Amended and Restated Articles of Incorporation of St. Olaf College

St. Olaf College, a Minnesota nonprofit corporation (the “Corporation”), acting through O. Jay Tomson as Chair and David R. Anderson as President, hereby files these Articles of Amendment amending and restating in its entirety its Articles of Incorporation as follows:

ARTICLE I
Name and Location

The name of this Corporation shall be ST. OLAF COLLEGE, its principal place of business shall be in the City of Northfield, County of Rice, and State of Minnesota and its registered office shall be located at 1520 St. Olaf Avenue, Northfield, Minnesota 55057.

ARTICLE II
Purpose

The Corporation is organized and shall be operated exclusively for religious, charitable, scientific, literary and educational purposes within the meaning of Sections 170(c)(2), 501(c)(3) and 2055(a) of the Internal Revenue Code of 1986, as amended (“the Code”). Within the limitations established by the preceding sentence, the Corporation shall operate a coeducational liberal arts college of the Evangelical Lutheran Church of America, or its successor, and may do any and all other acts and things and exercise any and all other rights and powers which may be reasonably necessary, incidental, desirable or expedient in the accomplishment of its religious, charitable, scientific, literary and educational purposes.

ARTICLE III
Powers

The Corporation shall have those powers which are required by, and are consistent with, the purposes enumerated in Article II above. Within those limitations, the Corporation may act on its own behalf or as the agent, trustee or representative of others; acquire or receive property of every kind by any legal means; hold, manage, use and dispose of any property and the income generated by it to further any of the purposes of the Corporation; lease, mortgage or encumber any such property; and exercise any other powers conferred on the Corporation by Minnesota Statutes Chapter 317A and by any future laws amendatory thereof and supplementary thereto.

ARTICLE IV
Restrictions

Section 4.01. Tax-Exempt Status. Notwithstanding any other restrictions in this Article IV shall govern the activities of the Corporation. The Corporation shall not engage in any activity which may not be carried on (a) by an organization which is exempt from federal income taxation under Section 501(a) of the Code by virtue of being described in Section 501(c)(3) of the Code or (b) by an organization contributions to which are deductible under Sections 170(c)(2), 2055(a) and 2522(a) of the Code.

Section 4.02. Private Inurement. The Corporation shall not directly or indirectly afford pecuniary gain, dividends or other pecuniary remuneration, incidentally or otherwise, to its Regents or officers, and no part of the net earnings of the Corporation shall inure directly or indirectly to the benefit of any private individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and goods received, to provide indemnification and pay premiums for insurance protection without reimbursement to the full extent permitted or required by applicable law, and to make payments and distributions in furtherance of the purposes set forth in Article II of these Articles.

Section 4.03. Political and Campaign Activity. The Corporation shall not, as a substantial part of its activities, attempt to influence legislation by propaganda or otherwise except pursuant to an election under, and as permitted by, Section 501(h) of the Code. The Corporation shall neither directly nor indirectly participate in or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office, whether by the publishing or distributing of statements or otherwise.

ARTICLE V
Members and Meeting of Members

Section 5.01. Members. The members of this Corporation shall be those individuals holding the following positions and offices:

(a)  The members of the Evangelical Lutheran Church in America Churchwide assemblies entitled to vote at such meetings chosen in accordance with the discipline and usage of such Church, or its successor. Such members shall remain members of the Corporation until the convening of the succeeding Churchwide assembly of the Evangelical Lutheran Church in America at which time such members shall give place to the members entitled to vote at such succeeding Churchwide assembly, in accordance with the discipline and usage of said Church, or its successor.

The officers of the Church,

 (c)The President of the Corporation, and

(d)The members of the Board of Regents of the Corporation.

Section 5.02. Member Powers. The members shall have only those powers set forth in these Articles.

Section 5.03. Meetings of Members. The regular meetings of the members of this Corporation shall be held at the same place as the Churchwide assembly of the Evangelical Lutheran Church in America or its successor at such time as may be determined by said Churchwide assembly of the Church which may be on an annual or less frequent periodic basis. Due notice given by the officers of the Evangelical Lutheran Church in America or its successors as to its Churchwide assemblies shall constitute due and sufficient notice of the convening of the membership of this Corporation. The presiding officer of the Churchwide assembly of said Church shall preside at the meeting of the membership of this Corporation.

Section 5.04. Other Provisions. The Bylaws of the Corporation shall set forth such other provisions with regard to the members as are desired.

