serve until_jRIX 3, 1976 or until their
successors are elected. The third class of not more than seven Directors shall serve
until luly3 1975 or until their successors are elected. A class of not more than
seven Directors shall be elected annually for a term of three years to succeed those
whose terms have expired. Such annual election may be held at a meeting of the
members of the Foundation and each participating member, except junior members,
present in person shall be entitled to vote for the number of persons to be elected,
who shall have been nominated by the Directors or by such members at the meeting,
and the persons receiving the most votes shall be elected as Directors. Such annual
election may also be conducted by mail, and each participating member, except
Junior members, shall be entitled to vote for the number of persons to be elected,
who shall have been nominated by the Directors or by such members by addition to
the ballot, and the persons receiving the most votes shall be elected as Directors.
In event that such a vote shall result in a tie, the Directors then in office shall be
entitled to select from the persons, who have received the same number of votes,
the person or persons who shall be Directors. Vacancies,
on the Board of Directors shall be filled by a majority vote of the remaining
members of the Board and a Director selected to fill a vacancy shall serve the
full unexpired term of his predecessor.
SECTION 7. Ouorum. Seven members of the Board of Directors shall be
necessary to constitute a quorum.
SECTION 8. iee_tings . The Board of Directors shall meet annually or
at other times and such meetings shall be called and held in accordance with
the provisions of the Code of Bylaws of the Foundation.
SECTION 9. Executive Committee. The Executive Committee of the
Foundation shall consist of the President of the Foundation, the Chairman of the
Board of Directors , and not less than five other directors who shall be elected by
the Board of Directors. The Executive Committee shall have and exercise, during
intervals between the meetings of the Board of Directors, all powers vested in
the Board of Directors. A majority of the members of the Executive Committee
shall be necessary to constitute a quorum.
Corporate Forro No, 364-1 Page Four
Prescribed by Larry A. Conrad,
Secrkary of State (Aug, 19 1)
ARTICLE VIII
Statement of Property (If any)
A statement of the property and an estimate of the value thereof, to be taken over by this corporation
at or upon its incorporation are as follows:
Real Property: None
Personal Property: $100.00
ARTICLE IX
Provisions for Regulation and Conduct
Of the Affairs of Corporation
(Can be the `By Laws")
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 class or classes of members are as follows:
See attached statement.
ARTICLE IX
SECTION 1. Meetin s, Meetings of the members and the Board of Directors
shall be held at such place within the United States, within or without the State of
Indiana, as may be specified in the respective notices, or waivers of notice thereof,
and if not so specified, then at the principal office of the Foundation.
SECTION 2. Code of Bylaws. The power to make, supplement, amend or
repeal the Code of Bylaws of the Foundation is vested in the Board of Directors.
The Code of Bylaws may contain any provision for the regulation and management
of the affairs of the Foundation not inconsistent with the Articles of Incorporation,
theAct, and the laws of the State of Indiana, respecting the calling, holding and
manner of conducting meetins of the Board of Directors and of the members of the
Foundation; the qualifications, obligations and rights of members of the Foundation,
if any; the powers and duties of Directors and officers of the Foundation; the time,
place and manner of electing them; requirements for bonding officers or employees;
and other bylaws relating to the regulations and management of the affairs of the
Foundation.
SECTION 3. Amendment of Articles of Inc=oratlon. The Foundation reserves
the right to amend, supplement, restate or repeal all or any part of the provisions
contained in these Articles of Incorporation by resolution adopted by a majority vote
of all members of the Board of Directors, at a meeting duly called for that purpose ,
subject to the provisions of the Act.
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Corporate 'forth No. g 4.1 Pa a Five
Prescribed by Larry A. +Conrad,
Secretary of State (Aug, 1971)
The undersigned, being one or more persons, de 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 dhereby exec, these Articles of Incorporation and
certify the truth of the facts herein stated, this. . day of . IV. 10Z
(W;, .ten Signature (Written Signature) »
. , F .. Jay Nimlz
('F; '4 Signature) (Printed Signature)
(Written Signature)
Freda, Noble
(Printed Signature)
NOTARY ACKNOWLEDGEMENT
(required)
State of Indiana
SS
County of ST,. JOSEPH »
Before me Georgia A. Lindor#
. . , a Notary Public in and for said county and
State, personally appeared the above incorporator(s) and (severally) acknowledged the execution of the
foregoing Articles of Incorporation.
Notary 'Seat
Required
r �
('Wrfften Signature)
. Gepr to , , Li,ndo,r , Notary Public
(Printed Signature.)
My commission expires: . . . . . . . . .
WITNESS my hand and Notarial
Seal this. 9tK , day of .JV1Y
1974 .
This instrument was prepared by . Dempsey.A..Cox . . . . . , . .
(Name)
126 South Scott Street, South Bend, Indiana 46625
(Number and »Street or. Suiiding) » (ACity) . . » , , (State) . . . .( . .Code)
LAW OFFICES
COX & ALBRIGHT
106 SOUTH SCOTT STREET
DEMPSEY A, COX SOUTH BsND, INDIANA 46OP-5 TELEPHONE 233-5147
WILLIAM H. ALWRIQHT AREA CODE 219
July 9, 1974
Secretary of State
Room 155, State House
Indianapolis, Indiana 46204
Dear Sir:
Enclosed for filing are the following:
1. Two executed copies of Articles of Incorporation of
Southold Heritage Foundation, Inc.
2. Check for $ 2 6.00 filing fee.
Very truly yours,
COX & ALBRIGHT
DAC:gl
Encl.
SS-C 35
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
To Whom These Presents Come, Greeting,°
I, LARRY A CONRAD, Secretary of State of the State of Indiana, hereby certify that
SOUTHOLD HERITAGE FOUNDATION, INC.
a corporation duly organized and existing under the laws of the State of Indiana., has this day
filed in the office of the Secretary of State, Articles of Amendment showing an amendment to
the articles of incorporation of said company, in accordance with thelndiana General Not -For -
Profit Corporation Act (approved March 7, 1935) iThe Indiana Not -For -Profit Corporation
Act of 1971 (approved September 2, 1971);
WHEREAS, upon due examination, I find that they conform to law:
NOW, THEREFORE, 1, LARRY A. CONRAD, Secretary of .State, hereby certify that I have
this endorsed my approval upon all copies of Articles so presented, and, having received the
fees required by lazy, in thr sum of .$26.00, have filed one copy of the Articles in this office -and
returned the rernaining copies bearing the endorsement of my approval to tltr Corporation.
