AMENDED AND RESTATED ARTICLES OF INCORPORATION INDIANA YOUTH INSTITUTE, INC.

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1 Amended: Updated: AMENDED AND RESTATED ARTICLES OF INCORPORATION OF INDIANA YOUTH INSTITUTE, INC. The undersigned officer of the Indiana Youth Institute, Inc. (the "Corporation"), pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended (the "Act"), hereby executes the following Amended and Restated Articles of Incorporation (the "Articles"), which supersede and take the place of the previously existing articles of the Corporation and all provisions and amendments thereto: ARTICLE I Name The name of the Corporation is the Indiana Youth Institute, Inc. ARTICLE II Purposes Section 1. This Corporation is a public benefit corporation that shall be organized and operated exclusively to benefit, perform the functions of, and carry out the exclusively charitable, scientific, educational, and other purposes of the organizations specified in Section 3 of this Article II (the "Supported Organizations"), to the extent that such purposes are described in Sections 170(c)(2)(B), 501(c)(3), 2055(a)(2), and 2522(a)(2) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax laws (the "Code").

2 Section 2. In carrying out such charitable, scientific, educational, and other purposes, and subject thereto, the Corporation shall engage in activities to accomplish the following objectives: Indiana; 2.1. To enhance the quality and quantity of services to youth in 2.2. To promote attentiveness to Indiana's youth whose lives are diminished by virtue of their race, gender, culture, ethnicity, disability, or economic or geographic situations; 2.3. To raise public consciousness of the issues that have impact on youth in Indiana; 2.4. To foster statewide networks in Indiana to integrate efforts to promote healthy youth development and to link those networks to their national and international counterparts; and 2.5. To strengthen the national image of the State of Indiana as an excellent place for youth to grow and develop. Section 3. The Supported Organizations are as follows: Community Foundation of Muncie and Delaware County; Indiana Humanities Council, Inc.; Indiana State Chamber of Commerce; Indiana University; Ivy Tech State College - East Chicago De La Garza Campus; Pacers Foundation, Inc.; Purdue University; Young Men's Christian Association of Greater Fort Wayne; and Youth Resources of Southwestern Indiana, Inc. ARTICLE III Powers -2-

3 Notwithstanding any other provision of these Articles, neither the Board of Directors nor the Corporation shall have the power or authority to do any act that will prevent the Corporation from being an organization described in Code sections 170(c)(2)(B), 501(c)(3), 2055(a)(2), and 2522(a)(2). Subject to the foregoing statement, and subject to and in furtherance of the purposes for which it is organized, the Corporation shall possess, in addition to the general rights, privileges, and powers conferred by law, the following rights, privileges, and powers: Section 1. To continue as a corporation under its corporate name perpetually. Section 2. To sue, be sued, complain, and defend in the Corporation's corporate name. Section 3. To have a corporate seal or facsimile of a corporate seal, which may be altered at will, to use by impressing or affixing or in any other manner reproducing it. However, the use or impression of a corporate seal is not required and does not affect the validity of any instrument. Section 4. To make or amend bylaws not inconsistent with the Corporation's Articles or with Indiana law for managing the affairs of the Corporation. Section 5. To purchase, receive, take by gift, devise, or bequest, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located. Section 6. To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of the Corporation's property. Section 7. To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of any entity. -3-

4 Section 8. To make contracts and guaranties, incur liabilities, borrow money, issue notes, bonds, and other obligations and secure any of the Corporation's obligations by mortgage or pledge of any of the Corporation's property, franchises, or income. Section 9. To lend money, invest and reinvest the Corporation's funds, and receive and hold real and personal property as security for repayment, except as provided under applicable law. Section 10. To be a promoter, a partner, a member, an associate, or a manager of any partnership, joint venture, trust, or other entity. Section 11. To conduct the Corporation's activities, locate offices, and exercise the powers granted to it inside or outside Indiana. Section 12. To elect directors, elect and appoint officers, and appoint employees and agents of the Corporation, and to define the duties and fix the compensation of directors, officers, employees, and agents. Section 13. To pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for the Corporation's current or former directors, officers, employees, and agents. Section 14. To make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest. Section 15. To carry on a business. Section 16. To have and exercise powers of a trustee as permitted by law, including those set forth in Indiana Code section as it may be amended from time to time. Section 17. To purchase and maintain insurance on behalf of any individual who: -4-