ARTICLE VI
Board of Regents

Section 6.01. Composition. The management and direction of the business and affairs of the Corporation shall be vested in a Board of Regents. At least sixty percent (60%) of all of the members of the Board shall be members of the Evangelical Lutheran Church in America. Two members of the Board of Regents shall be bishops of the Evangelical Lutheran Church in America. Such Regents shall be elected by members of the Board of Regents, following consultation with the Conference of Bishops of the Evangelical Lutheran Church in America. The expiration of such bishop’s term of office, resignation or removal as a bishop of the Evangelical Lutheran Church in America shall cause such individual’s term as a member of the Board of Regents to automatically terminate. The individuals holding the offices of Presiding Bishop of the Evangelical Lutheran Church in America and Executive Director of the Vocation and Education unit of the Evangelical Lutheran Church in America, or the successor offices which are equivalent thereto shall be considered ex officio voting Regents for purposes of voting on the election of the President of the Corporation and may participate in the search for and vote on the election of the President but shall have no other voting rights with respect to any other matters before the Board of Regents. They shall be invited to participate fully in the search for a new President of the Corporation, in person or through a designee.

The remaining members of the Board of Regents shall be elected by the members of the Board of Regents, and ratified by the members of the Corporation for a term of not more than six years. Not more than one-third of the membership of the Board elected by the members of the Board of Regents shall be ratified at any meeting of the Corporation, excepting that additional Regents may be elected to fill vacancies in the elected membership of the Board.

The Executive Director of the Vocation and Education unit of the Evangelical Lutheran Church in America shall be sent notices and agenda materials for meetings of the Board of Regents and the Executive Director, or his or her designee, shall be invited to attend and participate in all meetings, without vote.

To the extent consistent with these Articles and permissible under Minnesota Statutes Chapter 317A, the Bylaws of the Corporation shall specify the number or method of determining the number, term of office, method of selection, powers and duties of the members of the Board of the Corporation, the time and place of their meetings, and such other regulations as are desired with regard to the members of the Board. Notwithstanding the foregoing, all Regents elected to the Board shall be submitted to the membership of the Corporation for ratification at the next meeting of the membership of the Corporation following their election. Regents elected by the Board of Regents shall take office at the first meeting of the Board next following their election and shall have full authority and voting rights as a member of the Board without regard to membership ratification.

Section 6.02. Action in Writing. An action required or permitted to be taken at a meeting of the Board of Regents may be taken by written action signed by the number of Regents that would be required to approve an action taken at a meeting of the Board of Regents at which all members were present; provided, however, that a Board of Regents’ action requiring member approval may be taken by written action only if signed by all of the Regents then in office and approved by the members.

Section 6.03. Election of the President. The President shall be elected by the affirmative vote of not less than two-thirds of Regents in the form established by the Board at the time of such election. Where the President of The Corporation is to be elected, the Board of Regents shall publish in the official paper of the Evangelical Lutheran Church in America or its successor a request that members of the congregations of the Church submit names of persons deemed qualified for the position to be filled. The President shall be a member of the Evangelical Lutheran Church in America or its successor.

ARTICLE VII
No Personal Liability

The officers, Regents and members of the Corporation shall not be personally liable for the payment of any debts or obligations of the Corporation, nor shall any property of any officer, Regent or member be subject to the payment of the debts or obligations of the Corporation.

ARTICLE VIII
No Capital Stock

The Corporation shall have no capital stock.

ARTICLE IX
Amendments

These Articles of the Corporation may be amended by the affirmative vote of a majority of the Board of Regents then in office and entitled to vote on the proposed amendment. Such action may be taken at a meeting, by an action in writing, or by means of electronic communication; provided, however, that all amendments of the Articles shall require the approval of the members of the Corporation by a majority vote of those present and voting at a meeting, and provided that the amendment has been read at the last preceding meeting of the members of the Corporation or has been approved by the Board of Regents and published in the official paper of the Evangelical Lutheran Church in America or its successor at least three months in advance of such meeting.

ARTICLE X
Dissolution

The Corporation may be dissolved in accordance with the laws of the State of Minnesota. Upon dissolution of the Corporation, the Board or the officers acting under the direction of the Board, shall distribute the assets of the Corporation in the following order of priority: (1) assets received and held for a special use or purpose in accordance with the uses and purposes for which the assets have been received and held; (2) costs and expenses of the dissolution proceedings, including attorney fees and disbursements, and (3) debts, obligations, and liabilities of the Corporation. Any property remaining after the payment of its debts shall be transferred to the Evangelical Lutheran Church in America or its successor as long as such organization is exempt from federal income taxation under Section 501(c)(3) of the Code. If such organization is not so described at the time of distribution, the Board of Regents shall transfer any remaining property, in such proportions as it determines, to one or more organizations which are exempt from federal income taxation under Section 501(c)(3) of the Code with aims and purposes similar to those of the Evangelical Lutheran Church in America, or its successor. No provision of these Articles shall be construed to affect the disposition of property held by the Corporation upon trust or other condition, and upon dissolution of the Corporation, such property shall be transferred in accordance with the trust or condition imposed with respect to it.
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