In Witness Whereof, 1 have hereunto set my hand and aftired
the seal of the State of Indiana, at the City of Indianapolis,,
w
-25th
thus ....... day of
September— _ .79.78
LARRY A, CONRAD, Secrerary of Rate
l'hV _.. .
Ue�ra��
FORM 364.2
NOTE; This Form is for use by Domestic Not -For -Profit
Corporations Incorporated or Reorganized Under The Indiana
General Not -For -Profit Corporation Act, Approved March 7,
1935, or The Indiana Not -For -Profit Corporation Act of 1971,
Approved September 2, 1971.
F. Jay Nimtz
It tho Amendment Is illad pursuant to the terms of tho Indiana
General Not -For -Profit Corporation Act, triplicate filing should
be made with the Secretary of State. After approval one copy
should be filed with the County Recorder.
If the Amendment Is flied pursuant to the terms of the Indiana
Not -For -Profit Corporation Act of 1971, duplicate filing should
be made with the Secretary of State. Recording with the
County Recorder is not required.
An Amendment fled under either Act is to be accompanied
with a $26.00 filing fee.
ARTICLES OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
(President or Wn )
of the above named corporation respectfully show that:
and Pat is a 4, le
(Secretary or Assistant Secretary)
1. The above named corporation was organized or reorganized under the General Not -For -Profit Corpo-
ration Act, approved March 7, 1985 / The Indiana Not -For -Profit Corporation Act of 1971, approved September
2, 1971 (select the appropriate act) on ,
(Date)
2. The above named corporation, upon the proposal of its board of directors, by resolution duly adopted
by said board of directors setting forth the proposed amendment and directing that the same be submitted to a
vote of the members entitled to vote in respect thereof at a designated meeting of such members, and upon the
adoption thereof by said members at such a meeting as provided by law and as hereinafter more specifically set
out, does hereby by F. Jay Nintz its. President
(Pros. or V. Pres.)
and'it 4 .__— execute and acknowledge the following Articles of
1Secy, or Asst.. Secy.)
Amendment of its Articles of Incorporation:
Delete Article II-J-5 of the present Articles of Incorporation and substitute
tine following:
(5) Dissolution. upon the dissolution of the corporation, the Beard of
Directors 1, e,f or paying or making provision for the payseat of all of the
liabilities of the co"oration, dispose of all of the assets of the corporation
exclusively for the purposes of the corporation in such wanner, or to such organ-
isation or organizations organized and operatod exclusively for charitable,
educational, religious, or scientific purposes as shall at the time qualify as
an exempt organization or organizations under section 501 (a) 3 of the
Internal Revenue Code of 1954.
(Exact Text
of
Amendment)
(insert additional 6 x 11" pages as required)
3. (A) The above amendment was adopted in the f llo ing manner bythe Board of Directors:
re arty
The Board of Directors of the Corporation at a Balled oa ia� (designate which) meeting of
said board held on at 620 oat WAahlngtan Aye,
(Date) (place)
adopted the following resolution of Articles of Amendment of the Articles of Incorporation of said
corporation:
"Resolved, That the articles of incorporation be amended to meet the
requirements of the Internal Revenue Service, in order to obtain
A 501(c)(3) tax exemption- Mation was made by Mr. Jack Dunfee, Jr.,
and was seconded by Mr. L.J. Perry. Notion carried unanimously.
(Text of Resolution of Directors)
Does not apply.
"Be it further resolved, that this proposed amendment be submitted to a vote of the members entitled to
vote thereon at (an)
meeting, to be held on the day
Of,19 , at —,...... ..--............. .
and the secretary is hereby directed to give Notice thereof as required by law."
Does not apply.
(B) At the members' meeting the members entitled to vote in respect of said amendment to the Articles of
Incorporation, upon the call and notice required by law, did adopt the above amendment(s) by the affirmative
vote of at least a majority of the members entitled to vote thereon.
Does not appl .
Membership Vote witt Respect to the Proposed Amendment
The number of Members entitled to vote in respect of such Articles of Acceptance, the Members voting in
favor of the adoption of such Articles of Acceptance, and the Members voting against such adoption, are
as follows:
TOTAL
Does not apply
Members entitled to vote:
Members voted in favor:
Members voted against:
Compliance with Legal Requirements
The manner of the adoption of such Articles of Amendment, and the vote by which they were adopted,
constitute full legal compliance with the provisions of the Act, the Articles of Incorporation, and the By -Laws of
the Corporation.
F. Jny Niftz, President
In witness whereof the undersigned and
(President or Vice President)
secretary , respectively, of said corporation
(Secretary or Asst, Secretary)
have unto set their hand and seal this 20th day of Eeat:-eT : I 78 ,
(P ident Vice Presidentl
(Secretary or Assint Secretary)
STATE OF INDIANA ) Patricia B . Kyle, Sec etary
COUNTY OF ST.
Before me Lorraine A. Davis
— , a notary public in and for said county and state,
personally appeared .. F. • Jay Nimtz _ and Patricia s , Kyle
well known to me to be the President _._and, S er
(Pros. or Vice Pres.) (Sect'. or Asst. Secy.)
respectively, of the above -named corporation and severally acknowledge the execution of the foregoing Articles
of Amendment.
Dated this 20th day of September, 1978.
Notary Public
Lorraine A. Davis, residing in St. Joseph
County, Indiana
( SEAL)
My commission expires
r
Q�f hQHepjfdqefOtjnddf
RD Nest W hin on Avenue
ton (�C.
South ,fiend t d.One 46625
Ares Code z] 9 234 - 400
September 19, 1978
Mr, Page E. Gifford, Director
Corporations Division
Secretary of State
State house
Indianapolis, Indiana 46204
Dear Sirs
Enclosed please find our request to amend our articles of incorporation.
