Zionsville Community Development Corporation (ZCDC)

PUBLIC NOTICE AF OF A MEETING OF THE ZIONSVILLE COMMUNITY DEVELOPMENT CORPORATION Public notice is hereby given that a Meeting of the Zionsville Community Development Corporation is scheduled for Friday, October 15, 2021 at 8:30 a.m. This will be a hybrid meeting T allowing for in-person attendance in the Council Chambers of the Zionsville Town Hall or attendance via electronic video conferencing via Zoom. To access the electronic video conference, utilize the following link: https://us02web.zoom.us/j/83937356274 Webinar ID: 839 3735 6274 R Dated this October 13, 2021. Wayne DeLong, AICP, CPM Director of Community & Economic Development D Town of Zionsville, Indiana  MEETING OF THE ZIONSVILLE COMMUNITY DEVELOPMENT CORPORATION (“ZCDC”) Friday, October 15, 2021 8:30 a.m. AF Hybrid Meeting: Town Hall Council Chambers or Electronic Video Meeting (Zoom) Utilize the following link to join the meeting: T https://us02web.zoom.us/j/83937356274 Webinar ID: 839 3735 6274 Or join by phone at any of the following numbers: +1 301 715 8592 or +1 312 626 6799 or +1 646 558 8656 or +1 253 215 8782 or +1 346 248 7799 or +1 669 900 9128 R 1. Call to Order 2. Recognition of Quorum 3. Old Business AGENDA D A. Discussion regarding objectives, goals, and budget of the Community Development Corporation for 2021. B. Election of members to roles (President, Vice President, Secretary, Treasurer) C. Consideration of adoption of changes to Articles of Incorporation, Bylaws, Conflict of Interest Policy, Executive Compensation and Intermediate Sanctions Policy, and Organizational Consent. 4. New Business A. Nicolson Orthodontics 5. Other Business 6. Adjourn  Community Development Corporation Assistance Inquiry Form Business Name: Nicholson Orthodontics; Shiloh Springs Enterprises LLC Address: 95 East Oak Street Zionsville, IN 46077 Primary Contact: Lindsey Phipps on behalf of Dr Jim Nicholson AF Contact’s Phone Number & email: 765.437.4308 / lphipps@strongbox.co Requested Assistance Amount: $ 50,000 In the following table, please list all other County, State, and/or Federal programs to which the business has applied for Covid-related financial assistance: Program PPP T HHS Provider Relief Fund (Cares Act) Date of Application April 3, 2020 October 2020 Amount of Request $113,000.00 $30,152.60 Current Status: Granted, Denied, Pending, Other Granted Granted R Please provide a brief description of the reason for the requested assistance and how the monies would be utilized (3rovide additional pages DV needed): D Exterior renovation and new addition as indicted on the attached drawings for existing Nicholson Orthodontics practice. Monies will be utilized for cost of construction. This form and any additional materials you choose to submit should be emailed to communitydevelopment@zionsville-in.gov or mailed to: Community Development Corporation Attn: Wayne DeLong 10855 Creek Way Zionsville, IN 46077 Location (Site identifier) Parcel # 019-00550-00 / 95 East Oak Street Zionsville, IN 46077 Lot Number / Address (if site is identified): __________________________________________________ Acreage needed / preferred location (if site is not identified): 0.20 acres _____________________________________ Unique infrastructure needs (does operation use/need access to a significant amount of water, electric, gas, fiber, ……): N/A, all existing __________________________________________________________________________________ Investment $1,650,000.00 Intended initial investment (at opening), real property: __________________________________ $575,000.00 Intended initial investment (at opening), personal property: _______________________________ $50,000.00 Real property, additional investment over 10 years (from open): ________________________________ AF $125,000.00 Personal property, additional investment over 10 years (from open): _____________________________ Building / improvement details 6,200 sf Size of building (gross): __________________ 23' 10" Height of building: ___________________________ 2 T Number of floors: _____________________ N/A N/A Number of loading docks: _____________________ Size of warehouse component: (if applicable): _________________ N/A Size of office component: (if applicable): ____________________ N/A Size of showroom/ retail component (if applicable): ______________________ Operation R N/A, existing Is this a start-up of a new operation? _________________________________________________________________ N/A Is this a relocation of an existing operation? ____________________________________________________________ D N/A If relocation, what is current location? _________________________________________________________________ N/A If consolidating, what are the additional locations? ______________________________________________________ 14 Number of employees, at opening: _______________________ $35/hour Anticipated average wages: _____________________________ 3 Number of new employees anticipated on 10 year horizon: ________________________ +/- 200 Anticipated customers / visitor trips to the building, per week: _____________________ 08/15/2022 Intended occupancy date: ___________________ Zionsville Community Development Corporation Appointments: Last Name First Name Type Appt Appointed By Term Expiration McCarthy Patricia 1 yr. Mayor 2022 Pickell Ericka 1 yr. Mayor 2022 Worrell Ben 1 yr. Mayor 2022 Weber Cara 1 yr. RDC 2022 Mattice Brooks 1 yr. RDC 2022 Tammy Kelly 1 yr. Mayor 2022 AF T R D  ARTICLES OF INCORPORATION OF ZIONSVILLE COMMUNITY CORPORATION The undersigned incorporator, desiring to form a corporation (the “Corporation”) pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended (the “Act”), executes the following Articles of Incorporation: ARTICLE I. Name The name of the Corporation is Zionsville Community Corporation. AF ARTICLE II. Classification of Corporation The Corporation is a public benefit corporation. T ARTICLE III. Purposes and Powers Section 3.1. Purposes. The purposes for which the Corporation is formed are: (a) To support the Town of Zionsville, Indiana (the “Town”) in its efforts to promote revitalization, economic opportunity, and community development throughout the Town; and R (b) In furtherance of the aforesaid purposes, to transact any and all lawful business for which corporations may be incorporated under the Act, provided such business is not inconsistent with the Corporation being organized and operated exclusively for charitable purposes. D Notwithstanding the foregoing, purusant to Code Section 509(a)(3), the Corporation is organized, and at all times thereafter will be operated, exclusively for the benefit of, to perform the functions of or to carry out the purposes of the Town. Nothing in these Articles empowers the Corporation to engage in activities which are not in furtherance of the above-mentioned purposes, and the Corporation may not operate to support or benefit organizations other than the Town. Section 3.2. Nonprofit Purposes. (a) The Corporation is organized and operated exclusively for charitable purposes and its activities shall be conducted in such a manner that no part of its net earnings shall inure to the benefit of any member, director, officer or other private person, 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 Section 3.1. (b) No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. (c) Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on: (i) By a corporation exempt from Federal income tax under Code Section 501(c)(3); or AF (ii) By a