| Category | Amount | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| PROFESSIONAL FEES | 18,500 | 0 | 0 | 0 |
| Identifier | Return Reference | Explanation |
|---|---|---|
| ADS FOUNDATION CODE OF REGULATIONS | PART XIV, LINES 2B-D | CODE OF REGULATIONS OF ADS FOUNDATIONTHIS CODE OF REGULATIONS IS ADOPTED PURSUANT TO SECTION 1702.10 OF THE OHIO REVISED CODE FOR THE ADS FOUNDATION, AN OHIO NONPROFIT CORPORATION (THE "FOUNDATION"). AS MORE FULLY SET FORTH IN THE ARTICLES OF INCORPORATION, THE FOUNDATION IS ORGANIZED AND SHALL BE OPERATED EXCLUSIVELY FOR CHARITABLE AND EDUCATIONAL PURPOSES WITHIN THE MEANING OF SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), INCLUDING, AMONG OTHER THINGS, SUPPORTING PUBLIC CHARITIES THAT SERVE COMMUNITIES IN WHICH ADVANCED DRAINAGE SYSTEMS, INC. OR ITS AFFILIATES HAVE A PRESENCE AND DIRECTLY ENGAGING IN CHARITABLE OR EDUCATIONAL ACTIVITIES. IN FURTHERANCE OF ITS PURPOSES, THE CORPORATION SHALL BE AUTHORIZED TO DO ALL THINGS NECESSARY OR APPROPRIATE IN ORDER TO ACCOMPLISH THEM.ARTICLE I MEMBERSSECTION 1.1. SOLE MEMBER. THE FOUNDATION SHALL HAVE ONE MEMBER (THE "MEMBER"). ADVANCED DRAINAGE SYSTEMS, INC. SHALL BE THE INITIAL MEMBER.SECTION 1.2. CHANGE IN MEMBER. IF A MEMBER IS MERGED INTO ANOTHER ENTITY, OR IF SUBSTANTIALLY ALL OF ITS ASSETS ARE TRANSFERRED TO ANOTHER ENTITY, THEN THE OTHER ENTITY SHALL AUTOMATICALLY BECOME THE SOLE MEMBER. THE MEMBER MAY ASSIGN ITS MEMBERSHIP INTEREST TO ANOTHER ENTITY BY PROVIDING WRITTEN NOTICE TO ALL OF THE DIRECTORS, IN WHICH CASE THE ASSIGNEE WILL BECOME THE SOLE MEMBER.SECTION 1.3. ANNUAL MEETING. AN ANNUAL MEETING OF THE MEMBER FOR THE ELECTION OF DIRECTORS AND THE CONSIDERATION OF REPORTS TO BE LAID BEFORE SUCH MEETING SHALL BE HELD ON SUCH DAY IN THE MONTH OF DECEMBER AS IS DESIGNATED BY THE BOARD OF DIRECTORS (THE "BOARD").SECTION 1.4. REGULAR MEETINGS. A MEETING OF THE MEMBER MAY BE CALLED BY THE MEMBER OR AS PROVIDED IN SECTION 1702.17 OF THE REVISED CODE OF OHIO.SECTION 1.5. AUTHORITY TO VOTE OR ACT ON BEHALF OF MEMHER. THE CHAIR OF THE BOARD OF DIRECTORS OF THE MEMBER AND THE PRESIDENT, ANY VICE PRESIDENT, THE SECRETARY AND THE TREASURER OF THE MEMBER SHALL BE DEEMED TO HAVE AUTHORITY TO ACT ON BEHALF OF THE MEMBER. IN ADDITION, THE BOARD OF DIRECTORS OF THE MEMBER OR THE PRESIDENT OF THE MEMBER MAY DESIGNATE IN WRITING THE AUTHORITY OF ANY OTHER PERSON, BY TITLE OR BY NAME, TO ACT ON BEHALF OF THE MEMBER WITH RESPECT TO THE FOUNDATION UNTIL SUCH AUTHORIZATION IS REVOKED.SECTION 1.6. WRITTEN ACTION. ANY ACTION THAT MAY BE