Attached is our check for $26.00 to cover filing fees.
Your letter of September 1, 1978, indicates your inability to find
listing for Southold Heritage Foundation, Inc.. To assit your mearch
I am enclosing xerox copies of the original documents - duly recorded
by your office. The date, July 11, 1974.
.R spectfully, "��
e ley ney
E cutiv Director
State Form 39079 r 1,
SS-051
Rev. 12.79
STATE OF INDIANA J UN " U ! ,91
OFFICE OF THE SECRETARY OF STATE► i
CERTIFICATE OF ASSUMED NAME
To Whom These Presents Come, Greeting: p, p
WHEREAS, there has been presented to me at this office by
an Indiana corporation, a certificate that said corporation is doing business under the assumed
business name(s) of:
SOUTH BEND IIERITAGE FOUNDATION
said certificate having been prepared and signed in accordance with the requirements of Indiana law,
and having been filed with the Office of the Recorder of SIP . J08EPH County,
WHEREAS, upon due examination, 1 find that the same conforms to law; NOW, THEREFORE,
1, EDWIN J. SIMCOX, hereby certify that 1 have this day endorsed my approval on such certificate
of assumed business name, and having received the fees required by law, have filed such certificate
in this office bearing the endorsement of my approval of said assumed business name,
In Witness Whereof, I have hereunto set my hand
and affixed the seal of the State of Indiana, at the
City of Indianapolis, this ...2ql h . , ... day of
.....June„ ... ,.., 19..83,..
EDWIN j. SIMCOX Secretary of State
By.,,..,. — .......................... _
Deputy
State of Indiana
St. Joseph County
JL 321
CERTIFICATE OF NOT -FOR -PROFIT CORPORATION
ASSUMED NAME
ss:
This Certifies that SOUTHOLD HERITAGE FOUNDATION, INC., an Indiana Not -for -Profit
Corporation, is conducting its business at South Bend, in the County of St. Joseph
and State of Indiana, under the name and style of SOUTH BEND HERITAGE FOUNDATION;
that its office thereof is located at 1016 W. Washington, South Bend, in the State
of Indiana and that the present Officers of its Board of Directors are as follows,
to -wit:
Chairman of Board
President
Vice -President
Secretary
Treasurer
Witnessed on this 16tb day of June, 1983,
By:
a A. Cook, President
Robert E. Soderberg
Bache Halsey Stuart Shields, Inc.
P.O. Box 1957, South Bend, 46634
James A. Cook
Coldwell Banker Anchor -Doolittle
P.O. Box 1020, South Bend, 46624
Clinton D. Bucher
Crowe Chizek & Co.
Y.O. Box 7, South Bend, 46624
Anne O. Abernethy
2715 Leer Street, South Bend, 46614
Wellington D. Jones, III
First Source Bank
P.O. Box 1602, South Bend, 46634
for SOUTHOLD HERITAGE FOUNDATION, INC. L
Anne O. Abernethy, Secret y
Filed and Recorded, this day�,e
w
DUPLICA
,
original in 1M'Jt!cs
St. Joseph Co. R,o wrder
"Recorder
on
By ]a
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9 pu ik
+
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4
FILM N9. NZWA WANDA A. --T '1 7
RECOM)E.fit
jug is 10
S-r, JOG E H
FILE) F 0 R R L
A
Southold Heritage Foundation, Inc. South Bend, Indiana 4 601 Avenue
Area Code 219 289-1066 (Main)
232-3543 (Site)
OFFICERS
Robert E. Soderberg
Chairman of the Board
James A. Cook
President
Clinton D. Bucher
Vice -President
Anne O. Abernethy
Secretary
Wellington D. Jones, III
Treasurer
DIRECTORS
Anne O. Abernethy
James A. Bostick, Jr.
Clinton D. Bucher
Floyd Carter
Roland W. Chamblee, Jr.
James A. Cook
Michele M, Dobski
Nancy Doyle
Bruce D. Huntington
Richard J. Jensen
Wellington D. Jones, III
Dr. Josephine F. Murphy
F. Jay Nimtz
Helen F. Pope
Richard D. Sheffer
Patrick R. Slater
Margaret L. Smith
Robert E. Soderberg
Joann W. Sporleder
William A. Welsheimer, Jr.
Winifred J. Wulf
STAFF
Jeffrey V. Gibney
Executive Director
Dea Jean Andrews
Administrative Assistant
Stephen J. Luecke
Construction Consultant
Don R. McManus
Director, Site Office
15 June 1983
Office of the Secretary of State
P.O. Box 5501
Indianapolis, Indiana 46255
Ref: Fed ID# 2 - 3 4 20
Dear Sir,
Enclosed is an affidavit for an assumed name which has been
filed and recorded with the St. Joseph County Recorder. Since
we would like a certificate, a check for $26 is also enclosed.
It has come to our attention that documents from the Office
of the Secretary of State which are addressed to us have mispelled
our incorporated name: Southold has one 'h' only. I include a
copy of the original certification to verify this. Please arrange
for the change to be made.
Thank you,
Sincerely,
Dee Andrews
Administrative Assistant
Encl: Affidavit for assumed name
Check #2283 for $26.00
Copy of original certification for incorporation
Member of: National Trust for historic Preservation
Historic Landmarks Foundation of Indiana
I ,A
4 l � i , , '� f ill
JUN a 9 391
MICROPILMED
7go7-ddo
ARTICLES OF AMENDMENT g
TO THE �; e
ARTICLES OF INCORPORATION���
j_
OF 0ai HaP+AN
SOUTHOLD HERITAGE h`OUNDATIONL, INC,
The undersigned officer of Southold Ieritage Foundation, Inc. (hereinafter referred to
as the "Corporation") existing pursuant to the provisions of The Indiana Not -For -Profit
Corporation Act of 1971, as amended (hereinafter referred to as the "Act"), and doing
business as South Bend Heritage Foundation, desiring to give notice of corporate action
effectuating amendment to its Articles of Incorporation, certifies the following facts:
ARTICLE I
Amendments441 , ,
Section I.I. The date of incorporation of the Corporation is July 11, 1974.