corporation, contributions to which are deductible under Code Sections 170(c)(2), 2055(a)(2) or 2522(a)(2). Section 3.3. Powers. Subject to any limitation or restriction imposed by the Act, any other law, or any other provisions of these Articles of Incorporation, the Corporation shall have the power: (a) T To do everything necessary, advisable or convenient for the accomplishment of any of the purposes hereinbefore set forth, or which shall at any time appear conducive to or expedient for the protection or benefit of the Corporation, and to do all of the things incidental thereto or connected therewith which are not forbidden by law; (b) To engage in transactions, financial or otherwise, with a class of nonprofit corporations exempt from federal taxation pursuant to Code Section 501(a). Such transactions shall include, but not be limited to, the transfer of assets, bargain sales, the borrowing or leasing R of employees, the sharing of goods or services, the guarantee of the payment of principal, interest or other payment in whatever form on obligations evidenced by any form of indebtedness, and the guarantee of performance of any obligation of any member of said class of nonprofit corporations. Each member of said class shall be affiliated with the Corporation by: (i) supporting the Corporation, being supported by the Corporation, or D supporting or being supported by the same corporation or corporations as the Corporation pursuant to Code Section 509(a), or (ii) being described in Code Sections 501(c)(2) or 501(c)(25), by paying over its income, less expenses, to the Corporation or to an organization described in Section 3.3(b)(i). In any event, the foregoing power or powers shall not be exercised or exercisable in a manner inconsistent with the Corporation’s status under Code Section 501(c)(3); and (c) To have, exercise and enjoy in furtherance of the purposes hereinbefore set forth all the general rights, privileges and powers granted to corporations by the Act, as now existing or hereafter amended, and by the common law.  Section 3.4. Limitations on Powers. If the Corporation is or becomes a private foundation (as defined in Code Section 509(a)), the Corporation shall be subject to the following requirements: (a) The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the taxes on undistributed income imposed by Code Section 4942. (b) The Corporation shall not engage in any act of self-dealing that would subject any person to the taxes imposed on acts of self-dealing by Code Section 4941. (c) The Corporation shall not retain any excess business holdings which would subject it to the taxes on excess business holdings imposed by Code Section 4943. AF (d) The Corporation shall not make any investments in such a manner as to subject it to the taxes on investments that jeopardize charitable purposes imposed by Code Section 4944. (e) The Corporation shall not make any expenditures which would subject it to the taxes on taxable expenditures imposed by Code Section 4945. T ARTICLE IV. Distribution of Assets on Dissolution In the event of the complete liquidation or dissolution of the Corporation, or the winding up of its affairs, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, distribute all the assets and data of the Corporation to the Town. In the event that the the Town disclaims the distribution, the Corporation shall distribute such funds to one or more organizations that are organized and operated exclusively for R charitable purposes as shall at the time qualify as an exempt organization or organizations pursuant to Code Section 501(c)(3), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Judge of the Boone County Circuit Court, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. D ARTICLE V. Term of Existence The Corporation shall have perpetual existence. ARTICLE VI. Registered Office and Registered Agent Section 6.1. Registered Office and Registered Agent. The street address of the Corporation’s registered office is 10855 Creek Way, Zionsville, Indiana 46077, and the name of the Corporation’s registered agent at that office is Wayne DeLong. The undersigned represents that the registered agent has consented to the appointment of registered agent. Section 6.2. Principal Office. The post office address of the principal office of the Corporation is 10855 Creek Way, Zionsville, Indiana 46077. ARTICLE VII. No Members The Corporation shall have no members. ARTICLE VIII. AF Board of Directors Section 8.1. Number and Term of Office. Upon incorporation, the initial Board of Directors shall consist of three (3) directors. Thereafter, the number of directors shall be as specified in or fixed in accordance with the Bylaws of the Corporation; provided, however, that the minimum number of directors shall be three (3). The term of office of a director shall be as T specified in the Bylaws; provided, however, that the term of an elected director shall not exceed five (5) years. Directors may be elected for successive terms. Terms of office of directors may be staggered as specified in the Bylaws. Each director shall have such qualifications as may be specified from time to time in the Bylaws of the Corporation or as required by law. Section 8.2. Qualifications. Each director shall have such qualifications as may be specified from time to time in the Bylaws of the Corporation or as required by law. R Section 8.3. Board of Directors. The names and addresses of the initial Board of Directors of the Corporation are: Name Cara Weber Address 10855 Creek Way D Ericka Pickell Tammy Kelly ARTICLE IX. Zionsville, Indiana 46077 10855 Creek Way Zionsville, Indiana 46077 10855 Creek Way Zionsville, Indiana 46077 Name and Address of Incorporator The name and address of the incorporator of the Corporation are:  Name Address Wayne DeLong 10855 Creek Way Zionsville, Indiana 46077 ARTICLE X. Indemnification Section 10.1. Rights to Indemnification and Advancement of Expenses. The Corporation shall indemnify as a matter of right every person made a party to a proceeding because such person is or was: (a) a member of the Board of Directors of the Corporation, (b) (c) AF an officer of the Corporation, or while a director or officer of the Corporation, serving at the Corporation’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or T other enterprise, whether for profit or not (each an “Indemnitee”), against all liability incurred by such person in connection with the proceeding; provided that it is determined in the specific case that indemnification of such person is permissible in the circumstances because such person has met the standard of conduct for indemnification specified in the Act. The Corporation shall pay for or reimburse the reasonable expenses incurred by an Indemnitee in connection with any such proceeding in advance of final disposition thereof in accordance with the procedures and subject to the conditions specified in the Act. The Corporation shall indemnify as a matter of right an Indemnitee who is wholly successful, on the R merits or otherwise, in the defense of any such proceeding against reasonable expenses incurred by the person in connection with the proceeding without the requirement of a determination as set forth in the first sentence of this paragraph. Upon demand by a person for indemnification or advancement of expenses, as the case may be, the Corporation shall expeditiously determine whether the person is entitled thereto in D accordance with this Article and the procedures specified in the Act. The indemnification provided under this Article shall be applicable to any proceeding arising from acts or omissions occurring before or after the adoption of this Article. Section 10.2. Other Rights Not Affected. It is the intent of this Article to provide indemnification to directors and officers to the fullest extent now or hereafter permitted by law consistent with the terms and conditions of this Article. Nothing contained in this Article shall limit or preclude the exercise of, or be deemed exclusive of, any right under the law, by contract or otherwise, relating to indemnification of or advancement of expenses to any person who is or was a director, officer, employee or agent of the Corporation, or the ability of the Corporation to otherwise indemnify or advance expenses to any such individual.  