IAEI Articles of Incorporation Proposed Amendments

The International Board of Directors in November 2017 approved the restated and amended Certificate of Formation (Articles of Incorporation). The changes were necessary to align with current Texas Business Organizations Code, Chapter 22 (referred to as the “Act,”). In compliance with our current Articles of Incorporation, ratification of the restated and amended certificate of formation is required by Inspector members.

The IAEI International Board of Directors is requesting Inspector Members to approve the “Restated and Amended Certificate of Formation of International Association of Electrical Inspectors. A Summary of changes is noted below. For those who wish to cross reference the existing "Articles of Incorporation of the IAEI," the articles are available here.

Each IAEI Inspector Member in good standing, present at any one of the six section meetings, may vote.

In case you have not already registered for your Section Meeting, here are the dates and locations of all the section meetings.

Current IAEI Certificate of Formation

Proposed Changes

Rationale for Changes

ARTICLE l
The name of the corporation (the “Corporation”) is International Association of Electrical Inspectors.

ARTICLE II
The Corporation is a nonprofit corporation and shall have all of the powers, duties, authorizations and responsibilities as provided in the Texas Non-Profit Corporation Act. Notwithstanding the foregoing, the Corporation shall neither have nor exercise any power, nor engage directly or indirectly in any activity, that would invalidate its status as an organization exempt from federal income tax and described in Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, or corresponding provision or provisions of any subsequent United States Internal Revenue law or laws (the “Code”).

ARTICLE 1 - NAME



The Corporation is a nonprofit corporation under Chapter 22 of the Texas Business Organizations Code. The name of the Corporation is INTERNATIONAL ASSOCIATION OF ELECTRICAL INSPECTORS.





(Article 1 combines Article l & II)
ARTICLE I will identify that IAEI will fall under the Chapter 22 of the Texas Business Organizations Code.

ARTICLE Il
In the event the Corporation is dissolved, after all liabilities and obligations of the Corporation are paid or provision is made therefor, the International Board of Directors shall recommend, and the Inspector Members shall adopt a plan for the distribution of the remaining assets of the Corporation to such person, persons, organization or organizations as the directors shall recommend and the Inspector Members shall approve. Any of such assets not so disposed of shall be disposed of by the Probate Court of the county in which the principal office of the Corporation is then located.

ARTICLE 2 - DISSOLUTION
Upon dissolution, all Corporate assets shall be distributed to an organization qualified as exempt from taxes under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (hereinafter the “Code”), that serves similar purposes as the Corporation. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations (or to the federal government, or to a state or local government, for a public purpose), as said Court shall determine, which are organized and operated exclusively.



(Article II will Replace Article IX)
The dissolution of IAEI has not changed but the voting and actions of the dissolution will be changed and incorporated with IAEI Bylaws. The International By-laws will contain a section whereby voting members shall have the sole and exclusive right to vote on and make decisions regarding or in any way involving the dissolution, merger and consolidation of the Corporation and decisions regarding the sale of substantially all of the Corporation’s assets.

ARTICLE Ill
The Corporation shall continue in perpetuity.

ARTICLE 3 – DURATION
The Corporation shall continue in perpetuity.


Identical to existing

ARTICLE IV
The Corporation is organized and shall be operated exclusively as a business league or trade association within the meaning of Section 501(c)(6) of the Code. Specifically, the Corporation is organized and shall be operated to succeed to the assets, and carry out the purposes, of the International Association of Electrical Inspectors, an Illinois not for profit corporation, incorporated on March 1, 1930, to wit: to advance the profession of electrical inspectors, to advance the common business interest of its members and to enhance the knowledge and improve the skills of its members by, among other things:
1. Promoting uniform understanding and application of the National Electrical Code and other electrical codes;
2. Participating in the formulation of standards for the safe installation and use of electrical materials, devices and appliances;
3. Promoting cooperation among the profession, the electrical industry and the general public;
4. Presenting the profession’s viewpoints, concerns and other important information to the media, and appropriate legislative, administrative, regulatory and private sector bodies, and developing a working relationship with appropriate governmental and private sector entities;
5. Collecting, interpreting, and disseminating information on subjects relevant to the profession; and
6. Collaborating with other national and international organizations in promoting the safe use of electricity and furthering the development of the electrical industry.

ARTICLE 4 - PURPOSES
References herein to the Code mean the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. The Corporation pledges that all its assets will be used exclusively for its exempt purposes.