Section "1.. The name of the Corporation is South Bend Heritage Foundation, Inc.
Section 1.3 'l'he exact text of Article II, Section A of the Articles of Incorporation
(hereinafter "Articles"), as amended, supersedes and takes the place of the previously existing
Article II, Section A of the Articles of the Corporation and is as follows:
A. Educational and Charitable Purposes. To employ the corporate
organization of the Foundation solely for the educational and charitable purposes
including the advancement of knowledge in the State of Indiana pertaining to
historical and architecturally significant sites and structures and the promotion of
low income and affordable housing, and in furtherance of such educational and
charitable purposes to own, preserve, redevelop, construct, improve, renovate,
and maintain sites and structures of historical, architectural, educational, and
cultural significance within St. Joseph County, Indiana (such area being
hereinafter referred to as the "Foundation Area"), or sites and structures which
provide low income or affordable housing within the Foundation area.
Section 1.4. The exact text of Article II, Section D of the Articles, as amended,
supersedes and takes the place of the previously existing Article II, Section 1) of the Articles
of the Corporation and is as follows:
D. Promotion of Low Income and Aff'ordalrle flousing. To employ the
corporate organization of the Foundation in furtherance of its charitable purpose
by promoting low income and affordable horsing thus minimizing displacement and
gentrification which often accompanies the revitalization of historic areas and
districts.
Section�1.5. The exact text of Article 11, Section 1F, of the Articles, as amended,
supersedes and takes the place of the previously existing Article 11, Section L of the Articles
of the Corporation and is as follows:
E. Aatci�l'aarpc ;»c s. To employ the corporate organization of the
Foundation in furtherance of its cclucational and charitable purposes by
cooperating with and assisting the United States of America, the State of Indiana,
St. Joseph county, and the City of South Bend, and the various commissions,
governmental bodies, officials, and employees of such governments in carrying out
the purposes for which the Foundation is organized; and to cooperate with or
affiliate with other charitable, educational, historical, cultural, civic or municipal
associations, corporations, or groups organized for and carrying out any one or
more of the purposes for which the Foundation is organized; to do everything
necessary for the accomplishment of any of the purposes herein set forth and to do
all things which are allied with or incidental to the foregoing, which are not
forbidden by the Act, by other law, or by these Articles.
Section 1.6. The exact text of Article 1I, Section II of the Articles, as amended,
supersedes and takes the place of the previously existing Article 1I, Section H of the Articles
of the Corporation and is as follows:
H. Specific Powers. Subject to any specific written limitations imposed by
the Act, by other law, or by these Articles of Incorporation and solely in
furtherance of, but not in addition to, the corporate purposes, as stated in
paragraphs A through F, the Foundation shall have the following specific powers:
(1) f sapkwc;it to Aa:. To have the capacity to act possessed by natural
persons, but to have authority to perform only such acts as are necessary to
accomplish the corporate purposes, as stated in paragraphs A through F,
and such as are not repugnant to law.
(2) To Appoint Officers tartan Acuts. To elect or appoint officers and
agents of the Foundation and define their duties and fix their compensation.
(3) To Act as Ag,elit. To act as agent or representative for any
individual, association, corporation, trust, statutory commission, or other
legal entity, respecting any business, the purpose of which is similar to the
corporate purposes as stated in paragraphs A through F.
—2—
(4) To Dc al. iui �c.al �l'ro �)cA To acquire (by purchase, exchange,
lease, hire or otherwise), hold, own, improve, construct, manage, operate,
let as lessor, sell, convey or mortgage, either alone or in conjunction with
others, every kind of interest in real property.
(5) To Deal iu Personal __Property. To acquire (by purchase,
exchange, lease, hire or otherwise), hold, own, manage, operate, mortgage,
pledge, exchange, sell, deal in and dispose of', either alone or in cooperation
with others, every kind of interest in personal property.
(b) TO 1')Cal in ' CCUril iCS. TO purchase, take, receive, subscribe for,
or otherwise dispose of, and to deal in shares of other interests in, or
obligations of, other domestic or foreign corporations, associations,
partnerships or Individuals, or direct or indirect obligations of the United
States or any other government, state, territory, governmental district or
municipality.
(7) To Make Contracts. To enter into, perform, cancel, and rescind
all kinds of contractual obligations.
(8) To Borrow Funds. To borrow or raise funds for any of the
corporate Purposes stated in paragraphs A through F without limit as to
amount; to execute, accept, endorse, and deliver, as evidence of such
borrowing, all kinds of securities, including, but without limiting the
generality thereof, promissory notes, drafts, bills of exchange, bonds,
debentures and other negotiable or non—negotiable instruments and
evidences of indebtedness; and to secure the payment and full performance
of such securities by mortgage on, or pledge, conveyance, or assignment in
trust of, the whole or any part of the assets of the Foundation, real, personal
or mixed, including contract rights, whether at the time owned or thereafter
acquired.
(9) 11) 1 etrd 1 "unds. 'f'o lend funds for any of the corporate Purposes
stated in paragraphs A through F, including the investment of its funds from
time to time, and to take real and personal property as security for the
payment of funds so loaned or invested.
(10) To 'solicit l unods. To solicit both by public and by private
solicitation and to accept, whether by way of outright, limited or conditional
gifts, inter vivos, or by way of testamentary devises, bequests or grants in
trust, or otherwise, funds of all kinds, including property, both real, personal
and mixed, principal or income, tangible or intangible, present or future,
vested or contingent, on behalf of the Foundation.
(11) `L° ! l ,xPend an mC)nstributa Funds. To expend the funds of the
Foundation, including property, real, personal and mixed, principal or
income, tangible or intangible, present or future, vested or contingent, in
observance of the corporate purf:)oses stated in paragraphs A through F and
to distribute the funds of the Foundation by way of gift to such individuals,
associations, corporations, trusts, statutory commissions, or other legal
entities, gifts to which have been ruled to be deductible from income in
3
calculating the federal Income Tax, ruled to be exempt from the incidence of
the federal Gift Tax, and deductible for purposes of calculating the federal
Estate Tax, if the distribution of such funds further the corporate purposes
stated in paragraphs A through F.
