FIRST AMENDED ARTICLES OF INCORPORATION OF THE APPLESEED FOUNDATION, INC. (Amended: January 16, 1997)

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1 FIRST AMENDED ARTICLES OF INCORPORATION OF THE APPLESEED FOUNDATION, INC. (Amended: January 16, 1997) We the undersigned natural persons of the age of twenty-one years or more, acting as incorporators of a corporation under the NONPROFIT CORPORATION ACT (D.C. Code, 1981 edition, Title 29, Chapter 5) adopt the following amended Articles of Incorporation. FIRST The name of the Corporation is THE APPLESEED FOUNDATION, INC (the Foundation ). SECOND The period of duration of the Foundation is perpetual. THIRD A. The address of the Foundation s registered office in the District of Columbia is th Street, NW, Suite 700, Washington, DC B. The name and address of its registered agent are Richard J. Medalie, 1901 Pennsylvania Avenue, Suite 407, Washington, DC FOURTH The Foundation is organized exclusively for charitable and educational purposes, namely, to effect and enable constructive, systemic change leading to a more just, equitable, sustainable society. Its purpose includes, but is not limited to --. A. Organizing, supporting, and linking Appleseed Affiliates for the purpose of advancing justice and pursuing systemic reform in the public interest in their areas. 1

2 B. Assisting in the advancement and improvement of the administration of justice. C. Mobilizing the talents, experience, and energy of the members of the Harvard Law School Class of 1958, as well as members of other classes of the Harvard Law School and other law schools, to participate in such organizational and substantive public interest work. D. Promoting and supporting the direct involvement of the Harvard Law School, other law schools, and their students in such public interest law work in cooperation with the Class of 1958 or otherwise. E. Mobilizing the talents, experience and energy of other professions, professional schools, and civic leaders in furtherance of the purpose and activities of the Foundation. FIFTH The Foundation shall have no members, and is not a membership organization. Although Affiliates are not members of the Foundation, they have rights, privileges, and obligations as defined in the Bylaws, Operating Regulations, and Affiliation Agreement. SIXTH A. The affairs of the Foundation shall be managed by the Board of Directors. 1. The Board of Directors shall have sole voting power in the Foundation. 2. The Board s voting power shall include, without limitation, the power to elect or otherwise determine the method of appointment or election of members of the Board of Directors. 3. The Board s voting power shall also include, without limitation, the power to adopt, alter, amend, restate or repeal the Bylaws of the Foundation. B. The Bylaws shall provide for a Board of Directors of no less than fifteen (15) and no 2

3 more than forty-five (45) members. The Bylaws, as amended from time to time, may increase or decrease the maximum number of directors, but the minimum number of directors shall never be less than three. C. The names and addresses, including street, number and zip code, of the persons who shall constitute the initial Board of Directors of the Foundation until the first annual meeting or until their successors are elected and qualified are as follows: Name Mark R. Joelson Hugh Latimer Richard J. Medalie Address 3874 N. Tazewell Street Arlington, VA Piney Glen Lane Potomac, MD Macomb Street, NW Washington, DC as follows: SEVENTH The names and addresses, including street, number and zip code, of the incorporators are Name Mark R. Joelson Hugh Latimer Richard J. Medalie Address 3874 N. Tazewell Street Arlington, VA th Street Cabin John, MD Macomb Street, NW Washington, DC EIGHTH To the full extent permitted by Section (14) of the D.C. Nonprofit Corporation Act or the corresponding provisions of any subsequent law, the Foundation shall indemnify its 3

4 officers and directors. NINTH A. No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the Foundation shall be authorized and empowered To pay reasonable compensation for services rendered, and 2. To make payments and distributions in furtherance of the purposes set forth in Article FOURTH hereof. B. No substantial part of the activities of the Foundation shall consist of The carrying on of any propaganda; or 2. Otherwise attempting to influence legislation. C. Nor shall the Foundation Participate in any political campaign; or 2. Intervene in any political campaign; or 3. Publish or distribute any statements on behalf of any candidate for public office. D. Notwithstanding any other provisions of these articles, the Foundation 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 Internal Revenue Code of 1986 ( Code ) or the corresponding provision of any subsequent federal tax laws; or 2. By a corporation, contributions to which are tax deductible under Section 4

5 170(c)(2) of the Code or the corresponding provision of any subsequent federal tax laws. TENTH The Foundation shall seek sources of support and shall operate in such manner as will enable it to qualify as an organization that is not a private foundation within the meaning of Section 509(a) of the Code. For any period for which the Foundation may be a private foundation within the meaning of Section 509(a), however, the Foundation shall be subject to the following restrictions and prohibitions: A. The Foundation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code or the corresponding provision of any subsequent federal tax laws. B. The Foundation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code or the corresponding provision of any subsequent federal tax laws. C. The Foundation shall not retain any excess business holdings as defined in Section 4943 of the Code or the corresponding provision of any subsequent federal tax law. D. The Foundation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code or the corresponding provision of any subsequent federal tax laws. E. The Foundation shall not make any taxable expenditures as defined in Section 4945(d) of the Code or the corresponding provision of any subsequent federal tax laws. ELEVENTH Upon the dissolution of the Foundation -- A. The Board of Directors, after paying or making provision for the payment of all of the 5

6 liabilities of the Foundation, shall dispose of all assets of the Foundation either Exclusively in accordance with the purposes of the Foundation; or 2 To such organization or organizations as the Board of Directors shall determine, which are organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time quality as an exempt organization or organizations under Section 501(c)(3) of the Code or the corresponding provision of any subsequent federal tax laws. B. Any such assets no so disposed of shall be disposed of (I) by the Superior Court of the District of Columbia; or (ii) the Court of Common please of the county in which the principal office of the Corporation is then located, either Exclusively in accordance with the purposes of the Corporation; or 2. To such organization or organizations as the Board of Directors shall determine, which are organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time quality as an exempt organization or organizations under Section 501(c)(3) of the Code or the corresponding provision of any subsequent federal tax laws. TWELFTH These Articles cannot be amended except by two-thirds affirmative vote of the Board of Directors. IN WITNESS WHEREOF, we have hereunto subscribed our names this day: Richard J. Medalie Dated: Hugh Latimer Dated: Mark R. Joelson Dated: 6

AFRICAN CONFERENCE OF CATHOLIC CLERGY & RELIGIOUS IN THE UNITED STATES, INC. ARTICLES OF INCORPORATION

AFRICAN CONFERENCE OF CATHOLIC CLERGY & RELIGIOUS IN THE UNITED STATES, INC. ARTICLES OF INCORPORATION FIRST: I, Natalie B. Sherman, whose address is 218 North Charles Street, Baltimore, Maryland 21201,