Amended and Restated Articles of Incorporation
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to Section 504.1006 of the Revised Iowa Nonprofit Corporation Act, as amended (the “Act”), the undersigned corporation adopts the following Amended and Restated Articles of Incorporation for such corporation:
ARTICLE I Corporate Name
The name of the Corporation is the Iowa Society of Radiologic Technologists, Inc., hereinafter referred to as the “ISRT.”
ARTICLE II Duration
The ISRT shall have perpetual duration.
ARTICLE III Corporate Purposes
The ISRT is organized exclusively as a nonprofit corporation for the purpose of advancing the science of medical imaging and radiation therapy, to maintain high standards of education, to enhance the quality of patient care, and to further the welfare and socioeconomics of radiologic technologists within the parameters allowed under Section 501(c)(6) of the Internal Revenue Code (or corresponding section of any future federal tax code). In furtherance of such purpose, the ISRT is authorized to exercise all powers and rights that are or may be authorized by the laws of the State of Iowa for non-profit corporations now or hereafter enacted.
ARTICLE IV No Private Inurement
The ISRT is not organized for profit. No part of the net earnings of the ISRT shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the ISRT shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof.
ARTICLE V Registered Office and Agent
The street address of the registered office of the ISRT is 521 E Locust Street, Suite 302, Des Moines, Iowa 50309, located in the County of Polk, and the name of its registered agent at such address is Iowa Agents LLC.
ARTICLE VI Members
The ISRT shall have members. The characteristics, qualifications, rights, limitations, and obligations of the members shall be fixed by the bylaws of the ISRT.
ARTICLE VII Directors
The management of the ISRT shall be vested in a board of directors. The number of persons comprising the board of directors of the ISRT, their terms of office, and the procedures for their election shall be fixed by the bylaws of the ISRT.
ARTICLE IX Distribution Upon Dissolution
Upon the dissolution of the ISRT, the board of directors shall, acting in its representative capacity, after paying or making provision for the payment of all of the liabilities of the ISRT, dispose of all of the assets of the ISRT for one or more exempt purposes within the meaning of Section 501(c)(6) or Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or corresponding section of any future federal tax code).
ARTICLE X Limitation of Director Liability
A director of the ISRT shall not be liable to the ISRT or its members for money damages for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) the amount of a financial benefit received by a director to which the director is not entitled; (2) an intentional infliction of harm on the ISRT or the members; (3) a violation of the unlawful distribution provision of the Revised Iowa Nonprofit Corporation Act; or (4) an intentional violation of criminal law. If the Revised Iowa Nonprofit Corporation Act is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the ISRT, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the extent of such amendment, automatically and without any further action, to the fullest extent permitted by law. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation on the personal liability or any other right or protection of a director of the ISRT with respect to any state of facts existing at or prior to the time of such repeal or modification.
ARTICLE XI Indemnification of Directors and Officers
The ISRT shall indemnify a director for liability (as such term is defined in section 504.851(5) of the Revised Iowa Nonprofit Corporation Act) to any person for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) receipt of a financial benefit by a director to which the director is not entitled; (2) an intentional infliction of harm on the ISRT or the members; (3) a violation of the unlawful distribution provision of the Revised Iowa Nonprofit Corporation Act; or (4) an intentional violation of criminal law. Without limiting the foregoing, the ISRT shall exercise all of its permissive powers as often as necessary to indemnify and advance expenses to its directors and officers to the fullest extent permitted by law. If the Revised Iowa Nonprofit Corporation Act is hereafter amended to authorize broader indemnification, then the indemnification obligations of the ISRT shall be deemed amended automatically and without any further action to require indemnification and advancement of funds to pay for or reimburse expenses of its directors and officers to the fullest extent permitted by law. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any indemnification obligations of the ISRT with respect to any state of facts existing at or prior to the time of such repeal or modification.
ARTICLE XII Amendments
The Articles of Incorporation may be amended in accordance with the procedures set forth in the Act.
ARTICLE XIII Certification of Adoption
The undersigned, Christina Yeager, the President of the ISRT, certifies that the Amended and Restated Articles of Incorporation: (1) correctly set forth the name of the ISRT; (2) supersede the original Articles of Incorporation of the ISRT and any amendments thereto; (3) consolidate all amendments into a single document; (4) were duly approved by unanimous consent of the Board of Directors by resolution dated _____________ ___, 2024; and (5) do not require the adoption by any members of the ISRT or by any other person or persons.
IOWA SOCIETY OF RADIOLOGIC TECHNOLOGISTS, INC.
By: Christina Yeager, President