Notwithstanding any other provision of this Article, there shall be no indemnification with respect to matters as to which indemnification would result in inurement of net earnings of the Corporation “to the benefit of any private shareholder or individual,” or an “excess benefit transaction” within the meaning of Code Sections 501(c)(3) or 4958. Section 10.3. Definitions. For purposes of this Article: (a) A person is considered to be serving an employee benefit plan at the Corporation’s request if the person’s duties to the Corporation also impose duties on, or otherwise involve services by, the person to the plan or to participants in or beneficiaries of the plan. (b) The estate or personal representative of a person entitled to indemnification or advancement of expenses shall be entitled hereunder to indemnification and advancement of AF expenses to the same extent as the person. (c) The term “expenses” includes all direct and indirect costs (including, without limitation, counsel fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or out-of-pocket expenses) actually incurred in T connection with the investigation, defense, settlement or appeal of a proceeding or establishing or enforcing a right to indemnification under this Article, applicable law or otherwise. (d) The term “liability” means the obligation to pay a judgment, settlement, penalty, fine, excise tax (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred with respect to a proceeding. (e) The term “party” includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding. R (f) The term “proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal. IN WITNESS WHEREOF, the undersigned incorporator executes these Articles of D Incorporation and verifies subject to penalties of perjury that the facts contained herein are true. Dated this ___________ day of _______________________, 2021. Wayne DeLong, Incorporator This instrument was prepared by Sterling W. Shown, Attorney-at-Law, ICE MILLER LLP, One American Square, Suite 2900, Indianapolis, Indiana 46282-0200.  BYLAWS OF ZIONSVILLE COMMUNITY CORPORATION ARTICLE I. Board of Directors Section 1.1. Duties and Qualifications. The business and affairs of the Zionsville Community Corporation (the “Corporation”) shall be managed by the Board of Directors. Section 1.2. Number, Term and Appointment. The Board of Directors shall consist of nine (9) to eleven (11) directors, with the exact number of directors specified from time to time AF by resolution of the Board of Directors consistent with the following appointment requirements: (a) Mayoral Appointments: At all times, 2/3 of the directors (rounded “up” to the nearest whole number) shall be appointed by the Mayor of Zionsville, Indiana (the “Town”) on behalf of the Town; and T (b) Zionsville Redevelopment Commission Appointments: At all times, the balance of the directors shall be appointed by the Zionsville Redevelopment Commission. The directors shall be appointed for a term of one (1) year. Other than the initial directors, the directors shall be appointed at the annual meeting of the directors by the appointing person or entity. Despite the expiration of a director’s term, the director continues to serve until a successor is duly appointed and qualified or until there is a decrease in the number of directors. Section 1.3. Vacancies. Any vacancy among the directors caused by death, R resignation, removal, increase in the number of directors or otherwise shall be filled by the person or entity who appointed the director causing the vacancy. The term of office of a director chosen to fill a vacancy shall expire at the later of the expiration of the unexpired term which the director was chosen to fill, or at such time as a successor shall be duly appointed and qualified. Section 1.4. Removal. Any director may be removed, with or without cause, by the D person or entity who appointed the director. Section 1.5. (a) Meetings Annual Meetings. Unless the Board of Directors determines otherwise, it shall meet during the first Wednesday of the third month of each year, at the location selected by the board, for the purpose of election of directors and officers of the Corporation and consideration of any other business which may be brought before the meeting. (b) Regular Meetings. Regular meetings of the Board of Directors may be held pursuant to a resolution of the Board to such effect and shall be held whenever convenient for the Board of Directors.  (c) Special Meetings. Special meetings of the Board of Directors may be held upon the call of the President or a majority of the directors then in office. (d) Notice of Meetings (i) Annual Calendar. At the last board meeting of each calendar year, the board shall adopt a resolution setting forth a calendar of the annual and regular meetings of the Board of Directors for the upcoming year. This board resolution will serve as notice of each of the meetings set forth on the annual calendar. (ii) Annual Meeting. If the Corporation changes the date of the annual meeting from the date set forth in the annual calendar, the directors shall receive notice at least fourteen (14) days before the annual meeting. AF (iii) Regular Meetings. If the Corporation changes the date of any regular meeting from the date set forth in the annual calendar, the directors shall receive notice at least seven (7) days before the regular meeting. (iv) Special Meetings. The directors shall receive notice at least forty-eight (48) hours’ prior to any special meeting. (v) T Method of Notice. Notice shall be given to each director, specifying the date, time, place and purpose of the meeting, either personally or by regular mail, electronic mail, or facsimile transmission. (vi) Waiver of Notice. A director may waive any required notice of an annual, regular, special, or committee meeting. The waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the R director at the beginning of the meeting, or promptly upon the director's arrival, objects to holding the meeting or transacting business at the meeting and does not vote for or assent to action taken at the meeting. Section 1.6. Participation. A director may participate in any meeting of the Board of D Directors by or through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating by this means is considered to be present in person at the meeting. For example, board meetings may be held exclusively by conference call, video conference, or other virtual or telephonic means. Section 1.7. Quorum; Voting. A majority of the directors in office when action is taken, but in no event fewer than two (2) directors, shall be necessary to constitute a quorum for the transaction of any business at a meeting of the Board of Directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of the directors present when the act is taken shall be the act of the Board of Directors, unless the act of a greater number is required by law, the Articles of Incorporation or these Bylaws. 