(12) l :stablisl meat and Maintenance of Foundation. To expend funds
for file establishment and maintenance of the Foundation and the
achievement of the corporate purposes stated in paragraphs A through F.
Section 1.7. The exact text of Article II, Section J.5 of the Articles, as amended,
supersedes and takes the place of the previously existing Article II, Section 1.5 of the Articles
of the Corporation and is as follows:
5. 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 exclusively for the
purposes of the corporation in such manner, or to such organization or
organizations organized and operated exclusively for charitable, educational,
religious, or scientific purposes as shall at the time qualify as an exempt
organization or organizations under Section 501(c)(3) of the Internal Revenue
Code of 1986 or under corresponding provisions of any subsequent tax law; any
assets not so disposed shall be disposed of by the judge of the Circuit Court of St.
Joseph County, Indiana, exclusively for such purposes or to such organizations as
the court shall determine, which are organized and operated for Code Section
501(c)(3) purposes.
Section 1.8. The exact text of Article VI, Section I of the Articles, as amended,
supersedes and takes the place of the previously existing Article VI, Section 1 of the Articles
of the Corporation and is as follows:
Section 1. Number of Directors. The initial Board of Directors is composed
of: members. If the exact number of Directors is not stated, the minimum
number shall be 9 and the maximum number shall be 24. Provided, however, that
the exact number of Directors shall be prescribed from time to time in the Bylaws
of the Corporation: AND PROVIDED FURTHER THAT UNDF'R NO
CIRCUMSTANCES SHALL THE MINIMUM NUMBER BE LESS THAN
TIIREE (3).
Section 1.9. The exact text of Article VI, Section 6 of. the Articles, as amended,
supersedes and takes the place of the previously existing Article VI, Section 6 of the Articles
of the Corporation and is as follows:
Section 6. "Perms and Vacancies. The Board of Director shall be divided
into three classes or Directors. The first class of not more than seven Directors
__ 4 .n�
shall serve until .Italy 3, 1977 or until their successors are elected. 'fire second class
of not more than seven Directors shall serve until July 3, 1976 or until their
successors are elected. The third class of not more than seven Directors shall
serve until ]uly 3, 1975 or until their successors are elected. A class of not more
than eight Directors shall be elected annually for a term of three years to succeed
those whose terms have expired. Such annual election may be held at a meeting
of the members of the Foundation and each participating member, except Junior
members, present in person shall be entitled to vote for the number of persons to
be elected, who shall have been nominated by the Directors or by such members at
the meeting, and tine persons receiving the most votes shall be elected as
Directors. Such annual election may also be conducted by snail, and each
participating member, except Junior members, shall be entitled to vote for the
number of persons to be elected, who shall have been nominated by the Directors
or by such members by addition to the ballot, and the persons receiving the most
votes shall be elected as Directors. In event that such a vote shall result in a tic,
the members shall select from the persons, who have received the same number of
votes, the person or persons who shall be Directors. Vacancies on the Board of
Directors shall be filled by a majority vote of the remaining members of the Board
and a Director selected to fill a vacancy shall serve until the next annual
membership meeting.
Section 1.10. The exact text of Article VI, Section 7 of the Articles, as amended,
stapersecles and lakes the place of the previously existing Article VI, Section 7 of the Articles
of the Corporation and is as follows:
Section 7. Quorum. Nine members of the Board of Directors shalt be
necessary to constitute a quorum.
sectioi_t.11. The exact text of Article IX, Section 3 of. the Articles, as amended,
supersedes and takes the place of the previously existing Article IX, Section 3 of the Articles
of the Corporation and is as follows:
Section 3. Amendment of the Articles of Incorporation. The Foundation
reserves the right to amend, supplement, restate or repeal all or any part of the
provisions contained in these Articles of Incorporation. The process for amending
the Articles shall be initiated by a resolutio❑ adopted by a majority vote of all
members of the Board of Directors, at a meeting duly called for that purpose.
Such resolution shalt set forth the proposed amendment to the Articles and direct
that it be submitted to a vote of the membership at a designated meeting. The
Board shall provide the members with ten days advance notice concerning said
meeting. The articles of amendment must then be adopted by the members of the
corporatio❑ at the meeting, or by unanimous written consent of the members prior
to the meeting. After the approval of the membership is obtained, the amended
articles must be filed with the Indiana Secretary of. State, subject to the provisions
of the Act.
5
ARTICLE II
Manner of Adoption anclmmVote
Section 2.1. Ac;tioll �.)y_ Directors. The Board of Directors of the Corporation duly
adopted a resolution proposing to amend the terms and provisions of Articles II.A, II.D, ILL,
II.iI, 11.1.5, VI.1, VI.6, VI.7, and IX.3 of the Articles of Incorporation and directing a
meeting of the members, to be held on October 25, 1990, allowing such members to vote on
the proposed arocudment. The resolution was adopted by a vote of the Board of Directors at
a meeting held on October 25, 1990, at which a quorum of such Board was present.
Section 2.2. Members. The members of the Corporation entitled to vote in
...w�. c°ticaua ly Men�t._�
respect to the Articles of Amendment adopted the proposed amendment. The proposed
amendment was adopted by a vote of such members during the meeting called by the Board of
Directors. The result of such vote is as follows:
MEMBERS ENTITLED ,ro VOTE:22
MEMBERS VOTED IN FAVOR: 14
MEMI3ERS VOTED AGAINST: 0
Section 2.3. Con sliance. with I, Item norcirt nis. The manner of the adoption of the
Articles of Amendment and the vote by which they were adopted constitute full legal
compliance with the provisions of the Act, the Articles of Incorporation, and the Bylaws of
the Corporation.
_m 6 ._.
13
IN WITNESS WHEREOF, the undersigned officer executes these Articles of
Amendment of the Articles of Incorporation of the Corporation, and verifies subject to
the penalties of perjury that the facts contained herein are true, this oZ/ day of
December, 1990.
