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UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF THE
CENTRAL INDIANA CHAPTER SOCIETY OF CPCU, INC.
an Indiana Nonprofit Corporation

WE THE UNDERSIGNED, being all the directors of the Central Indiana Chapter Society of
CPCU, Inc., an Indiana Nonprofit Corporation (the “Corporation”) in accordance with the
Indiana Nonprofit Corporation Act of 1991, hereby adopt the following resolutions of the
Corporation in lieu of a special meeting of the Board of Directors of the Corporation and this
written consent shall have the same force and effect as a formal Board of Directors meeting for
all purposes.

AMENDMENT OF ARTICLES OF INCORPORATION

WHEREAS, it is hereby deemed to be advisable and in the best interests of the Corporation to
change the name of the Corporation.

NOW THEREFORE, BE IT:

RESOLVED, that the Articles of Incorporation be amended to change the name of the
Corporation as follows:

“The name of the corporation is: CENTRAL INDIANA CPCU SOCIETY CHAPTER, INC.”

FURTHER RESOLVED, that the Corporation’s purposes, as set forth in its Articles of
Incorporation are hereby stricken in their entirety and revised to read as follows:

“This corporation is a mutual benefit corporation formed for the purpose of advancing
and promoting the interests of The Society of Chartered Property and Casualty
Underwriters, a Pennsylvania nonprofit corporation, by meeting the career needs of a
diverse membership of insurance professionals so that they may serve others in a
competent and ethical manner, and other appropriate nonprofit professional and trade
association purposes, and to engage in any lawful act or activity for which corporations
may be formed under the Indiana Nonprofit Corporation Act of 1991 as amended.”

FURTHER RESOLVED, the Corporation’s officers, or their designee, are hereby authorized
and directed, in the name and on behalf of the Corporation, to take all action necessary to amend
the Corporation’s Articles of Incorporation in order to reflect the Corporation’s new corporate
name and purposes, to file amended Articles of Incorporation with the Corporation’s state of
incorporation reflecting such new name and purposes, and make all other necessary and
appropriate filing(s); and to execute such other documents and take such other actions as they
deem necessary, appropriate or desirable to effectuate such changes and amendment of the
Corporation’s Articles of Incorporation.

ADOPTION OF AMENDED BYLAWS

RESOLVED, that the Corporation’s current Bylaws are hereby stricken in their entirety and
replaced by the Amended Bylaws attached hereto as Exhibit A (“Amended Bylaws”);

FURTHER RESOLVED, the Amended Bylaws shall be submitted to the members for approval
and shall be effective immediately upon approval by the members;

FURTHER RESOLVED, that in order to preserve policies and rules in the Corporation’s current
bylaws that are not otherwise addressed or included in the Corporation’s Amended Bylaws, all
such policies and rules automatically shall be adopted as the Corporation’s policies and rules
(collectively, “Policies”);

FURTHER RESOLVED, the Corporation’s officers, or their designees, are authorized and
directed to take all action they deem necessary, appropriate or desirable to revise the Policies in
order to assure conformance with the Corporation’s Amended Bylaws and the Corporation’s
other policies, rules and procedures. All revisions to the Policies shall be approved by the
Corporation’s Board of Directors, and shall be effective immediately upon such approval.

ACCOUNTING YEAR

RESOLVED, that the Corporation hereby adopts an accounting year ending December 31 each
year.

REGISTERED AGENT AND OFFICE

RESOLVED, that CT Corporation System is hereby appointed to serve as the Corporation’s


registered agent in the State of Indiana, and the registered office of the Corporation shall be
located at: c/o CT Corporation System, 150 West Market Street, Suite 800, Indianapolis, IN
46204, unless and until changed by resolution of this Board.

IMPLEMENTATION

RESOLVED, that the proper officers of the Corporation be, and each of them hereby is,
authorized and directed to execute all documents and to take all such action as they may deem
necessary or advisable in order to effectuate the purposes of the foregoing resolutions;

This written consent may be executed in multiple counter parts, all of which shall be considered
originals and that this written consent, including multiple counterparts, be filed with the minutes
of the proceedings of the Corporation.

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IN WITNESS WHEREOF, each of the duly appointed directors of the Corporation does hereby
affix his/her signature effective as of the ______ day of ________________, 2013.

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