AUTHORIZED OR TAKEN AT A MEETING OF THE BOARD MAY BE AUTHORIZED OR TAKEN WITHOUT A MEETING IN A WRITING SIGNED BY THE MEMBER. ARTICLE II DIRECTORSSECTION 2.1. AUTHORITY AND DUTIES. THE BOARD SHALL HAVE GENERAL SUPERVISION AND CHARGE OF THE PROPERTY, AFFAIRS, AND FINANCES OF THE FOUNDATION, WHICH INCLUDES, BUT IS NOT LIMITED TO, THE AUTHORITY TO EMPLOY THIRD PARTIES TO PERFORM SERVICES FOR THE FOUNDATION PROVIDED THE COMPENSATION STRUCTURE FOR SUCH THIRD PARTIES SATISFIES THE CONFLICT OF INTEREST POLICY OF THE FOUNDATION.SECTION 2.2. NUMBER, ELECTION, QUALIFICATIONS, TERM OF OFFICE, AND REMOVAL OF DIRECTORS.(A) THE INITIAL NUMBER OF DIRECTORS SERVING ON THE BOARD SHALL BE FIVE (5). THE NUMBER OF DIRECTORS MAY BE INCREASED OR DECREASED FROM TIME TO TIME BY ACTION OF THE MEMBER, EXCEPT THAT THE NUMBER OF DIRECTORS SHALL NEVER BE LESS THAN THREE (3) NOR MORE THAN ELEVEN (11). NO REDUCTION IN THE NUMBER OF DIRECTORS SHALL OF ITSELF HAVE THE EFFECT OF SHORTENING THE TERM OF ANY INCUMBENT DIRECTOR.(B) A DIRECTOR SHALL SERVE A TERM THAT ENDS ON DECEMBER 31ST UNLESS THE MEMBER HAS NEITHER APPOINTED A SUCCESSOR TO THE DIRECTOR NOR ELIMINATED THE DIRECTORSHIP THROUGH A REDUCTION IN THE NUMBER OF DIRECTORS, IN WHICH CASE THE DIRECTOR SHALL SERVE UNTIL THE EARLIER OF THE EFFECTIVE DATE OF THE APPOINTMENT OF HIS OR HER SUCCESSOR OR DATE THE DIRECTORSHIP IS ELIMINATED THROUGH A REDUCTION IN THE NUMBER OF DIRECTORS. NOTWITHSTANDING THE FOREGOING, A DIRECTOR'S TERM SHALL END ON THE EFFECTIVE DATE OF THE DIRECTOR' S RESIGNATION OR THE DATE THE DIRECTOR IS REMOVED AS A DIRECTOR IN ACCORDANCE WITH THIS CODE OF REGULATIONS.(C) THE MEMBER SHALL ELECT DIRECTORS FOR A TERM BEGINNING ON THE JANUARY LST OF A YEAR OR SUCH LATER DATE AS MAY BE DETERMINED BY THE MEMBER IF THE MEMBER DOES NOT ELECT DIRECTORS ON OR BEFORE DECEMBER 31ST OF THE PRECEDING YEAR. THE MEMBER MAY ELECT A DIRECTOR TO FILL A VACANCY FOR THE REMAINING TERM OF THE VACANT DIRECTORSHIP. IF THE MEMBER INCREASES THE NUMBER OF DIRECTORS, THE MEMBER SHALL ELECT DIRECTOR(S) TO FILL THE VACANCIES CREATED BY THE INCREASE IN NUMBER OF DIRECTORS. THE BOARD SHALL HAVE NO AUTHORITY TO FILL VACANCIES ON ITS OWN. DIRECTORS MAY BE RE ELECTED.(D) NOTWITHSTANDING ANY CONTRARY PROVISION, ANY DIRECTOR AT ANY TIME MAY BE REMOVED FROM OFFICE WITH GOOD CAUSE BY THE BOARD ACTING AT MEETING OF THE BOARD UPON THE VOTE OF A MAJORITY OF THE FULL NUMBER OF VOTING DIRECTORS THEN SERVING EXCLUDING THE DIRECTOR WHOSE REMOVAL IS BEING CONSIDERED. ANY DIRECTOR MAY BE REMOVED FROM OFFICE AT ANY TIME WITH OR WITHOUT CAUSE BY THE MEMBER.