Printed: _M fG#" ..__ 5L' 1, ,NI DC.€Pi
Title: �er:5 r0i1T
This instrument was prepared by Tracy Heslin Bock, Attorney at Law, ICE MILLER
DONADIO & RYAN, One American Square, Box 82001, Indianapolis, Indiana 46282-0002.
-7-
STATE OF INDIAHA
OFFICE OF THE SHCRETARY OF STATE
ARTICLES OF AMENDMENT
TO V111010 71hesl�'+ Ptesents Cane, (meeting:
WN&RHAS, there ims been presenhQ to we at thio oflice, AVKY6 at-,
hint'? ndine I It for -,
SOUTH MD HERITAGE FOUNDATION, INC.
anti Mid ArtMAN of Amendment have been prepelr(?d ak-id ,ziqned in
with tht:: provioiuit-i of the
Indiana NontprcfiL Curparati(,'in Act of 1991,
an amended.
NOW, TIII?TtEPORF, !, C10182P11 If. HOUSETT, Secretary of iAste of Indiana,
1wreby certify 1(hat I haw, this (lay filed said artjcj,e—v in ttiis oftju(,r,
The effective Qte of thene Articles uE Awandfuent is Lqovejjjiic,q, 12,
In witness whereat, I ne-evunto ::et my
hand and affixed the nPal of thc ,,tat-e of
InMan, at th: City of uii.s
Twe It Bi day of
wpuk"
4 9 f:� L1 0 q — , .2- rj
AT-) P V -r.- ry
II
fi
ARTICLES OF AMENDMENT
IL
>
IND-g6 kY0�r fSri
OF THE
ARTICLES OF INCORPORATION
` "^
OF,�
SOUTH BEND HERITAGE FOUNDATION, INC
d5
The above
corporation (the Corporation") existing
puuant"* o
the
Indiana Not -far -Profit Corporation Act of 1971,
as end
(the
"Act"), desiring to give notice of corporate action effectuating
amendment
of certain provisions of its Articles of Incorporation,
certifies
the following facts:
ARTICLE I
Amendments
SECTION 1.1: The name of the Corporation following this amendment
is South Bend Heritage Foundation, Inc.
SECTION 1.2: The exact text of Article II, Section A of the
Articles of Incorporation (the "Articles"), as amended, supersedes
and takes the place of the previously existing Section A of Article
II and is now as follows:
A. Educational and Charitable _.Purposes, To employ the
corporate organization of the Foundation solely for
educational and charitable purposes, including the
advancement of knowledge in the State of Indiana
pertaining to historical and architecturally significant
sites and structures, the promotion of low income and
affordable housing, and the provision of decent housing
that is affordable to low-income and moderate -income
persons, and in furtherance of such educational and
charitable purposes to own, preserve, redevelop,
construct, improve, renovate, and maintain sites and
structures of historical, architectural, educational and
cultural significance within St. Joseph County, IndiAna
(such area being hereinafter referred to as the
"Foundation Area"), and sites and structures which
provide decent housing that is affordable to low-income
and moderate -income persons within the Foundation Area.
SECTION 1.3: The exact text of Article II, Section D, of the
Articles, as amended, supersedes and takes the place of the
previously existing Section D of Article II and is now as follows:
D. ,mrWLQ jon_s, d roy'ision„_mo.£®-Decent Ho s_.ng.:A c r�dable to
Low_ Income and,mmmModerate-income _P_ers,ons . To employ the
corporate organization of the Foundation in furtherance
of its charitable purpose by promoting low-income and
affordable housing and by providing decent housing that
is affordable to low-income and moderate -income persons,
thus minimizing displacement and gentrification which
often accompany the revitalization of historic areas and
districts.
SECTION 1.4: The exact text of Article VI, Section 1, of the
Articles, as amended, supersedes and takes the place of the
Previously existing Section 1 of Article VI and is now as follows:
Section 1. HgAb�o fi a r ; c s . m uoru . The Board of
Directors shall be composed of no fewer than
nine (9) and no more than thirty (30)
directors; provided, however, that the exact
number of the directors shall be prescribed
from time to time in the bylaws of the
Corporation and provided further that under no
circumstances shall the minimum number be less
than three (3). At any meeting of the Board
of Directors, the presence of one-third of the
total number of directors, but in no case less
than two (2), shall constitute a quorum for
the transaction of any business.
SECTION 1.5: Article VI, Section 7, shall be deleted in its
entirety.
ARTICLE II
..IMOMME
Section_ ....1 . Action _ by Directors. The Board of Directors of the
Corporation duly adopted a resolution proposing to amend the terms
and provisions of Articles II.A, II.D, VI.1 and VI.7 of the
Articles of Incorporation and directing a meeting of the members,
to be held on February 25, 1993, allowing such members to vote on
the proposed amendment. The resolution was adopted by a vote of
the Board of Directors at a meeting held on February 25, 1993, at
which a quorum of such Board was present.
Sec o _2.2. &tk9n� C mbp a. The members of the Corporation
entitled to vote in respect to the Articles of Amendment adopted
the proposed amendment. The proposed amendment was adopted by a
vote of such members during the meeting called by the Board of
Directors. The result of such vote is as follows:
MEMBERS ENTITLED TO VOTE: 24
MEMBERS VOTED IN FAVOR:
11
MEMBERS VOTED AGAINST:. 0
2
.1
Section 2.3. Cq�nqliance with lLe al Rg, re.m.ents. The manner of the
adoption of the Articles of Amendment and the vote by which they
were adopted constitute full legal compliance with the provisions
of the Act, the Articles of Incorporation, and the Bylaws of the
Corporation.
IN WITNESS WHEREOF, the undersigned officer executes these
Articles of Amendment of the Articles of Incorporation of the
Corporation, and verifies subject to the penalties of a ,Try that
the facts contained herein are true, this day of ,
1993.
William A. Welsheimer, Jr.