5 17.1. is or was a director, an officer, an employee, or an agent of the Corporation; or is or was serving at the request of the Corporation as a director, an officer, an employee, or an agent of another entity against any liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, an officer, an employee, or an agent, whether or not the Corporation would have power to indemnify the individual against the same liability under applicable law. Section 18. To indemnify any person against liability and expenses, and to advance the expenses incurred by such person, in connection with the defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise, and whether formal or informal, to the fullest extent permitted by applicable law, or, if not permitted, then to any extent not prohibited by such law. Section 19. To do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the Corporation. Section 20. To cease its activities and to dissolve and surrender its corporate franchise. ARTICLE IV Period of Existence The period during which the Corporation shall continue is perpetual. ARTICLE V Registered Agent and Registered Office -5-

6 Section 1. At the time of filing these Articles, the name and address of the registered agent in charge of the Corporation's registered office is Devon Allison, 603 East Washington Street, Suite 800, Indianapolis, Indiana Section 2. At the time of filing these Articles, the street address of the registered office of the Corporation is 603 East Washington Street, Suite 800, Indianapolis, Indiana ARTICLE VI Members The Corporation shall not have members. The Corporation may, however, identify as "members" classes of individuals who are supportive of Corporation purposes, participate in Corporation programs, pay dues, and/or satisfy other criteria established by the Board of Directors. Such designation shall carry no legal significance and shall not entitle classes or individuals to any vote on Corporation matters or to attendance at any Corporation meetings. ARTICLE VII Directors The exact number of directors of the Corporation shall be specified in or fixed in accordance with the Bylaws of the Corporation (the "Bylaws") at a number no smaller than three (3). ARTICLE VIII Board of Directors At the time of filing these Articles, the names and addresses of the members of the Board of Directors and the Supported Organizations, if any, they represent, are as follows: Community Foundation of Muncie & Delaware County Charles Sursa Wil Davis The Sursa Griner Group of Raymond James Ontario Systems, LLC & Associates, Inc W. Kilgore Avenue 450 S. Walnut Street, Suite 100 Muncie, IN Muncie, IN

7 Indiana Humanities Council, Inc. Perry Hines Kyle DeFur The Hines Group, LLC St. Vincent Indianapolis Hospital Stephanie Street 8402 Harcourt Road, Suite 200 Carmel, IN Indianapolis, IN Indiana Humanities Council, Inc. Tina Peterson Kelly Dillon Community Foundation of Bloomington Toyota Motor Manufacturing & Monroe County 400 Tulip Tree Drive 101 W. Kirkwood, Suite 321 Princeton, IN Bloomington, IN Indiana State Chamber of Commerce Hugh Baker Tina Elliott Rose-Hulman Indiana Rural Health Association c/o Ice Miller 2901 Ohio Blvd., Suite 240 One America Square, #2900 Terre Haute, IN Indianapolis, IN Indiana State Chamber of Commerce Dana Huber Bruce Gobdel Huber s Orchard, Winery & Vineyards 1304 Honan Huber Road South Bend, IN Borden, IN Indiana University Stephanie Berry Yvonne Harrington IU Health KeyBank 1800 N. Capitol Ave., E617A 10 W. Market Street, Suite 900 Indianapolis, IN Indianapolis, IN Indiana University Tabitha Meier Tony Mason Hillenbrand, Inc. Companies with a Mission One Batesville Blvd E. 96 th Street Batesville, IN Indianapolis, IN Ivy Tech State College East Chicago De La Garza Campus Shital Patel R. Luis Gonzalez Microsoft Corporation 410 East Columbus Drive 500 E. 96 th Street, Suite 460 East Chicago, IN Indianapolis, IN Pacers Foundation, Inc. Quinn Buckner Pacers Sports & Entertainment -7- Paul Perkins Amatrol

