The Indiana Certificate of Incorporation for a Franchise Advertising Cooperative is a legal document filed with the Indiana Secretary of State by a group of franchisees seeking to establish a cooperative association for advertising and marketing purposes. This certificate serves as a foundational document that outlines the structure, purpose, and governing rules of the cooperative. The certificate should include the following essential information: 1. Name and Address: The legal name of the cooperative should be provided, along with its principal place of business and mailing address. 2. Purpose: The purpose of the cooperative should be clearly stated, emphasizing its primary goal to support and promote advertising and marketing initiatives for the benefit of its member franchisees. 3. Cooperative Structure: The certificate outlines the cooperative's structure, including membership requirements, rights, and obligations of members. It may define different classes of membership, such as active members, associate members, or sponsors, each with their respective voting rights and representation. 4. Board of Directors: The roles and responsibilities of the cooperative's board of directors are typically described in detail. This includes the number of directors, their selection process, terms of office, and powers granted to them. 5. Governance and Decision-Making: This section lays out the procedures for holding meetings and making decisions within the cooperative. It may include provisions for annual general meetings, special meetings, quorum requirements, voting procedures, and the use of proxies. 6. Financing: The certificate provides guidelines on funding mechanisms for the cooperative, such as membership fees, advertising contributions, and other sources of revenue. 7. Dissolution: The certificate should outline the conditions and procedures for dissolving the cooperative, including the distribution of assets, if any, among its members. Furthermore, there may be specific types of Indiana Certificates of Incorporation for a Franchise Advertising Cooperative, depending on the unique circumstances of the cooperative's formation. Some potential variations could include: 1. Nonprofit Cooperative: If the franchise advertising cooperative intends to operate as a nonprofit entity, the certificate must be tailored to reflect its tax-exempt status and compliance with relevant nonprofit laws and regulations. 2. Limited Liability Cooperative: In cases where the cooperative seeks limited liability for its members, the certificate may include provisions establishing the cooperative as a separate legal entity, shielding its members from personal liability for cooperative debts. 3. Single-Brand Cooperative: If the advertising cooperative is established exclusively for franchisees of a particular brand, the certificate may include additional clauses regarding exclusive advertising rights, brand-related guidelines, or other brand-specific provisions. It is important for those involved in forming a Franchise Advertising Cooperative in Indiana to consult with legal professionals to ensure that their specific needs and objectives are adequately addressed within the Certificate of Incorporation.