Under the Articles of Incorporation (set forth below), an advisory committee has been established. This committee reports to the athletic corporation’s Board of Directors and provides input to the Board and the Director of Athletics on matters related to the intercollegiate athletics program.
AMENDED AND RESTATED ARTICLES OF INCORPORATION KANSAS ATHLETICS, INCORPORATED
(Originally incorporated under the name “The University of Kansas Physical Education Corporation” by Charter filed with the Kansas Secretary of State on July 16, 1925)
The following Amended and Restated Articles of Incorporation, which restate, integrate, and further amend the Corporation’s charter as heretofore amended and supplemented, were duly proposed and adopted by the Corporation’s board and by its members at a regularly scheduled meeting of such board and members duly called, convened, and held on June 21, 2011 all in accordance with the provisions of the corporation laws of the State of Kansas (K.S.A. 17-6001 et seq.), and, more particularly, in accordance with the provisions of K.S.A. 17-6602 and 17-6605:
ARTICLE FIRST: The name of this Corporation is “Kansas Athletics, Incorporated.”
ARTICLE SECOND: The address of this Corporation’s registered office in this state is 205 Wagnon Student Athlete Center, University of Kansas, Lawrence, Douglas County, Kansas 66045. The name of this Corporation’s resident agent at such address is Sheahon Zenger.
ARTICLE THIRD: This Corporation is organized NOT for profit, and the purposes for which it is formed are to develop intercollegiate athletic teams composed of students at the University of Kansas and to schedule and manage intercollegiate athletic contests, all in harmony with and subject to the general educational policies of the University of Kansas, and the Constitution of the National Collegiate Athletic Association; to collect and own the receipts from such contests and such other moneys and goods as may be given or granted to the Corporation; to expend and disburse such receipts, gifts, and grants in the interests of the intercollegiate athletic program at the University of Kansas; to borrow money for the aforesaid purposes; to own and lease, either or both, such real and personal property, either or both, as is necessary, proper, or advisable for the aforesaid purposes; and, in general, to do any and all things incidental to or necessary, proper, or advisable for the carrying out of its purposes aforesaid. 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 Corporation’s purposes. 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 or in opposition to any candidate for public office. Notwithstanding any other provision of this document, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE FOURTH: This Corporation shall NOT have authority to issue capital stock.
ARTICLE FIFTH: The business of this Corporation shall be managed and its affairs shall be conducted by a Board of Directors, consisting of the Chancellor of the University of Kansas, the University of Kansas Director of Intercollegiate Athletics, the University Chief Business and Financial Planning Officer, the University’s Faculty Athletics Representative to the Big 12 Conference, a Senior Administrator appointed by the University Provost, the University Vice Provost for Student Success, and the Student Body President of University of Kansas, Lawrence, campus. There may also be such non-voting members of the Board of Directors as are designated in the Corporation’s Bylaws as from time to time amended.
The Chancellor of the University of Kansas has ultimate responsibility and final authority for the conduct and administration of all aspects of the athletics program and the Chancellor may cause the corporation to proceed as he or she determines to be in the best interest of the athletics program and the University, notwithstanding decisions made by the Board of Directors.
There shall also be established an Athletics Advisory Committee for Intercollegiate Athletics that will report to the Board of Directors and provide input to the Director of Intercollegiate Athletics. It will consist of the Board of Directors and such other persons as specified in the Bylaws as from time to time amended, but shall be constituted at all times consistent with the Constitution of the National Collegiate Athletic Association. The exact number of the Advisory Committee, their qualifications, the manner of their selection (whether by election, appointment or otherwise), and their terms of office shall be as specified in the Corporation’s Bylaws as from time to time amended. The Advisory Committee shall meet and be available to advise, consult with, and upon request, recommend to the Board of Directors as to policies, procedures, and actions that will further the purposes of this Corporation. The Advisory Committee has no authority to govern the Corporation.
ARTICLE SIXTH: The seven directors of this Corporation shall constitute its only seven members, and all meetings of the Board of Directors and all action taken at such meetings shall automatically constitute meetings of and actions taken by the members of this Corporation. All conditions of membership in this Corporation, if any, other than those expressly set forth in these Articles of Incorporation, shall be specified in the Corporation’s Bylaws as from time to time amended.
ARTICLE SEVENTH: The power to adopt, make, alter, amend, and repeal this Corporation’s Bylaws and these Articles of Incorporation in whole or in part, at any time and from time to time, is hereby vested in the Board of Directors.
ARTICLE EIGHTH: This Corporation shall have perpetual existence.
ARTICLE NINTH: The corporation laws of the State of Kansas (K.S.A. 17-6001 et seq.) shall, except as otherwise specifically provided herein, apply to and govern this Corporation and its rights, obligations, and affairs.