The text was added to Article 4 to state that all IAEI Assets will be used exclusively for its exempt purposes as required by Internal Revenue being a 501 (6).


ARTICLE V
No part of the net earnings of the Corporation shall inure to the benefit of any member, director or officer of the Corporation, or any private individual; provided, however, that reasonable compensation may be paid for services rendered to of for the Corporation and expenses may be reimbursed or paid in furtherance of one or more of its purposes.

ARTICLE 5 - POWERS
Except as otherwise provided in this Restated and Amended Certificate of Formation, the Corporation shall have all the powers provided in the Act. Moreover, the Corporation shall have all implied powers necessary and proper to carry out its express powers. The Corporation may pay reasonable compensation to officers for services rendered to or for the Corporation in furtherance of one or more of its purposes set forth above.


The Intent of Article V is the exact same, only reworded for update purposes.


NEW SECTION

ARTICLE 6 – MEMBERS, SECTIONS, CHAPTERS AND DIVISIONS
The Corporation shall have members, Sections, Chapters, and Divisions with rights, privileges and duties as set forth in the Bylaws.

This is a new Article that identifies that the Corporation consist of members, Section, Chapters, and Divisions which are granted right and privileges and duties that are contained in the IAEI Bylaws.

ARTICLE XIII
The initial registered office of the Corporation is 15851 Dallas Parkway, Suite 1001, Addison, Texas 75001, and the name of the initial registered agent at such address is Ronald A. Foxman.

ARTICLE 7 - REGISTERED OFFICE AND AGENT
The street address of the registered office of the Corporation is 901 Waterfall Way, Suite 602, Richardson, TX 75080. The name of the registered agent at this office is David Clements. The Board of Directors may change the registered office and registered agent in its discretion and in accordance with the Act.


(Replaces Article XIII)
Change was made to identify the address of the Corporation and the name of the registered agent as required by Texas Business Organizations Code, Chapter 22.

ARTICLE VI
The International Board of Directors (as such term is defined in the Bylaws of the Corporation) shall be the governing body of the Corporation and shall be elected in the manner provided in the Bylaws of the Corporation. The number of directors may be changed from time to time in the manner set forth in the Bylaws of the Corporation, but in no event shall there be less than three (3) directors. The number of directors constituting the initial International Board of Directors shall be twenty (20), and their names and addresses are as follows:

ARTICLE 8 – MANAGEMENT VESTED IN BOARD OF DIRECTORS
The management of this Corporation is vested in a Board of Directors. The Board of Directors may elect officers as allowed in the Bylaws.


(Replaces Article VI)
The reference to the number of International Directors was removed and is incorporated into the International By-laws. Same intent reworded for update.

ARTICLE X
A director of the Corporation shall not be personally liable to the Corporation for monetary damages for any act or omission in such director’s capacity as a director, except that this Article does not authorize the elimination or limitation of the liability of a director to the extent the director is found liable for: (i) a breach of the director’s duty of loyalty to the Corporation; (ii) and act or omission not in good faith that constitutes a breach of duty of the director to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; (iii) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office; or (iv) an act or omission for which the liability of a director is expressly provided by an applicable statute. The foregoing elimination of liability to the Corporation shall not be deemed exclusive of any other rights, limitations of liability or indemnity to which a director may be entitled under any other provision of the Articles of Incorporation or Bylaws of the Corporation, contract or agreement, vote of the members or the International Board of Directors, principle of law or otherwise. Any repeal or amendment of this Article shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or amendment. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the foregoing provisions of this Article, the liability of a director shall be eliminated to the full extent permitted by any amendment to the Texas Miscellaneous Corporation Laws Act or the Texas Non-Profit Corporation Act hereafter enacted that further eliminates or permits the elimination of the liability of a director.

ARTICLE 9 - LIMITATION ON LIABILITY OF DIRECTORS AND OFFICERS
A director or officer is not liable to the Corporation for monetary damages for an Act or omission in the director’s or officer’s capacity except to the extent otherwise provided by a statute of the State of Texas.




(Replaces Article X)
Intent is the same, reworded for update.


