AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ARKANSAS CHILDREN'S HOSPITAL FOUNDATION, INC.

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1 / Documenl Number: ~RKANSAS CHILDREN'S HOSPITAL F AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ARKANSAS CHILDREN'S HOSPITAL FOUNDATION, INC. RRTICLES OF RMENDMENT WITH RESTRTEM FILED: 12/10/07. IPages:! Arkansas Secretary of State Business Services Division I, the undersigned, under and pursuant to the provisions ofthe laws of the State of Arkansas, do hereby certify that on February 21,2007, at a meeting duly called in part for that purpose, the Board of Directors of Arkansas Children's Hospital Foundation, Inc. voted to amend the Articles of Incorporation in their entirety to be restated as set forth below, and that on February 28, 2007 these amendments were approved by the Board of Directors of the sole member, Arkansas Children's Hospital, as required by the Articles of Incorporation and Arkansas law. FIRST: The name of this Corporation shall be Arkansas Children's Hospital Foundation, Inc. SECOND: This Corporation is a public benefit corporation which shall be governed by the provisions of the Arkansas Nonprofit Corporation Act of 1993, Chapter 33 of Title 4 of the Arkansas Code Annotated of THIRD: FOURTH: The period of existence of this Corporation shall be perpetual. This Corporation is organized and shall be operated as a nonprofit corporation exclusively for charitable, scientific and educational purposes as described in 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision in any future United States Internal Revenue law (hereinafter the "Code"), which purposes are more specifically described as follows: (a) To financially support Arkansas Children's Hospital, Arkansas Children's Hospital Research Institute, and also, when approved by the Boards of Directors of both the Corporation and Arkansas Children's Hospital, programs which are affiliated with Arkansas Children's Hospital and which further the charitable, scientific and educational purposes thereof, including such programs F:lHome\HARRlS\achf amd art wpd -1-

2 which are sponsored by other organizations described in 501(c)(3) or 170(b)(1)(A), and in 509(a), of the Code. (b) To receive by gift, grant, devise and bequest, whether restricted or unrestricted, and either absolutely or in trust, any property, whether real, personal or mixed, and to hold, manage, invest and reinvest the same, or the proceeds thereof, and to apply the net income and principal thereof for the exclusive benefit ofthe Arkansas Children's Hospital, Arkansas Children's Hospital Research Institute, and approved affiliated programs. (c) To serve as corporate trustee of any trust in which Arkansas Children's Hospital or Arkansas Children's Hospital Research Institute has a beneficial interest, and to inform and educate potential donors of the tax and other advantages of the various charitable giving vehicles permitted by state and federal law which may be used for the benefit of the Arkansas Children's Hospital and Arkansas Children's Hospital Research Institute. (d) To carry on community educational programs regarding the promotion ofhealth, the prevention of injury, and the provision of medical care to the sick and injured, particularly as such matters relate to the health and well being of children. (e) To support the programs of scientific research of Arkansas Children's Hospital and Arkansas Children's Hospital Research Institute relating to the prevention and cure ofil1ness and injured, and the general advancement of knowledge in the medical sciences. (f) To participate, so far as circumstances may warrant, in any activity designed and carried on to promote the general health ofthe communities served by Arkansas Children's Hospital, especially the health of the children residing in those communities. (g) To receive and maintain a fund or funds of real or personal property, or both, and subj ect to the restrictions hereinafter set forth to use and apply the whole, or any part, of the income therefrom and the principal thereof exclusively for charitable, scientific and educational purposes. (h) To have and exercise all powers, privileges and rights conferred on corporations by the laws of the State of Arkansas and all powers and rights incidental to carrying out the purposes F:\Home\HARRIS\achf amd art 2007.wpd -2-