2  Section 1.8. Action by Consent. (a) Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if the action is taken by all directors. The action must be evidenced by at least one (1) written consent describing the action to be taken, signed by each director and included in the minutes or filed with the corporate records reflecting the action taken. Action taken under this Section is effective when the last director signs the consent, unless the consent specifies a prior or subsequent effective date. (b) Subject to satisfying the requirements provided in Section 1.8(a), the Board of Directors may take any action electronically as contemplated by the Indiana Uniform Electronic Transactions Act (“UETA”). For the sake of clarity and avoidance of doubt, subject to the requirements of the UETA, written consent by the Board of Directors can be undertaken via email, or other electronic record communication, if the written consent setting forth the action to AF be taken is circulated to all directors via email, or other electronic record communication, and the directors indicate their approval unanimously by return email or other approved electronic record communication. The Corporation shall confirm with each director the electronic address or addresses, such as an email address or text message number, for that director to be used for purposes of sending and receiving email, text or other electronic record communications, and for the purpose of notices to and from the Corporation, and shall maintain such information as part T of the Corporation’s current records, which may be maintained electronically. The Corporation shall provide its electronic address, and the electronic addresses of the other members of the Board of Directors, to be used for purposes of taking such action. The Board of Directors may provide for any particular requirements, method or means for taking action electronically and for notices to and from the Corporation and its directors, in which case the action to be taken shall be taken in accordance with such requirements, method or means. Section 1.9. Committees. The Board of Directors may from time to time create and R appoint standing, special or other committees to undertake studies, make recommendations and carry on functions for the purpose of efficiently accomplishing the purposes of the Corporation. Committees, to the extent specified by the Board of Directors, may exercise the powers, functions or authority of the Board of Directors, except where prohibited by law; provided, however, that if a committee is to exercise board powers, functions, or authority, (a) all the persons serving on the committee must be directors, (b) there must be at least two (2) persons on D the committee and (c) the creation of the committee and the appointment of its members shall be by a majority of all directors in office when the action is taken. ARTICLE II. Officers Section 2.1. Officers and Qualifications Therefor. The officers of the Corporation shall consist of a President, a Vice President, a Secretary and a Treasurer. The officers shall be chosen by the Board of Directors. Any two (2) or more offices may be held by the same person. 3  Section 2.2. Terms of Office. Each officer of the Corporation shall be elected by the Board of Directors at its annual meeting and shall hold office for a term of one (1) year and until a successor shall be duly elected and qualified, or until resignation, removal or death. Section 2.3. Vacancies. Whenever any vacancies shall occur in any of the offices of the Corporation for any reason, the same may be filled by the Board of Directors, and any officer so elected shall hold office until the expiration of the term of the officer causing the vacancy and until the officer’s successor shall be duly elected and qualified. Section 2.4. Removal. Any officer of the Corporation may be removed, with or without cause, at any time by the Board of Directors. Section 2.5. Compensation. The officers of the Corporation shall receive no compensation for their services in such offices. AF ARTICLE III. Powers and Duties of Officers Section 3.1. President. The President, if present, shall preside at all meetings of the T Board of Directors. At each annual meeting of directors, the President or the President’s designee shall report on the activities of the Corporation. Subject to the general control of the Board of Directors, the President shall manage and supervise all of the affairs of the Corporation, shall perform all of the usual duties of the chief executive officer of a corporation and shall have such other powers and duties as these Bylaws, the Board of Directors or an officer authorized by the Board of Directors may prescribe. Section 3.2. Vice President. Subject to the general control of the Board of Directors, if the President is not present, the Vice President shall discharge all the usual functions of the R President and shall have such other powers and duties as these Bylaws, the Board of Directors or an officer authorized by the Board of Directors may prescribe. Section 3.3. Secretary. The Secretary shall attend all meetings of the Board of Directors, and prepare, keep or cause to be kept, a true and complete record and minutes of the proceedings of such meetings, and shall perform a like duty, when required, for all committees D appointed by the Board of Directors. If required, the Secretary shall attest the execution by the Corporation of deeds, leases, agreements and other official documents. The Secretary shall attend to the giving and serving of all notices of the Corporation required by these Bylaws, shall have custody of the books (except books of account) and records of the Corporation, shall be responsible for authenticating records of the Corporation and in general shall perform all duties pertaining to the office of Secretary and shall have such other powers and duties as these Bylaws, the Board of Directors or an officer authorized by the Board of Directors may prescribe. Section 3.4. Treasurer. The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. The Treasurer shall have charge and custody of, and be responsible for, all funds, notes, securities and other valuables which may from time to time come into the possession of the Corporation and shall deposit, or cause to be deposited, all funds of the Corporation with such depositories as 4 the Board of Directors shall designate. At each annual meeting of the directors, the Treasurer, or the Treasurer’s designee, shall report on the financial condition of the Corporation. The Treasurer, or the Treasurer’s designee, shall furnish, at meetings of the Board of Directors or whenever requested, a statement of the financial condition of the Corporation, and in general shall perform all duties pertaining to the office of Treasurer and shall have such other powers and duties as these Bylaws, the Board of Directors or an officer authorized by the Board of Directors may prescribe. Section 3.5. Assistant Officers. The Board of Directors may from time to time designate and elect assistant officers who shall have such powers and duties as the officers whom they are elected to assist shall specify and delegate to them and such other powers and duties as these Bylaws or the Board of Directors may prescribe. An Assistant Secretary may, in the absence or disability of the Secretary, attest the execution of all documents by the Corporation. AF ARTICLE IV. Miscellaneous Section 4.1. Corporate Seal. The Corporation may, but need not, have a corporate seal. The form of any such corporate seal may be specified in a resolution of the Board of Directors. T A corporate seal, however, shall not be required for any purpose, and its absence shall not invalidate any document or action. Section 4.2. Execution of Contracts and Other Documents. Unless otherwise ordered by the Board of Directors, all written contracts and other documents entered into by the Corporation shall be executed on behalf of the Corporation by the President or Vice President and, if required, attested by the Secretary or an Assistant Secretary. Section 4.3. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 of R each year and end on the immediately following December 31. ARTICLE V. Amendments D Subject to law and the Articles of Incorporation, the power to make, alter, amend or repeal all or any part of these Bylaws is vested in the Board of Directors. The Corporation must provide notice to the directors of any meeting at which an amendment to the Bylaws is to be considered and voted upon. Secretary’s Initials Date: 5  CONFLICT OF INTEREST POLICY OF ZIONSVILLE COMMUNITY CORPORATION Section 1. Purposes. The proper governance of Zionsville Community Corporation (the “Corporation”) depends upon directors who give of their time for the benefit of their community. The giving of this service, because of the varied interests and backgrounds of the directors, may result in situations involving a dual interest that might be interpreted as a conflict of interest. This service should not be rendered impossible solely by reason of duality of interest or possible conflicts of interest. This service nevertheless carries with it a requirement of loyalty and fidelity to the Corporation, it being the responsibility of the Board of Directors (the “Board”) to govern the Corporation’s affairs honestly and economically, exercising their best care, skill and judgment for the benefit of the Corporation. AF Based on the foregoing, the purpose of this Conflict of Interest Policy (this “Policy”) is to protect the interest of the Corporation when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a director, principal officer, key employee or member of a committee with Board-delegated powers of the Corporation while recognizing T that it would disadvantage the Corporation to deprive it of the involvement of interested colleagues. Section 2. Definitions. (a) Interested Person. Any director, principal officer, key employee or member of a committee with Board-delegated powers who has a financial interest or conflict of loyalty, each as defined below, is an Interested Person. R (b) Financial Interest. A person has a financial interest if the person has, or as a result of the transaction at issue will have, a compensation or other financial arrangement with the Corporation, including but not limited to, a sale, exchange or leasing of property; the lending of money or other extension of credit; the furnishing of goods, services or facilities, including specifically the provision of D services as a vendor; the payment of compensation (or payment or reimbursement of expenses); or the receipt of, or use of, the income or assets of the Corporation. In identifying and disclosing a Financial Interest, an Interested Person shall consider and disclose all personal Financial Interests, together with any Financial Interest involving: i. His or her family members, including but not limited to, his spouse, ancestors, children, grandchildren, great grandchildren and the spouses of children, grandchildren and great grandchildren; or ii. Any Corporation, partnership or other legal entity in which the Interested Person (together with all family members described in Section 2(b)i.  above or other Interested Persons): A. Holds a position of influence or control, such as but not limited to, as trustee, director, Chair, chief executive officer, chief operating officer, chief financial officer or treasurer; or B. Owns greater than 20% of the total combined voting power. (c) Conflict of Loyalty. It is the intent of this Policy that the definition of “Financial Interest” above shall control in determining whether a person has a conflict of interest or conflict of loyalty in the context of a commercial enterprise. In the context of a nonprofit organization or governmental entity, a person has a conflict of loyalty if the person has, directly or indirectly, through business or family, an AF interest or relationship with the nonprofit or governmental entity that prohibits or inhibits, or potentially prohibits or inhibits, the person from exercising independent judgment in the best interests of the Corporation, such as by serving as a director or employee of, or providing goods or services to or for, the nonprofit or governmental entity with which the Corporation has, or is negotiating, a transaction or arrangement. Section 3. (a) (b) T Procedures. Duty to Disclose. In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence and nature of his or her Financial Interest or conflict of loyalty to the directors and members of committees with Board-delegated powers considering the proposed transaction or arrangement. Financial Interest – Determining Whether a Conflict of Interest Exists. R i. Upon disclosure of a Financial Interest, the Interested Person shall leave the Board or committee meeting while the Financial Interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists by a two-thirds (2/3) vote. D (c) ii. If it is determined that a conflict of interest exists, the Board or committee shall proceed as provided in Section 3(c). Financial Interest – Addressing the Conflict of Interest. i. The President or committee may, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. ii. After exercising due diligence, the Board or committee shall determine whether the Corporation can obtain a more advantageous transaction or 2  arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest. iii. If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Board or committee shall determine by a majority vote of the directors (excluding an Interested Person who has a Financial Interest) whether the transaction or arrangement is in the Corporation’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. iv. In determining whether to enter into the transaction or arrangement under AF Section 3(c)iii., the Board or committee may request that the Interested Person provide additional information to the Board or committee. The Interested Person shall not be present or participate in the vote on whether to enter into such transaction but may be counted for purposes of determining the existence of a quorum. If the Interested Person is counted for quorum purposes, the action must be approved by a sufficient number T of votes based upon that quorum. For example, if a majority vote of the quorum is required to approve an action, and eight (8) directors constitute a quorum, the action must be approved by five (5) of the seven (7) disinterested directors voting on the transaction or arrangement. (d) Conflict of Loyalty. Upon disclosure of a conflict of loyalty, the Board or committee shall proceed with a vote on the proposed transaction or arrangement after the exercise of due diligence and the investigation of alternatives to determine whether a more advantageous transaction or arrangement exists. The R (e) director with a conflict of loyalty may provide information to the Board or committee upon request, may vote on whether to enter into such transaction or arrangement, and may be counted for quorum purposes. Violations of the Conflict of Interest Policy. D i. ii. If the Board or committee has reasonable cause to believe that an Interested Person has failed to disclose actual or possible conflicts of interest, it shall inform the Interested Person of the basis for such belief and afford the Interested Person an opportunity to explain the alleged failure to disclose. If, after hearing the response of the Interested Person and making such further investigation as may be warranted in the circumstances, the Board or committee determines that the Interested Person has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. 