(E) A DIRECTOR MAY RESIGN AT ANY TIME BY GIVING WRITTEN NOTICE TO THE CHAIR OF THE BOARD OR THE BOARD SECRETARY. SUCH RESIGNATION SHALL BE EFFECTIVE ON THE DAY SPECIFIED IN THE NOTICE (WHICH DAY MAY NOT BE EARLIER THAN THE DAY OF NOTICE) WITHOUT ANY ACTION OF THE BOARD OR THE MEMBER. NOTWITHSTANDING THE FOREGOING, A DIRECTOR SHALL GIVE AT LEAST TEN (10) DAYS ADVANCE NOTICE OF HIS OR HER RESIGNATION IF HIS OR HER RESIGNATION WOULD REDUCE THE NUMBER OF DIRECTORS TO FEWER THAN THREE (3).SECTION 2.3. ANNUAL ORGANIZATION MEETING. THE ANNUAL ORGANIZATION MEETING OF THE BOARD SHALL TAKE PLACE IN THE MONTH OF JANUARY ON SUCH DATE EACH YEAR AS THE BOARD OR THE CHAIR SHALL DETERMINE, AT THE PRINCIPAL OFFICES OF THE FOUNDATION OR AT SUCH OTHER PLACE WITHIN OR WITHOUT THE STATE OF OHIO AS THE BOARD SHALL DETERMINE. THE PURPOSE OF THE ANNUAL ORGANIZATION MEETING SHALL BE TO ELECT THE CHAIR, VICE CHAIR, AND OTHER OFFICERS OF THE FOUNDATION, TO RECEIVE THE REPORTS OF OFFICERS AND COMMITTEES OF THE BOARD, IF ANY, AND TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.SECTION 2.4. REGULAR MEETINGS. REGULAR MEETINGS OF THE BOARD SHALL BE HELD ON SUCH DATES AND AT SUCH TIMES AS THE BOARD OR THE CHAIR SHALL DETERMINE. REGULAR MEETINGS SHALL BE HELD AT THE PRINCIPAL OFFICES OF FOUNDATION OR AT SUCH OTHER PLACE WITHIN OR WITHOUT THE STATE OF OHIO AS THE BOARD OR THE CHAIR SHALL DETERMINE. THE PURPOSES OF REGULAR MEETINGS OF THE BOARD SHALL BE TO CONSIDER AND ACT UPON ANY MATTERS WHICH ARE PROPER SUBJECTS FOR ACTION BY THE BOARD.SECTION 2.5. SPECIAL MEETINGS. THE CHAIR OR A MAJORITY OF THE DIRECTORS IN OFFICE MAY CALL A SPECIAL MEETING OF THE BOARD, TO BE HELD AT ANY TIME AT THE PRINCIPAL OFFICES OF THE FOUNDATION OR AT SUCH OTHER PLACE WITHIN OR WITHOUT THE STATE OF OHIO AS THE CHAIR (IF THE CHAIR CALLS THE MEETING) OR THE MAJORITY OF DIRECTORS (IF THE MAJORITY OF THE DIRECTORS CALLS THE MEETING) SHALL DETERMINE. A SPECIAL MEETING MAY BE HELD FOR ANY PURPOSE WHICH WOULD BE A PROPER PURPOSE OF A REGULAR MEETING.SECTION 2.6. NOTICE OF MEETINGS. NOT LESS THAN TEN (10) DAYS BEFORE THE DATE FIXED FOR AN ANNUAL ORGANIZATION OR REGULAR MEETING OF DIRECTORS, OR TWO (2) DAYS IN THE CASE OF A SPECIAL MEETING, WRITTEN NOTICE STATING THE DATE, TIME, PLACE, AND, IN THE CASE OF A SPECIAL MEETING, THE PURPOSES OF THE MEETING SHALL BE GIVEN BY OR AT THE DIRECTION OF THE CHAIR OR THE VOTING DIRECTORS CALLING THE MEETING. THE NOTICE SHALL BE GIVEN BY PERSONAL DELIVERY, BY MAIL, BY FACSIMILE, OR BY ELECTRONIC MAIL ADDRESSED TO