3 for which this Corporation is formed, except such as are inconsistent with the express provisions of the Act under which this Corporation is incorporated. (i) The foregoing shall be construed both as objects and powers, and the enumeration thereof shall not be held to limit or restrict in any manner the general powers conferred on this Corporation by the laws of the State of Arkansas, all of which are hereby expressly claimed. FIFTH: Notwithstanding any other provision ofthese Articles, the following restrictions and limitations shall apply to comply with the requirements imposed by 50 1(c)(3) of the Code: (a) No part ofthe net earnings ofthe Corporation shall inure to the benefit of any director or officer of the Corporation, or to any other interested individual; provided, however, that reasonable compensation may be paid for services rendered to or for the Corporation effecting one or more of its purposes. (b) 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 or intervene (including the publishing or distribution of statements) in any political campaign on behalf of (or in opposition to ) any candidate for public office. (c) The Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or by a corporation contributions to which are deductible under Section 170(c)(2) of the Code. SIXTH: Because this Corporation was organized as a charitable corporation with perpetual existence, the Corporation does not anticipate its dissolution. However, if the Corporation should ever be dissolved pursuant to Section , et seq., ofthe Arkansas Code of 1987 Annotated, then upon the dissolution of the Corporation the Board of Directors shall, after paying or making provision for the payment of all liabilities ofthe Corporation, dispose of all assets ofthe Corporation exclusively to Arkansas Children's Hospital or to such other organization or organizations designated by Arkansas Children's Hospital which are organized and operated exclusively for charitable, scientific and educational purposes and which shall at the time qualify as an organization or F:\Home\HARRIS\achf amd art wpd -3-

4 organizations exempt under Section 501(c)(3) of the Code, and any articles of dissolution adopted by the Corporation shall so provide. Any of such assets not so disposed of shall be disposed of by the Chancery Court of the county in which the principal office of the Corporation is located, exclusively to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. SEVENTH: The principal office or place of business of this Corporation shall be located at 1120 Marshall Street, Little Rock, Arkansas EIGHTH: The name and address of the registered agent of this Corporation is John Bel, 1120 Marshall Street, Little Rock, Arkansas NINTH: The Corporation shall not have or issue shares of stock and no dividends shall be paid, and no part of the income of the Corporation shall be distributed to its members, directors, officers. TENTH: The Corporation shall have one member which shall be Arkansas Children's Hospital (the "Member"). The Member shall have the rights set forth in the Bylaws in addition to all other rights of a member under Arkansas law. ELEVENTH: The business ofthe Corporation shall be conducted by the Board of Directors. The number of the directors of the Corporation shall be not less than ten (10) and not more than forty-one (41). All of the Directors shall be either elected by the governing board of Arkansas Children's Hospital or designated by office in the manner set forth in the Bylaws ofthis Corporation as approved by the governing board of Arkansas Children's Hospital. Designated Directors shall serve terms that coincide with the term of office by virtue of which they are designated, and the terms of office of elected Directors shall be three (3) years. Directors shall be permitted to hold office for more than one term by re-election, except as otherwise provided in the Bylaws. TWELFTH: After first obtaining the approval of the governing board of Arkansas Children's Hospital, these Articles of Incorporation may be amended by a two-thirds vote of the Board of Directors of the corporation at a regular meeting of the Board of Directors or at a special F;\HomeIHARRISlachf ami art 2007.wpd -4-

5 meeting called for that purpose. Any proposed amendment shall be presented in writing to each Director at least ten (10) days in advance of the meeting at which it is to be voted upon. IN WITNESS WHEREOF, the said Corporation, Arkansas Children's Hospital Foundation, Inc., has caused its corporate name to be subscribed by its President/Chief Executive Officer and its Secretary, respectively, on this 2.-1 ~ day of r ell r-j '2007. ARKANSAS CHILDREN'S HOSPITAL ON, INe. ATTEST: ~~~~ ecre F:\HomeIHARRISlachfamd art 2007.wpd -5-

ARTICLES OF INCORPORATION OF THE KANSAS WESLEYAN UNIVERSITY FOUNDATION (Amended February 2010)

ARTICLES OF INCORPORATION OF THE KANSAS WESLEYAN UNIVERSITY FOUNDATION (Amended February 2010) We, the undersigned incorporators, hereby form and establish a corporation NOT FOR PROFIT under the laws of