AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MUSIC YOUTH PARTNERSHIP FOUNDATION
ARTICLE I
The name of this Corporation is The Music Youth Partnership Foundation, hereafter
called “Corporation”. The principal office or headquarters for the transaction of business shall be
located at 2120 W 25th Street North, Wichita, located within the County of Sedgwick and State of
Kansas. The Corporation shall have and shall continuously maintain corporation status in the
State of Kansas as a registered office and agent.
ARTICLE II
Registered Office and Resident Agent
The address of the Corporation’s registered office in the State of Kansas is 2120 W 25th
Street N, Wichita, Kansas located within the County of Sedgewick. The resident agent at such
address is Cathy D. Grant.
ARTICLE III
Purposes
This Corporation is organized exclusively for charitable purposes as a not-for-profit
corporation, and the purposes of the Corporation are to engage in any such lawful act and/or
activity under the General Law of Kansas other than the banking business, trust company
business, or the practice of a profession not permitted to be incorporated by and pursuant to the
Kansas Corporations Statute.
ARTICLE IV
Inurement Prohibited
No part of the net earnings of the Corporation shall inure to the benefit of, or be
distributable to, its members, Directors, officers, or other private persons, except that the
Corporation 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 above. No substantial part of the activities of the Corporation shall involve the
carrying on of propaganda, or otherwise attempting to influence legislation. The Corporation
shall not participate in or intervene in (including the publishing or distribution of statements) any
political campaign on behalf of, or in opposition to, any candidate for public office.
ARTICLE V
Membership Organization
This Corporation shall not have authority to issue capital stock, and all voting powers
normally vested in stockholders shall be vested in the members of this Corporation. The
members of the Corporation shall be the members of its Board of Directors.
ARTICLE VI
Board of Directors
A. The business and affairs of the Corporation shall be managed and conducted by a
Board of Directors (“Board”) consisting of not less than five and not more than
ten, as determined by the Board from time to time.
B. The Board shall have full power and authority to manage the Corporation and any
and all of its assets, properties, and affairs, including the right to elect such officers and assistant
officers and to designate and appoint such agents and employees as the Board deems advisable
and to allow them suitable compensation, and shall have any and all additional powers and
authority, not inconsistent with the express terms of these Articles of Incorporation, that are
expressly or impliedly granted to or invested in the Board by the statutes or laws of the State of
Kansas, as now in effect and as hereafter amended or modified. Unless otherwise provided in
the Bylaws of the Corporation, the election of Directors by written ballot shall be required only if
requested by a member entitled to vote at said election.
C. Notwithstanding anything herein to the contrary, the Board and the members shall
not be authorized to do any act or activity which is contrary to any purpose for which an
organization exempt from tax pursuant to Section 50l(c)(3) of the Code may lawfully be
organized.
ARTICLE VII
Bylaws
The power to adopt, alter, amend or repeal this Corporation’s Bylaws, in whole or in part,
at any time and from time to time, shall be vested in the Board and subject to the terms of the
Bylaws.
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ARTICLE VIII
Perpetual Existence
The Corporation shall have perpetual existence.
ARTICLE IX
Amendments to Articles of Incorporation
Pursuant to K.S.A. § 17-6602(b)(3), as it may be amended from time to time, the Articles
of Incorporation of the Corporation may be amended by a majority vote of all of the Board of
Directors of the Corporation.
ARTICLE X
Indemnification; Limitation on Liability
A. The Corporation shall indemnify any Director or officer of the Corporation who
was, is, or is threatened to be made a party to any threatened, pending, or completed action, suit
or proceeding, whether civil, criminal, administrative, or investigative ( collectively a
“Proceeding”) by reason of the fact that such person is or was a Director or officer of the
Corporation, or is or was serving at the request of the Corporation as a Director, officer,
employee, trustee, partner, or agent of another corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, to the fullest extent permitted by the Kansas General
Corporation Code as now in effect and as hereafter amended. Such right to indemnification shall
be a contract right and shall include the right to be paid by the Corporation for expenses incurred
in defending any Proceeding in advance of its final disposition to the fullest extent permitted
under the Kansas General Corporation Code as now in effect and as hereafter amended.
B. The rights conferred in paragraph A shall not be exclusive of any other right to
indemnification which any person may have or hereafter acquire under any statute, bylaw,
agreement, contract, resolution of the Board or members of the Corporation, or otherwise.
C. The Corporation may purchase and maintain insurance on behalf of any Director,
officer, employee, or agent of the Corporation against any liability asserted against such person
and incurred in such capacity, whether or not the Corporation would be obligated to indemnify
such person against such liability under the provisions of this Article. The Corporation shall
maintain general liability insurance so that volunteers of the Corporation may qualify for the
provisions ofK.S.A. 60-3601.
D. No Director of the Corporation shall be held personally liable to the Corporation
or its members for breach of fiduciary duty as a Director except for liability (i) for any breach of
a Director’s duty of loyalty to the Corporation or its members, (ii) for acts or omissions not in
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good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any
transaction from which the Director derived an improper personal benefit.
E. Any repeal or modification of this Article shall be prospective only and shall not
adversely affect any right to indemnification or limitation on the personal liability of any person
who was entitled thereto at the time of such repeal or modification.
ARTICLE XI
Distribution of Assets Upon Dissolution
Upon dissolution of the Corporation, the Board 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 in such a manner or to such an organization, as will further the specific charitable
purposes of this Corporation. In all events, however, such disposition shall satisfy the purposes
as shall at the time qualify as exempt under Section 501(c)(3) of the Code, or corresponding
section of any future federal tax code. Any such assets not so disposed of shall be disposed of by
the Eighteenth Judicial District, District Court, Sedgwick County, Kansas, exclusively for such
purposes or to such organization or organizations as said court shall determine which are
organized and operated exclusively for such purposes.
IN WITNESS WHEREOF, I have hereunto subscribed my name at Wichita, Kansas, on
this 19th of July, and declare under penalty of perjury under the laws of the State of Kansas that
the foregoing is true and correct.