Its: President
This instrument was prepared by Eugenia S. Schwartz, Attorney at
Law, NICKLE & PIASECKI, 205 W. Jefferson Blvd., Suite 600, South
Bend, Indiana, 46601
EXHIBIT C
IRS 501(c)(3) Qualification Letter
[See attached.]
If"ti4V'na� Rc eqt:(' v ,.
OCT 2 2 1979
Southold Heritage
Foundation, Inc.
620 West Washington Ave.
South Bend, Indiana 46601
Dear Applicant:
>f,..ur�ndf
Person to Contact.
TelephonE jNJJMr
,r.ry Fcpi.,. 0
EzEOzTzRz2-6
D:7 tc
. We have considered your application for recognition of exempt
status from Federal income tax as an organization described in section
501(c)(3) of the Internal Revenue Code.
The information presented indicates that you were incorporated on
July 11, 1974, under the non-profit corporation laws of Indiana for
charitable and educational purposes. In furtherance of these purposes
you o�rn, preserve, redevelop, improve, renovate, and maintain sites and
stuctures of historical, architectural and educational significance in
St. Joseph County, Indiana. Your activities are primarily conducted in
the (Jest Washington Historic District in South Bend. This district is
listed on the National Register for Historic Places. In carrying out,
your purposes a substantial part of your activities consist of either
the acquisition and resale of historically significant properties, or
the making of loans to owners of such properti4s. Other activities,
carried out in the same manner, consist of combatting community deteriora-
tion by engaging in redevelopment and renovation of deteriorated housing.
Your loans are of two varieties, either short term loans of one
year or less, or long term loans. Some of the funds for these loans
come from Community Development grants which stipulate the interest rate
to be charged, based on income and family size. Other loans are from
funds you have received from a variety of sources. These loans are
offered at a rate of interest which is one percent below the current
prime rate.
Where you acquire historic structures you either rehabilitate and
restore them yourself before you sell them or else sell them with the
agreement that the buyer will rehabilitate and restore the structures.
Whether you either buy the structure and resell it, or make a loan
to owners of a structure in order for them to restore it, you place
restrictive covenants or facade easements in the title to the property.
These require that there be no alteration, demolition, addition, or
other structural change to the structure, nor any change in materials
used on the surface, and that no new or different buildings or,improve-
ments be constructed on the property. You additionally require that in
,the event the purchaser wishes to dispose of the property you be given a
right of first refusal. Where Federal funds are used the general public
will be given access in accordance with existing Federal regulations.
2 ..
Southold Heritage
Foundation, Inc.
You require that applicants for funds submit detailed plans for restora-
tion of the property. You then inspect the work to insure compliance with
the plans and only release funds in such a manner as to insure that funds
allocated for a project are being used as intended.
Additional activities which you are involved in are educational
in nature. You generate public awareness of historic and architectural
significance of the area by sponsoring periodic workshops, open -houses,
guest speakers, and a walking tour of the historic district.
Based on this information, and on the information supplied in
your application, and assuming your operation will be as stated above
and in your application, we have determined that you are exempt from
Federal income tax under section 501(c)(3) of the Internal Revenue
Code.
We have further determined that you are not a private foundation
within the meaning of section 509(a) of the Code, because you are
an organization described in sections 509(a)(1) and 170(b)(1)(A)(vi)
of the Code.
If your sources of support, or your purposes, character, or method
of operation change, please let your key district know so that office
can consider the effect of the change on your exempt status and 'founda-
tion status. Also, you should inform your key District Director of
all changes in your name or address.
Generally, you are not liable for social security (FICA) taxes
unless you file a waiver of exemption certificate as provided in the
Federal Insurance Contributions Act. I£ you have paid FICA taxes
without filing the waiver, you should contact your key DistricC
Director. You are not liable for the tax imposed under the Federal
Unemployment Tax Act (FUTA).
Since you are not a private foundation, you are not subject to
the excise taxes under Chapter 42 of the Code. However, you are not
automatically exempt from other Federal excise taxes. If you have
questions about excise, employment, or other Federal taxes, contact
any Internal Revenue Service office.
Donors may deduct contributions to you as provided in section
170 of the Code. Bequests, legacies, devises, transfers, or gifts
to you or for your use are deductible for Federal estate and gift
Lax purposes if they meet the applicable provisions of sections 2055,
2106, and 2522 of the Code.
3 -
Southold Heritage
Foundation,' Inc.
You must file Form 990, Return of Organizaton Exempt from Income
Tax. You are required to file Form 990 only if your gross receipts
each year are normally more than $10,000. If a return is required,
it must be filed by the 15th day of the fifth month after the end of
your annual accounting period. The law imposes a penalty of $10 a
day, up to a maximum of $5,000, when a return is filed late, unless
there is reasonably cause for the delay.
You are not required to file Federal income tax returns unless
you are subject to the tax on unrelated business income under section
511 of the Code. If you are subject to this tax, you must file an
income tax.return on Form 990-T. In this letter, we are not deter-
mining whether any of 'your present or proposed activities are unrelated
trade or business as defined in section 513 of the Code.
You need an employer identification number even if you have no'
employees. If an employer identification number was not entered on
your application, a number will be assigned to you and you will be
advised of it. Please use that number on all returns you file and in
all correspondence with the Internal Revenue Service.
We are informing your key District Director of this action.
Because this letter could help resolve any questions about your exempt
status and foundation status, you should keep it in your permanent
records.
This ruling letter supersedes the previous outstanding denial letter
issued by the Cincinnati key District .on May 14, 1976.
if you have any questions, please contact the person whose name
and telephone number are shown in the heading of this letter.
Sincerely yours,
111 I'll .. a 11. , I11 1 rrr! I t v.n`; t1 L'y
IILcf rlrr
11I r'rr1,�r'
JUL 1 T �997
,SO,,( 11 Ifrn11 110t•I (nl;r
r'rllrllde?(. I t111 rua
Q1" 1. I I r I' 611?IV a 1'
,Scn1111 11rrtcl, 1N /(C1C-1195
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1,1,1•scnl ro c;cnl( act:
Gordcnl .Cc•linr(r
Contnct Tel rp;1,11r Nuwbrr:
51J-611/r-J9.57
r'rofI'"1 11'"1r:ICICnt1(711 Nimplirt':
7J-7J9/1J7?11
prnt• Sit, c)r• Irnrinnl;
I'hank I•otr rrlr srllrrnittlnlj 1:h, lltCoru,atlrnl shown bal.ow. Wehnvr nrntla It
paJ-f: ()I' pour• f l Jr.