3  Section 4. No Excess Benefit Transaction. In considering any transaction or conflict of interest, the Corporation shall avoid any excess benefit transaction as defined by Section 4958 of the Internal Revenue Code of 1986, as amended, and corresponding Treasury Regulations. Section 5. Records of Proceedings. The minutes of the Board and all committees with Board-delegated powers shall contain: (a) the names of the persons who disclosed or otherwise were found to have a Financial Interest or conflict of loyalty in connection with an actual or possible conflict of interest, the nature of the Financial Interest or conflict of loyalty, any action taken to determine whether a conflict of interest was present, and the Board’s or committee’s decision as to whether a conflict of interest in fact existed; and (b) AF the names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection therewith. T Section 6. Annual Statements. Each director, principal officer, key employee and member of a committee with Board-delegated powers shall annually sign a statement similar to that attached as Exhibit A which affirms that such person: (a) has received a copy of the Policy; (b) has read and understands the Policy; R (c) (d) has agreed to comply with the Policy; and understands that the Corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. D Section 7. Periodic Reviews. To ensure that the Corporation operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, assess whether compensation arrangements and benefits are reasonable and are the result of arm’s-length bargaining. Section 8. Use of Outside Experts. In conducting the periodic reviews provided for in Section 7, the Corporation may, but need not, use outside advisors. If outside advisors are used, their use shall not relieve the Board of its responsibility for ensuring that periodic reviews are conducted. 4  EXHIBIT A CONFLICT OF INTEREST STATEMENT To: Board of Directors, Zionsville Community Corporation I, the undersigned, associated with Zionsville Community Corporation (the “Corporation”) in a capacity of director, principal officer, key employee or member of a committee with Board-delegated powers represent that as of the date specified below, I have the Financial Interests described below. In accordance with the Corporation's duly adopted Conflict of Interest Policy (the “Policy”), I understand that I have a “Financial Interest” if I have, or as a result of a transaction at issue will have, a compensation or other financial arrangement with the Corporation, including AF but not limited to, a sale, exchange or leasing of property; the lending of money or other extension of credit; the furnishing of goods, services or facilities, including specifically the provision of services as a vendor; the payment of compensation (or payment or reimbursement of expenses); or the receipt of, or use of, the income or assets of the Corporation. T Furthermore, I have a “Financial Interest” if I, together with my family: A. Hold a position of influence or control, such as but not limited to, as trustee, director, Chair, chief executive officer, chief operating officer, chief financial officer or treasurer of a Corporation, partnership or other legal entity that enters a transaction with the Corporation; or B. Own greater than 20% of the total combined voting power of a Corporation, partnership or other legal entity that enters a transaction with the R Corporation. As of this date, I have the following Financial Interests: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ D ______________________________________________________________________________ As of this date, I am employed by, or am a principal of: ______________________________________________________________________________ ______________________________________________________________________________ I declare that I will inform the President (or in the case of the President, the Board of Directors) of the Corporation, in writing, of any material change in the information I have provided herein. I do further specifically represent that I have received a copy of the Policy, that I have A-1 read and understand the Policy and that I agree to comply with the Policy in every respect. I understand that the Corporation is a charitable organization and that in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. I hereby affirm that the foregoing information is correct and complete. Signed: ___________________________________ Printed Name: _____________________________ Dated: ____________________________________ AF T R D A-2  EXECUTIVE COMPENSATION AND INTERMEDIATE SANCTIONS POLICY OF ZIONSVILLE COMMUNITY CORPORATION Section 1. Introduction and Purpose. This Executive Compensation and Intermediate Sanctions Policy (this “Policy”) is hereby established by Zionsville Community Corporation (the “Corporation”) to ensure that its compensation arrangements with related parties are evaluated and entered at arms’ length and that any compensation that is paid to a related party is reasonable and reflects fair market value. More specifically, this Policy is intended to manage and avoid the entering into of transactions which would constitute an “excess benefit transaction” as that term is defined in Section 4958 of the Internal Revenue Code of 1986, as amended (the “Code”). AF The Corporation is an Indiana nonprofit corporation and is exempt from federal income taxation as an organization described in Code Section 501(c)(3). The Corporation is an organization subject to the taxes on excess benefit transactions as set forth in Code Section 4958. Accordingly, it is the intent of the Corporation to avoid any transaction which could give rise to T the excise (penalty) taxes imposed by Code Section 4958. Section 2. Definitions. The following terms as used in this Policy are more fully defined in Code Section 4958 and the Treasury Regulations (the “Regulations”) issued pursuant thereto. Key definitions can be summarized as follows: a. The term “Disqualified Person” means a person who is or has been in a position to exercise substantial influence over the affairs of the Corporation during the five years ending on the date of the transaction, a member of his or her family, or an R entity in which the disqualified person has in excess of thirty-five (35%) percent control. Persons holding the following powers and responsibilities are deemed to be in a position to exercise substantial control over an organization: voting members of the governing body, the president, the chief executive officer, the chief operating officer, the treasurer and the chief financial officer. Others may be in a position to exercise substantial control over the Corporation if the facts D b. and circumstances justify such a