ARTICLE XI
The Corporation shall indemnify any person who was, is, or is threatened to be made a named defendant or respondent in a proceeding (as hereinafter defined) because the person (i) is or was a director or officer of the Corporation or (ii) while a director or officer of the Corporation, is or was serving at the request of the Corporation as a trustee, officer, partner, venture, proprietor, director, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against all expenses, to the fullest extent that a corporation may grant indemnification to a director under the Texas Non-Profit Corporation Act, as the same exists or may hereafter be amended. Such right shall be a contract right and shall include the right to be paid by the Corporation expenses incurred in defending any such proceeding in advance of its final disposition to the maximum extent permitted under the Texas Non-Profit Corporation Act, as the same exists or may hereafter be amended. If a claim for indemnification or advancement of expenses hereunder is not paid in full by the Corporation within 90 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, the claimant shall be entitled to also be paid expenses of prosecuting such claim. It shall be a defense to any such action that such indemnification or advancement of costs of defense is not permitted under the Texas Non-Profit Corporation Act, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its International Board of Directors or any committee thereof, special legal counsel or its members) to have made its determination prior to the commencement of such action that indemnification of, or advancement of costs of defense to, the claimant is permissible in the circumstances nor an actual determination by the Corporation (including its International Board of Directors or any committee thereof, special legal counsel or its members) that such indemnification or advancement is not permissible shall be a defense to that action or create a presumption that such indemnification or advancement is not permissible in the event of death of any person having a right of indemnification under the foregoing provisions, such right shall inure to the benefit of such person’s heirs, executors, administrators and personal representatives. The rights conferred above shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, bylaw, resolution of the members or the International Board of Directors, agreement or otherwise. The Corporation may additionally indemnify any person covered by the grant of mandatory indemnification contained in this Article to such further extent as is permitted by law and may indemnify any other person to the fullest extent permitted by law. The Corporation may purchase and maintain insurance or a similar arrangement (including, but not limited to, a trust fund, self-insurance, a security interest or lien on the assets of the Corporation, or a letter of credit, guaranty or surety arrangement) on behalf of any person who is serving the Corporation (or another entity at the request of the Corporation) against any liability asserted against such person and incurred by such person in such a capacity or arising out of status as such person, whether or not the Corporation would have the power to indemnify such person against that liability under this Article or by statute. Notwithstanding the other provisions of this Article, the Corporation may not indemnify or maintain insurance or a similar arrangement on behalf of any person if such indemnification or maintenance of insurance or similar arrangement would subject the Corporation to income tax under the Code or subject any such person to excise tax under the Code. For purposes of this Article, the term “expenses” includes court costs and attorney’s fees, and the term “proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such action, suit or proceeding, and any inquiry or investigation that could lead to such action, suit or proceeding.

ARTICLE 10 - INDEMNIFICATION
The Corporation may indemnify a person who was or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was a member, director, or officer or other person related to the Corporation as provided by the provisions in the Act and/or common law governing indemnification. As provided in the Bylaws, the directors shall have the power to define the requirements and limitations for the Corporation to indemnify officers or others related to the Corporation.



(Replaces Article XI)
Intent is the same, reworded for update.

NEW SECTION

ARTICLE 11 - CONSTRUCTION
All references in this Certificate of Formation to statutes, regulations, or other sources of legal authority shall refer to the authorities cited, or their successors, as they may be amended from time to time. This document becomes effective when the document is filed with the Texas Secretary of State.


Identifies who has legal authority over the Certificate of Formation and will become effective when filed with the Texas Secretary of State.


ARTICLE VI
The International Board of Directors (as such term is defined in the Bylaws of the Corporation) shall be the governing body of the Corporation and shall be elected in the manner provided in the Bylaws of the Corporation. The number of directors may be changed from time to time in the manner set forth in the Bylaws of the Corporation, but in no event shall there be less than three (3) directors. The number of directors constituting the initial International Board of Directors shall be twenty (20), and their names and addresses are as follows:

  1. Name, Address
  2. Name, Address

ARTICLE 12 – MEMBERS OF BOARD OF DIRECTORS 
The name and address of each current officer of the Corporation and the current directors serving on the Corporation’s Board of Directors are as follows:

  1. Name, Address
  2. Name, Address

All future directors and officer will be elected in the manner described in the Bylaws.


(Replaces Article VI)
The names and addresses of all current officers and current International Board of Directors will be added to the document before the Restated and Amended Certificate of Formation of International Association of Electrical Inspectors is submitted to the Texas Secretary of State.


ARTICLE XII
Any action required or permitted to be taken at any meeting of members, directors or committee members may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by a sufficient number of members, directors or committee members, as the case may be, as would be necessary to take that action at a meeting at which all persons entitled to vote on the action were present and voted. Prompt notice of the taking of any action by members, directors or a committee without a meeting by less than unanimous written consent shall be given to those members, directors or committee members who did not consent in writing to the action.