I'lle rrinnl!en Inrflrnf•rd do rwt ndver'sely ar.Cect your• rxrnlllf status and
"le exrrnptlon letter lssnad to you colrtLttles In aCrect
1'Irnsr Irr: n.c faro+ nGeu1: any flrrtrra change In the character., htlrlmsr.,
method or nlrrrr•ntlorl, rinrne or address of your otgnrllzatlorl. 7'Fr1s 1s
n veyulrrmrut Cor retnlning your exempt status.
1'hnnlc pcnr for ynnr cooilrtvtf:l.nn.
rr'r..^rly }'our'.-.
rirllrerf: '/', ,John.-nrr
Illsf:rlct Ult•ectot•
I f:rm: A t Iclrr nC Aulrnfit) rlIl: to tlla ArtJ.cIrs oC lnr.nrpar-nf:lrnl (try tod
I)rrrrtdrrr 27, 199111.
EXHIBIT D
Form of Quit Claim Deed
AUDITOR'S RECORD
TRANSFER NO ...............
TAXING UNIT
DATE
KEY NO. 0 18-1029-1275
QUIT CLAIM DEED
THIS INDENTURE WITNESSETH THAT the City of South Bend, Indiana, by and through its Board of
Public Works (the "Grantor" or the "City")
CONVEYS AND QUIT CLAIMS TO South Bend Heritage Foundation, Inc., an Indiana non-profit
corporation, with its registered address being 803 Lincoln Way West, South Bend, Indiana 46616 (the
"Grantee") for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the
receipt of which is hereby acknowledged, the following real estate in St. Joseph County, Indiana (the
"Property"):
Lot 3
Fuerbringers 1st Add
Parcel Key No. 018-1029-1275
Grantor hereby conveys the Property subject to all covenants, restrictions, and easements of record.
The undersigned persons executing this Quit Claim Deed on behalf of the Grantor represent and certify that
each has been fully empowered and authorized to execute this Quit Claim Deed and that all action necessary
to complete this conveyance on Grantor's behalf has been duly taken.
Dated this tl_t day of _ 2019,
GRANTOR:
City of South Bend, Indiana, by and through its Board of
Public Works
y' ......
Gary Gilol., President
ATTEST:
By:.
Linda Martin Clerk
STATE OF INDIANA )
) S S:
ST. JOSEPH COUNTY )
/ l elore Ine, the undersigned., a Notary Public for and on. said County and Slate tl is j.4-'-dray of
2019, personally appeared Gary Gilot and Linda Martin, to me known to be the
Pr socle�l Mold `1e1 , respectively, of the Cite ol'South Bend, Indiana, Board of Public Works, the Grantor,
and acknowledged execution of the foregoing Quit Claim Deed.
IN WITNESS WHEREOF I have hI° l� i ✓'name and axed my official seal.
etontos 15 �, affixed
w` _ y _m y Public
myC ml County
� S 1 esod�t o a....�.1qu_�� (I Cc Notary
to3,2026aunty, ...i, ......
oS
I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this document,
unless required by law. Sandra Kennedy.
Prepared by Sandra Kennedy, Assistant City Attorney, 1200 S. County -City Building, 227 W. Jefferson Blvd., South Bend, Indiana
46601
2
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date May 7, 2019
Name Andrew Netter
Department DCI
Division/Bureau Planning
BPW Date May 14, 2019 Phone Extension 5931
IIIW. 'liA.�'JL%IVN.Gfidfll9.�WIIWIIIWWIP�T°^ " �'e-"""'"''""'""""'��IM';W�WYJI��WllIVIVIWWWV�IVIVWIVIIW'NIIW9IMIIIIM�IIMYM�MIIMIBNO�NNNIOwdYM�: VHNNN�VANNNf(1lJM'ill�lli�'i�X�XX�XX�XX�XX�XX�XX�XX�XX�XX�X�i�i'iR�Ti11M�lli
...0 ..�,.,.. .W...m..M ... ...—.�...,� .... ......�.....�...
Ieaw red Prior to Submittal to Board
LegalAttorney Name: Clara McDaniels
Controller Controller review is required for all Contracts $5,000.00 or more and
greater than one year in length per the City Purchasing Policy
Purchasing E
Check the A
Agreement Amendment
Professional Services
❑ Bid Opening
El Quote Opening
❑ Change Order No.
❑ Ease/Encroach.
[_p Other:
Company or Vendor Name
.... —
dropriate ltqM_Typ. .
Contract
esolution
F] Bid Award
U Quote Award
❑ C/O &PCA No
❑ Traffic Control:
New Vendor
MBE/WBE Contractor
MBE/WBE Contractor Requested
Project Name
Project Number
Funding Source
Account No.
Amount
Terms of Contract
Purpose/Description
for All Submissions
I Proposal ...........
❑ Req. to Advertise
❑ PCA
lle�uired Information
South Bend Heritage Foundation, Inc.
Addendum
❑ Title Sheet
Yes Z No ❑ If Yes, Approved by
urcha i P sin
El MBE EJ WBE
r No 7 Yes Name of ComDan mmmm�..............
Pro�y912 W. Oak St.
Transfer of Real_�.........�..................................................................�m.�
The City is transferring ownership of 912 W. Oak St. to the
non-profit South Bend Heritage Foundation for new
construction low -mod income housing through use of
HOME funds.
U Required Contractor's Certification Forms Attached (Non -
Collusion, Non -Discrimination, Non -Debarment, E-Verify, Iran, etc.)
_.. ........ . _.._.. _ ...._......_
............... ._.._ .._.�_ ...__..� eaol ed' For i haqg
.t,.Orders OnI
Amount of El Increase $
❑ Decrease $