conclusion. The term “Excess Benefit” means the amount by which the value of the economic benefit provided by the Corporation directly or indirectly to or for the use of a Disqualified Person exceeds the consideration received from the Disqualified Person. In other words, an “Excess Benefit” occurs if the Disqualified Person receives better economic terms than the Corporation when they engage in a transaction. c. The term “Excess Benefit Transaction” means any transaction in which an economic benefit is provided by the Corporation directly or indirectly to or for the use of any Disqualified Person, if the value of the economic benefit provided exceeds the value of the consideration, including services, received for providing  such benefit. In other words, an “Excess Benefit Transaction” is a transaction with economic terms that benefit a Disqualified Person at the expense of the Corporation. d. The term “Fixed Payment” means a payment made in exchange for the provision of specified services or property, the amount of which is specified in a contract or determined by a fixed formula specified in a contract. A Fixed Payment may include an amount that depends upon specified future contingencies or events, including revenues generated by the Corporation, provided that no person is permitted to exercise discretion when calculating the amount thereof or determining whether or not to make such payment. Section 3. General Rule. The Corporation intends to avoid any Excess Benefit Transaction whereby Excess Benefit is bestowed upon a Disqualified Person, as all these terms AF are defined. Transactions which present the risk of bestowing Excess Benefit will be scrupulously avoided. When a potential risk is identified, the procedures set forth below should be followed to manage the identified risk. Section 4. Procedures For Establishing A Rebuttable Presumption That A Transaction Is Not An Excess Benefit Transaction. Pursuant to the Regulations issued under T Code Section 4958, a rebuttable presumption that a transaction is not an Excess Benefit Transaction may be established. The Board of Directors of the Corporation (the “Board”) will endeavor to establish the foregoing presumption by reviewing transactions which raise the risk of Excess Benefit. Persons having a conflict of interest will be excluded from this decision making process. If necessary, a subcommittee which may include directors as well as others who are free of conflict of interest may be formed for this purpose. The Board will accomplish this by complying with the following procedures whenever a potential risk is identified: a. The transaction shall be approved in advance by the Corporation’s Board, a R committee of the Board, or other parties authorized by the Board to act on its behalf (to the extent permitted by state law) composed entirely of individuals who do not have a conflict of interest with respect to the transaction (the “Decision Making Body”). D i. A person has a conflict of interest if that person: (1) (2) is a Disqualified Person (or a family member thereof) that is participating in or economically benefiting from the transaction at issue; is in an employment relationship subject to the direction or control of a Disqualified Person (or a family member thereof) that is participating in or economically benefiting from the transaction at issue; (3) receives compensation subject to approval by a Disqualified Person (or a family member thereof) that is participating in or 2  economically benefiting from the transaction at issue; (4) has a material financial interest affected by the transaction; or (5) has previously received, or anticipates receiving, an economic benefit through a transaction approved, or to be approved, by a Disqualified Person (or a family member thereof) that is participating in or economically benefiting from the transaction at issue. b. The Decision Making Body shall obtain and rely upon appropriate data as to the comparability of the terms of the transaction prior to making its decision. i. The Decision Making Body has appropriate comparability data if, considering the knowledge and expertise of its members, it has sufficient information to determine that the transaction in its entirety is reasonable or AF at fair market value. ii. Relevant information with respect to a compensation transaction includes: (1) compensation paid by similar organizations for functionally comparable positions; iii. T (2) (3) (4) the availability of similar services within the geographic area; current compensation surveys performed by independent firms; and written offers from competing entities for the services of the Disqualified Person. If the Corporation’s annual gross receipts are less than one million dollars, the Corporation will have considered appropriate comparability data as to a compensation arrangement if it has data on compensation paid by three R iv. comparable organizations in the same or similar communities for similar services. Relevant information with respect to a property transaction includes: D c. (1) (2) current independent appraisals; and offers received in a competitive and open bidding process. The Decision Making Body shall adequately document the basis for its determination concurrently with making that decision. i. Adequate documentation must include: (1) the terms of the transaction approved; (2) the date the transaction is approved; (3) the members of the Decision Making Body present during debate 3  and who participated in voting; (4) the comparability data obtained and relied upon and how it was obtained; and (5) any actions taken by anyone on the Decision Making Body who had a conflict of interest with respect to the transaction. In the event the Corporation wishes to establish the foregoing presumption with respect to a payment which is not a Fixed Payment, the Corporation will ensure that the procedures described above have been satisfied only after the exact amount of such payment has been determined, or a fixed formula for calculating the payment has been specified. To the extent additional guidance is needed by the Decision Making Body in its deliberations, the Regulations under Code Section 4958 and/or legal counsel may be consulted for insight and guidance. Section 5. AF Rules Relating To Compensation For Services. If the Corporation intends to compensate a Disqualified Person for services rendered to the Corporation, the Decision Making Body shall clearly indicate its intent to treat the economic benefit as compensation for services by providing written substantiation that is contemporaneous with the payment of the compensation. In addition to the substantiation required by Section 4c., the T Decision Making Body shall develop the following written substantiation with respect to compensation payments to a Disqualified Person: a. b. The Corporation shall report the economic benefit given to the Disqualified Person as compensation on an original Federal tax information return (e.g., Form 990, Form W-2, or Form 1099); or The Corporation shall reflect its intent that the economic benefit be considered compensation for services through: R i. ii. An approved written employment or consulting contract executed on or before the date of the compensation payment; or Written resolutions of the Decision Making Body indicating that it D approved the compensation payment for services on or before the date of the payment. 