ARTICLE 13 - ACTION BY WRITTEN CONSENT
Action may be taken by use of signed written consents by the number of officers, directors, committee members or other such persons entitled to vote whose vote would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted. Each written consent must bear the date and signature of each person signing it. A consent signed by less than all of the officers, directors, or committee members is not effective to take the intended action unless consents, signed by the required number of persons, are delivered to the Corporation within sixty (60) days after the date of the earliest dated consent delivered to the Corporation. Delivery may be made by hand, by certified or registered mail, return receipt requested, by facsimile or by electronic mail (e-mail). The delivery may be made to the Corporation’s registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent having custody of books in which the relevant proceedings are recorded. If the delivery is made to the Corporation’s principal place of business, the consent must be addressed to the President/CEO.
The Corporation will give prompt notice of the action taken to persons who do not sign consents but were eligible to vote on that matter. If the action taken requires documents to be filed with the secretary of state, the filed documents will indicate that the written consent procedures have been properly followed. A telegram, telex, cablegram, electronic mail (e-mail), or similar transmission by a director, officer, or committee member, or photographic, facsimile, or similar reproduction of a signed writing is to be regarded as being signed by the director, officer, or committee member.


(Replaces Article XII)
Identifies timeline to when written consent delivered to corporation and provides additional options for delivery of consent (i.e. Email, Fax) which is current with today’s business practices.


ARTICLE VIII
The Articles of Incorporation of the Corporation may be amended or restated upon approval by the International Board of Directors and ratification by the Inspector Members (as such term is defined in the Bylaws of the Corporation) in the manner set forth in this Article. The International Board of Directors may approve amendments to the Articles of Incorporation or restated Articles of Incorporation by the affirmative vote of a least two-thirds (2/3) of the directors present at any meeting of the International Board of Directors at which a quorum is present; provided notice of the proposed amendment or restatement be contained in the notice of such meeting; and provided further, that the foregoing notice requirement shall not prohibit the International Board of Directors from adopting the proposed amendment or the proposed restated Articles of Incorporation, as the case may be, in a modified form which is not identical to that described or set forth in the notice of such meeting; and provided further, that the foregoing notice requirement shall not prohibit the International Board of Directors from adopting the proposed amendment or the proposed restated Articles of Incorporation, as the case may be, in a modified form which is not identical to that described or set forth in the notice of such meeting. Amendments or restated Articles of Incorporation approved by the International Board of Directors shall become effective upon ratification by at least two-thirds (2/3) of the Sections of the Corporation. A Section shall be considered to have ratified the amendment or restatement if the amendment or the restated Articles of Incorporation is ratified by the affirmative vote of at least two-thirds (2/3) of the Inspector Members voting at the annual Section meeting at which a quorum is present; provided notice of the proposed amendment or restatement be contained in the notice of such meeting; and provided further, that such notice be distributed to the Inspector Members entitled to vote thereat at least twenty (20) days prior to the date of such meeting. Inspector Members voting for ratification at annual Section meetings shall vote as part of the approval process of their respective Sections but shall not have the right to vote individually as members of the Corporation on proposed amendments to the Articles of Incorporation or proposed restated Articles of Incorporation. In the event the Corporation has no Inspector Members at the time the proposed amendment or restatement is considered, the proposed amendment to the Articles of Incorporation or the proposed restated Articles of Incorporation shall be effective upon approval by the International Board of Directors of the proposed amendment or proposed restated Articles of Incorporation, as the case may be, in the manner set forth in this Article.

ARTICLE 14 - AMENDMENTS TO CERTIFICATE OF FORMATION
The Certificate of Formation may be altered, amended, or repealed only by the following process. First, the Board of Directors must approve the changes to the Certificate of Formation by a two-thirds (2/3) vote of the Board of Directors at a duly noticed meeting at which a quorum is present. Next, Members must approve those Board approved changes without alteration by a two-thirds (2/3) vote of those Members casting a ballot by any method authorized by the Bylaws or the Act.


(Replaces Article Vlll)
This article was rewritten to simplify the process to made amendments to the Certificate of Formation. It empowers the International Board of Directors and the membership to approve changes to the Certificate of Formation. It also permits members to vote by other means other than being in attendance at Section meetings.

IAEI Articles of Incorporation Proposed Amendments - PDF

If you have any questions please contact:
Jonnie Vallar
Director of Membership Development and Services
Jvallar@iaei.org