8 125 S. Pennsylvania Street 2400 Centennial Blvd. Indianapolis, IN Jeffersonville, IN Purdue University Marianne Mitten-Owen Jan Wilhelm Stuart & Branigin LLP 1 st Source Bank 300 Main Street, Suite East Main Street, Suite 720 Lafayette, IN Fort Wayne, IN Purdue University Bradley Rhorer Subaru of Indiana Automotive, Inc State Road 38 East Lafayette, IN Young Men's Christian Association of Greater Fort Wayne Bob Taylor Do it Best Corporation 6502 Nelson Road Fort Wayne, IN Youth Resources of Southwestern Indiana, Inc. Kathy Schoettlin Old National Bank One Main Street Evansville, IN Each member of the Board of Directors shall serve until replaced in accordance with the procedures set forth in these Articles and the Corporation's Bylaws and until his or her successor is elected or appointed and qualified. ARTICLE IX Election or Appointment of Directors The directors of the Corporation shall be elected or appointed in the manner and for terms specified in or fixed in accordance with the Bylaws of the Corporation; provided, -8-

9 however, that at all times a majority of the directors shall be persons appointed by the Supported Organizations. ARTICLE X No Private Inurement None of the Corporation's net earnings shall inure to the benefit of any private individual. ARTICLE XI Regulation of Corporate Affairs The affairs of the Corporation shall be subject to the following provisions: Section 1. Notwithstanding any other provision of these Articles of Incorporation, if for any taxable year the Corporation is deemed a "private foundation" described in Code section 509(a), the Corporation's income shall be distributed at such time and in such manner as not to subject the Corporation to the tax imposed by Code section Section 2. Notwithstanding any other provision of these Articles of Incorporation, if at any time the Corporation is deemed a "private foundation" described in Code section 509(a), the Corporation shall not: 2.1. Engage in any act of self-dealing as defined in Code section 4941(d); 2.2. Retain any excess business holdings as defined in Code section 4943(c); 2.3. Make any investment in such manner as to subject the Corporation to tax under Code section 4944; or 2.4. Make any taxable expenditure as defined in Code section 4945(d). Section 3. Neither the Board of Directors nor the Corporation shall have power or authority to do any act that will prevent the Corporation from being an organization described in Code section 501(c)(3). -9-

10 Section 4. Except as otherwise permitted by Code section 501(h), no substantial part of the activities of the Corporation shall be or consist of carrying on propaganda or otherwise attempting to influence legislation. Section 5. The Corporation shall not participate or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office. Section 6. Subject to the provisions of these Articles of Incorporation and applicable law, the Board of Directors shall have complete and plenary power to manage, control, and conduct all the affairs of the Corporation. Section 7. The power to make, alter, amend, and repeal the Corporation's Bylaws shall be vested in the Board of Directors. Section 8. No director or member of the Corporation shall be liable for any of its obligations. Section 9. Meetings of the Board of Directors may be held at any location, either inside the State of Indiana or elsewhere. Section 10. All parties dealing with the Corporation shall have the right to rely upon any action taken by the Corporation pursuant to authorization by the Board of Directors by resolution duly adopted in accordance with the Corporation's Articles of Incorporation, Bylaws, and applicable law. Section 11. The Board of Directors may from time to time, in the Bylaws of the Corporation or by resolution, designate such committees as the Board of Directors may deem desirable for the furtherance of the purposes of the Corporation. -10-

11 ARTICLE XII Dissolution of the Corporation If the Corporation is dissolved, all of its property remaining after payment and discharge of its obligations shall be transferred and conveyed, subject to any contractual or legal requirement, to one or more other organizations that have been selected by the Board of Directors, that are organized and operated for purposes substantially the same as those of the Corporation, and that are described in Code sections 170(c)(2)(B), 501(c)(3), 2055(a)(2), and 2522(a)(2). The undersigned officer of the Corporation hereby presents these Amended and Restated Articles of Incorporation to the Secretary of State of the State of Indiana for filing, and states that the manner of their adoption and the vote by which they were adopted constitute full legal compliance with the provisions of the Act, the previously existing articles of the Corporation, and the Bylaws of the Corporation. IN WITNESS WHEREOF, the undersigned officer hereby verifies and affirms, subject to penalties of perjury, that the representations contained herein are true, this day of, Signature Printed Title This instrument was prepared by Joseph E. Miller, Jr., Attorney at Law, Baker & Daniels, 300 N. Meridian Street, Suite 2700, Indianapolis, Indiana INIMAN v1-11-

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