4  UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ZIONSVILLE COMMUNITY CORPORATION TO ACTION WITHOUT A MEETING The undersigned, being all of the members of the Board of Directors of Zionsville Community Corporation (the “Corporation”), do hereby consent to the following actions to be taken without a meeting of the Board of Directors: I. Adoption of Bylaws WHEREAS, the Board of Directors of the Corporation deems it desirable and in the best interests of the Corporation to adopt Bylaws in order to set forth the AF governance structure of the Corporation. NOW, THEREFORE, BE IT RESOLVED, that the Bylaws, attached to this Consent and made a part hereof as Exhibit A, be and hereby are adopted as the Bylaws of the Corporation. T RESOLVED FURTHER, that the Secretary of the Corporation be and hereby is authorized and directed to initial the original of such Bylaws and place the same in the minute book of the Corporation. II. Adoption of Executive Compensation and Intermediate Sanctions Policy WHEREAS, the Board of Directors of the Corporation deems it desirable and in the best interests of the Corporation to adopt a policy regarding executive R compensation and intermediate sanctions. NOW, THEREFORE, BE IT RESOLVED, that the Executive Compensation and Intermediate Sanctions Policy, attached to this Consent and made a part hereof as Exhibit B, be and hereby is adopted. D III. Adoption of Conflict of Interest Policy WHEREAS, the Board of Directors of the Corporation deems it desirable and in the best interests of the Corporation to adopt a policy regarding conflicts of interest. NOW, THEREFORE, BE IT RESOLVED, that the Conflict of Interest Policy of the Corporation attached to this Consent and made a part hereof as Exhibit C, be and hereby is adopted.  IV. Election of Officers WHEREAS, the Board of Directors of the Corporation deems it desirable and in the best interests of the Corporation to elect officers of the Corporation. NOW, THEREFORE, BE IT RESOLVED, that the following persons be and hereby are elected to the offices of the Corporation listed opposite their names, each to serve until the next annual meeting and until his or her successor is duly elected and qualified: President: Cara Weber Vice President: Tammy Kelly AF Treasurer: Secretary: Ben Worrell Ericka Pickell V. Designation of Bank T WHEREAS, the Board of Directors of the Corporation deems it desirable and in the best interests of the Corporation to designate a depository institution and individuals who are authorized to act on behalf of the Corporation as it relates to such depository institution. NOW, THEREFORE, BE IT RESOLVED, that Old National Bank (the “Bank”) be and hereby is designated a depository in which funds of this Corporation may be deposited by its officers, agents and employees, and that the R President, Vice President and Treasurer of the Corporation, singly shall be and hereby are authorized to ENDORSE ANY AND ALL CHECKS, DRAFTS, NOTES, BILLS OF EXCHANGE AND ORDERS FOR THE PAYMENT OF MONEY, either belonging to or coming into possession of the Corporation for deposit. Endorsements for deposit may be by the written or stamped endorsement of the Corporation without designation of the persons making the endorsement. D RESOLVED FURTHER, that the President, Vice President and Treasurer of the Corporation, singly shall be and hereby are authorized to SIGN ANY AND ALL CHECKS, DRAFTS AND ORDERS, including orders or directions in informal or letter form, against any funds at any time standing to the credit of this Corporation with the Bank, and/or against any account of this Corporation with the Bank, and that the Bank hereby is authorized to honor any and all checks, drafts and orders so signed, including those drawn to the individual order of any such officer and/or other person signing the same, without further inquiry or regard to the authority of said officer and/or person or the use of said checks, drafts and orders, or the proceeds thereof. 2  RESOLVED FURTHER, that each of the foregoing shall continue in force until express written notice of its rescission or modification has been received by the Bank. RESOLVED FURTHER, that the Secretary of the Corporation is hereby authorized to certify to the Bank that the Board of Directors has adopted by consent any resolution or resolutions not inconsistent with the foregoing which may be required by the Bank in connection with its designation as depository, and the same are hereby adopted and incorporated herein by reference. VI. Purchase of Director and Officer Liability Insurance WHEREAS, the Board of Directors of the Corporation deems it desirable and in the best interests of the Corporation to purchase director and officer liability insurance. AF NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the Corporation hereby authorizes the directors and officers of the Corporation to receive proposals for coverage and secure such insurance. T RESOLVED FURTHER, that the Board of Directors of the Corporation hereby authorizes the purchase of director and officer liability insurance and the payment of the premium thereon. RESOLVED FURTHER, that any and all acts of the directors and officers concerning the procurement and purchase of such insurance are hereby ratified. RESOLVED FURTHER, that each of the directors and officers be and R hereby is authorized to execute any and all documents associated with the purchase of director and officer liability insurance and the payment of the premium thereon. VII. Filing of Federal and State Tax-Exemption Applications WHEREAS, the Board of Directors of the Corporation deems it desirable D and in the best interests of the Corporation to authorize the officers of the Corporation and the Corporation’s legal representatives at Ice Miller LLP to file, or cause to be filed, the applications for recognition of exemption from federal and state taxation. NOW, THEREFORE, BE IT RESOLVED, that the officers of the Corporation and the Corporation’s legal representatives at Ice Miller LLP are hereby authorized and directed to prepare and file, or cause to be prepared and filed, the applications for recognition of exemption from federal and state taxation with the appropriate governmental authorities and to take whatever additional steps are necessary or appropriate to obtain and maintain recognition of the Corporation’s exempt status. 3  VIII. Ratification of Incorporator’s Acts WHEREAS, the Board of Directors of the Corporation deems it desirable and in the best interests of the Corporation to ratify the acts of the incorporator concerning the incorporation of the Corporation. NOW, THEREFORE, BE IT RESOLVED, that the acts of the incorporator concerning the incorporation of the Corporation are hereby ratified. RESOLVED FURTHER, that the Treasurer of the Corporation is authorized to pay all of the organizational expenses of the Corporation out of the funds of the Corporation, which expenses may include, but are not limited to: various filing and recording fees, corporate minute book fee and various professional fees for advice concerning organization, accounting, taxes and other matters. AF IX. Miscellaneous WHEREAS, the Board of Directors of the Corporation deems it desirable T and in the best interests of the Corporation to allow this Consent to be executed in multiple counterparts. NOW, THEREFORE, BE IT RESOLVED, that that this Consent may be executed in multiple counterparts, which together shall constitute the original Consent for purposes of filing in the minute book of the Corporation. R Dated:___________________________ Dated:___________________________ Cara Weber Ericka Pickell D Dated:___________________________ Tammy Kelly 4