ARTICLES OF AMENDMENT
OF THE ARTICLES OF INCORPORATION
OF EDGEWOOD ACADEMY, INC.,
ALABAMA NON-PROFIT CORPORATION
Pursuant to Code of Alabama, 1975, §10-3A-83, et seq., Edgewood Academy, Inc., an Alabama non-profit corporation incorporated in Elmore County, Alabama, on the 28th day of December, 1990, adopts the following amendments to its Articles of Incorporation:
ONE:
The name of the corporation is Edgewood Academy, Inc.
TWO:
The Amendments to the articles of Incorporation, adopted by the members pursuant to Code of Alabama, 1975, § 10-3A-83, et seq., on the 1st day of February, 2010, were as follows:
First Amendment
ARTICLE III
PURPOSES
1. The purposes for which the Corporation is organized are as follows:
(a) To foster and promote education at all levels.
(b) To operate or manage and direct the operation of schools, colleges or universities and any unit, grade, class or branch thereof, within the State of Alabama.
(c) To include the performance of such other acts and things consistent with the aforesaid purposes for which the Corporation is organized, as are necessary for or incidental to the accomplishment of those purposes.
(d) To include any lawful purpose, and the performance of any and all acts and things, permitted a corporation incorporated under the Alabama Nonprofit Corporation Act, Ala. Code Sec. 10-3A-1, et seq., (1975).
2. No part of the net earnings of the Corporation shall inure to the benefit of any private individual (except that reasonable compensation may be paid for services rendered to the Corporation to enable it to carry the purposes for which it is organized) and no private individual shall be entitled to share the distribution of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be for the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.
3. Notwithstanding any of the provisions of these Articles, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization contributions to which are deductible under section 170 of the Internal Revenue Code of 1986 (the “Code”) and any applicable regulations thereto, or by an organization exempt under section 501(c)(3) of the Code.
4. The Corporation admits students of any race, color, national and ethnic origin to all the rights, privileges, programs, and activities generally accorded or made available to students at the school. It does not discriminate on the basis of race, color, national and ethnic origin in administration of its educational policies, admissions policies, scholarship and loan programs, and athletic and other school-administered programs.
TO
ARTICLE III
PURPOSES
1. The purposes for which the Corporation is organized are as follows:
(a) This organization is organized exclusively for educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
(b) To foster and promote education at all levels.
(c) To operate or manage and direct the operation of schools, colleges or universities and any unit, grade, class or branch thereof, within the State of Alabama.
(d) To include the performance of such other acts and things consistent with the aforesaid purposes for which the Corporation is organized, as are necessary for or incidental to the accomplishment of those purposes.
2. No part of the net earnings of the Corporation shall inure to the benefit of any private individual (except that reasonable compensation may be paid for services rendered to the Corporation to enable it to carry the purposes for which it is organized) and no private individual shall be entitled to share the distribution of any of the corporate assets on dissolution of the Corporation. No substantial part of the activities of the Corporation shall be for the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office.
3. Notwithstanding any other provisions of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue law.
4. The Corporation admits students of any race, color, national and ethnic origin to all the rights, privileges, programs, and activities generally accorded or made available to students at the school. It does not discriminate on the basis of race, color, national and ethnic origin in administration of its educational policies, admissions policies, scholarship and loan programs, and athletic and other school-administered programs.
Second Amendment
ARTICLE V
DISSOLUTION
1. In the event of failure of its basis purpose whether arising out of controversies, lack of financial support, judicial, legislative or executive action, or the otherwise, the corporation may be dissolved by vote of three-fourths of the Board of Trustees, or by decree of a court of competent jurisdiction as provided by law.
2. In the event of the dissolution of the Corporation, the Board of Trustees of the Corporation (hereinafter the “Board”) shall call the assets of the Corporation to be applied and distributed as follows:
(a) All liabilities and obligations of the Corporation shall be paid, satisfied, and discharged, or adequate provision shall be made therefor.
(b) All assets held by the Corporation upon a limitation or condition which occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such limitations and conditions, provided such limitations and conditions are not in conflict with sections 170 or 501(c)(3) of the Code.
(c) All other assets of the Corporation, as well as those assets unable to be reconveyed pursuant to paragraph (b) of this Article shall be transferred or conveyed to an organization engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted at a meeting of the Board upon receiving a vote of the majority of the trustees in office.
TO
ARTICLE V
DISSOLUTION
1. In the event of failure of its basis purpose whether arising out of controversies, lack of financial support, judicial, legislative or executive action, or otherwise, the corporation may be dissolved by vote of three-fourths of the Board of Trustees, or by decree of a court of competent jurisdiction as provided by law.
2. Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future tax code), or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Third Amendment
ARTICLE VII
REGISTERED AGENT
The name and complete address of the registered agent for the Corporation in the State of Alabama is:
Name: Larry J. Pickett
Address: P. O. Box 26, Elmore, AL 36025
TO
The name and complete address of the registered agent for the Corporation in the State of Alabama is:
Patti Davis, 5475 Elmore Road, Elmore, AL 36025
THREE
The foregoing amendments were adopted by the members on the 1st day of February, 2010. A quorum of the members were present at said meeting, and the foregoing amendments received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at said meeting
FOUR
Except as hereinabove otherwise expressly provided, the original Articles of Incorporation shall remain unchanged and in full force and effect.
DATED this 1st day of February, 2010, at Elmore, Alabama, witness the signatures of Patti Davis, as its President, and Beth Coleman, as its Secretary.
___________________________________
President
ATTEST:
________________________________
Secretary
This document prepared by:
Robert J. Morris, Esq.
Morris & McAnnally, LLC
50 Wisteria Place
Post Office Box 490
Millbrook, Alabama 36054
334.285.1976 (Tel)
334.285.1940 (Fax)