THE DIRECTORS AT THEIR RESPECTIVE MAIL OR ELECTRONIC MAIL ADDRESSES OR FACSIMILE NUMBERS AS THEY APPEAR ON THE RECORDS OF THE FOUNDATION. THE REQUIREMENTS OF THIS SECTION 2.6 FOR NOTICE OF REGULAR MEETINGS SHALL BE MET IF THE BOARD ESTABLISHES A SCHEDULE FOR BOARD MEETINGS FOR A YEAR OR PART OF A YEAR AND EACH DIRECTOR IS PROVIDED A COPY OF THE SCHEDULE.SECTION 2.7. QUORUM. A MAJORITY OF THE FULL NUMBER OF DIRECTORS THEN SERVING SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS AT ANY MEETING OF THE BOARD; PROVIDED, HOWEVER, THAT NO ACTION REQUIRED BY LAW OR BY THE ARTICLES OF INCORPORATION OR THIS CODE OF REGULATIONS TO BE AUTHORIZED OR TAKEN BY A DESIGNATED PROPORTION OR NUMBER OF DIRECTORS MAY BE AUTHORIZED OR TAKEN BY A LESSER PROPORTION OR NUMBER.SECTION 2.8. VOTING RIGHTS OF DIRECTORS. EACH DIRECTOR SHALL BE ENTITLED TO ONE VOTE UPON ANY MATTER PROPERLY SUBMITTED TO THE DIRECTORS FOR THEIR VOTE, AND NO DIRECTOR SHALL HAVE VETO POWER. SUCH ACTION MAY BE AUTHORIZED OR TAKEN ONLY BY A MAJORITY VOTE OR CONSENT OF THE DIRECTORS PRESENT AT A MEETING AT WHICH A QUORUM IS PRESENT UNLESS OTHERWISE EXPRESSLY REQUIRED BY LAW, THE ARTICLES OF INCORPORATION, OR THIS CODE OF REGULATIONS.SECTION 2.9. WAIVER OF NOTICE. NOTICE OF THE TIME, PLACE, AND PURPOSES OF ANY MEETING OF THE BOARD MAY BE WAIVED IN WRITING EITHER BEFORE OR AFTER THE HOLDING OF THE MEETING. THE ATTENDANCE OF ANY DIRECTOR AT ANY MEETING (OR PARTICIPATION AT A MEETING HELD THROUGH THE USE OF TELEPHONE OR OTHER COMMUNICATIONS EQUIPMENT) WITHOUT PROTESTING, PRIOR TO OR AT THE COMMENCEMENT OF THE MEETING, SHALL BE DEEMED TO BE A WAIVER BY THE DIRECTOR OF ANY LACK OF NOTICE OF THE MEETING. SECTION 2.10. ACTION WITHOUT A MEETING. ANY ACTION THAT MAY BE AUTHORIZED OR TAKEN AT A MEETING OF THE BOARD MAY BE AUTHORIZED OR TAKEN WITHOUT A MEETING WITH THE AFFIRMATIVE VOTE AND APPROVAL OF, AND IN A WRITING OR WRITINGS SIGNED BY, ALL OF THE DIRECTORS, WHICH WRITING, OR WRITINGS SHALL BE FILED WITH OR ENTERED UPON THE RECORDS OF THE FOUNDATION.SECTION 2.11. MEETING BY MEANS OF COMMUNICATIONS EQUIPMENT; USE OF AUTHORIZED COMMUNICATIONS EQUIPMENT. MEETINGS OF THE DIRECTORS MAY BE HELD |
| Description | Revenue and Expenses per Books | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| BANK CHARGES AND FEES | 30 | 30 | 0 | 0 |
| INSURANCE | 1,885 | 0 | 0 | 0 |
| Category | Amount | Net Investment Income | Adjusted Net Income | Disbursements for Charitable Purposes |
|---|---|---|---|---|
| STATE TAXES PAID | 600 | 0 | 0 | 0 |
| FEDERAL TAXES PAID | 4,000 | 0 | 0 | 0 |