RESOLUTIONS
OF
BOARD OF DIRECTORS
OF
YOUNG AUDIENCES OF INDIANA INC.
(D/B/A Arts for Learning)
WHEREAS, the Finance Committee of the Board of Directors of
Young Audiences of
Indiana, Inc., d/b/a Arts for Learning (Arts for Learning)
recommended that the By-Laws of Arts for Learning be amended to
create three classes of directors, each serving for a staggered
term of three years;
WHEREAS, the Executive Committee of the Board of Directors,
after research and
consideration, concluded that term limits would (i) positively
affect the ability of Arts for
Learning to recruit new directors, (ii) allow Arts for Learning
to periodically reassess its
strengths and weaknesses in a more meaningful manner, and (iii)
allow Arts for Learning to
gracefully address board members who become ineffective or do
not participate;
WHEREAS, on February 19, 2013, the Board of Directors of Arts
for Learning
unanimously adopted a resolution amending the By-Laws of Arts
for Learning to create three
classes of directors, each serving for a staggered term of three
years (the Resolution);
WHEREAS, the Resolution has not been amended or rescinded, and
remains in force as
of the date hereof;
WHEREAS, the Resolution delegated authority to the Executive
Committee to, in its
discretion, prepare the text of the amendments to the By-Laws
and to designate the persons who
shall initially comprise each class; and
WHEREAS, the Executive Committee has submitted certain
recommendations to the
Board of Directors for ratification and approval, the form of
which is attached as Exhibit A
hereto.
NOW, THEREFORE BE IT RESOLVED, that the recommendations of the
Executive
Committee of the Board of Directors of Arts for Learning, as set
forth on Exhibit A hereto, is
hereby adopted and approved.
RESOLVED, FURTHER, that the President and CEO and the Chairman
of the Board,
and each of them alone, are hereby severally authorized and
empowered, on behalf of Arts for
Learning and in its name, to take such actions and to prepare
and execute, or cause to be
prepared and executed, such documents as they deem necessary to
accomplish the purposes of
the foregoing resolutions.
Exhibit A
Recommendations
of the
Executive Committee of Arts for Learning
The Executive Committee hereby recommends as follows:
1. Amendment of By-Laws. Article III, Section 2 of the By-Laws
shall be amended and
replaced in its entirety with the following:
Section 2. Number, Election, and Term of Office. The number of
directors of the
Corporation shall be at least five (5) and not more than
twenty-seven (27) unless
changed by amendment of this section.
Directors shall be elected at the annual meeting of the Board of
Directors, or, if
not so elected, at any regular or special meeting of the Board
of Directors called
for that purpose.
Except as otherwise provided herein, the term of office of each
director shall be
for a period of three (3) years and until his or her successor
is elected and
qualified. The terms of the directors shall be staggered so that
the number of
directors to be elected each year shall be as nearly one-third
(1/3) of the total
number of directors as possible; therefore, directors may be
elected for terms of
less than three (3) years, if necessary, to accomplish this
purpose.
No director shall serve for more than nine (9) consecutive
years; provided,
however, that the Executive Committee may approve exceptions to
the nine-year
term limit in its discretion. A director who terminates service
and thereafter
remains off the board for at least one year shall be eligible to
be elected to the
board and shall be subject to a new nine-year term limit.
2. Designation of Classes. The following persons are designated
to serve in the Class and for
the Term set forth next to their names until the earlier of the
expiration of their Term or their
resignation, death or removal from office:
NAME TERM CLASS
1. Vicki Shafer I 2019
2. Tami Earnhart I 2019
3. Kelly Lamm Teller I 2019
4. Allison Meta I 2018
5. Celia Campbell I 2018
6. Anson Keller I 2017
7. Andrea Hoogwerf I 2017
8. Daphne Chiu I 2017
