RESTATED AND AMENDED ARTICLES OF INCORPORATION OF CAL POLY CORPORATION ARTICLE I ARTICLE II

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1 RESTATED AND AMENDED ARTICLES OF INCORPORATION OF CAL POLY CORPORATION ARTICLE I The name of this corporation is the "Cal Poly Corporation." ARTICLE II (a) This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for public purposes. (b) The specific purposes for which this corporation is formed are as follows: (1) To promote and assist the educational services of the California Polytechnic State University or such institution as shall succeed to the properties and functions of said University, and to apply the funds and properties coming into its hands toward furthering the educational services carried on or approved by the administrative officers of the California Polytechnic State University; (2) To enter into and perform contracts and agreements; to purchase or otherwise acquire, hold, lease, encumber, sell, assign, transfer, mortgage, pledge, hypothecate, exchange or otherwise dispose of any securities, evidence of debt or other property, real or personal, in the same manner and to the same extent as a natural person might or could do; (3) To take gifts of both real and personal property; to sue and defend; to borrow money and give promissory notes or bonds therefore and secure payment thereof by mortgage or deed or trust; to loan money upon or without security; as a natural person ; (4) To receive bequests and devises by will or upon trusts to the same extent Name change revision-february 1, 2006

2 Cal Poly Corporation Articles of Incorporation-Appendix-A February 1, 2006 Page 2 of 3 (5) To perform to the same extent as a natural person could all other acts, within or without the State of California, that may be necessary or convenient in the conduct of its business to accomplish the purposes of said corporation. The foregoing provisions shall be construed as both purposes and powers, but no recitation, expression or declaration of specific or special powers or purposes herein enumerated shall be deemed to be exclusive, and it is hereby expressly declared that all other lawful powers not inconsistent herewith are hereby included. ARTICLE Ill (a) This corporation is organized and operated exclusively for educational and scientific purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code. (b) Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code or (2) by corporation contributions which are deductible under section 170 (c) (2) of the Internal Revenue Code. (c) No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. ARTICLE IV (a) The property of this corporation is irrevocably dedicated to educational and scientific purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person.

3 Cal Poly Corporation Articles of Incorporation-Appendix-A February 1, 2006 Page 3 of 3 ARTICLE V The principal office for the transaction of the business of the corporation will be located in the County of San Luis Obispo, State of California. ARTICLE VI The term for which the said corporation is to exist is perpetual. ARTICLE VII Upon dissolution of this corporation, net assets other than trust funds shall be distributed to one or more successor corporations organized and operated for the benefit of the California Polytechnic State University or the students or the students and faculty at that University, such corporation or corporations to be approved by the President of the University and by the Board of Trustees. Such successor corporation or corporations must be tax exempt under either section 115 or 501 (c) (3) of the United States Internal Revenue Code of If, upon dissolution, this corporation holds any assets in trust, such assets shall be disposed of as decreed by the Superior Court of San Luis Obispo County, following a petition for a decree filed by the Attorney General or by any person concerned in the liquidation. In no event shall any assets be distributed to any member, director or officer of this corporation. ARTICLE VIII This corporation elects to be governed by all the provisions of the Nonprofit Public Benefit Corporation Law, effective January 1, 1980, including any amendments subsequent thereto. U:admnstore\policy\Fdn-Manuai\Appendix-A_0700.doc)

4 Exhibit II; State of Cafiforn ia Secretary of State I, BRUCE McPHERSON, Secretary of State of the State of California, hereby certify: That the attached transcript of ~ - _page(s) has been compared with th e record on file in this office, of which it purports to be a copy, and that it is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of BRUCE McPHERSON Secretary of State Sec/Slate Form CE-1 07 (REV )

$I ARTICLES OF INCORPORATION OF CALIFORNIA POLYTECHNIC STATE UNIVERSITY FOUNDATIQ~:- A California Nonp rofit Public Benefit Corporation ""' '' One: Two: Three: Four: Five: Six: Se\'en: The name of$ this coq)oration is "California Polytechnic State University Foundation" This corporation is a Nonprofit Public Benefi t Corporation and is not organized for the private gain of any person.

this coq)oration is "California Polytechnic State University Foundation" This corporation is a Nonprofit Public Benefi t Corporation and is not organized for the private gain of any person.

5 ~w 2-9~ 3n.~,. O:...r ;) J. I ARTICLES OF INCORPORATION OF CALIFORNIA POLYTECHNIC STATE UNIVERSITY FOUNDATIQ~:- A California Nonp rofit Public Benefit Corporation ""' '' One: Two: Three: Four: Five: Six: Se\'en: The name of this coq)oration is "California Polytechnic State University Foundation" This corporation is a Nonprofit Public Benefi t Corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Lav; for public and charitable purposes. This corporation is organized, and at all times will be operated, exclusively for the benefit of The California State University. The specific purposes for which this corporation is organized are to foster, encourage and promote the scientific, literary, educational and charitable purposes of California Polytechnic State University. The name and address in the State of California of this corporation's initial agent for service of process is: Therese Souza, California Polytechnic State University, One Grand Avenue, San Luis Obispo, California This corporation is organi zed and operated exclusively fo r charitable purposes within the meaning of Section 501 ( c)(3) of the Internal Revenue Code. Notvvithstanding any other provision of these Articles, this corporation shall not carry on any aclivities not permitted Lobe carried on by a corporation exempt from federal income tax ui1der Section 50l(c)(3) of the Internal Revenue Code, or by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Co de. No substantial paii of the activities of this corporation shall consist of canying on propaganda or otherwise attempting to influence legislation, nor shall thtt corporation participate in, intervene in, or contribute funds to any political campaign on behalf of any candidate for public office. The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, offi cer, or member hereof or to the benefit of any pri\'ale person. Upon the dissolution or wi nding up of the corporation, its assets remaining after payment or provision for payment of all debts and lia bi lities of this corporation shall be distributed to one or more nonproftt corporations organized and operated fo r the benefit of the Califomia Polytechnic State University; such corporation or corporations to be approved by the Board of Trustees of the Califomia

6 State University and by the President of the California Polytechnic State University; or if no such corporations exist, to the Trustees of the California State University. Such nonprofit corporation or corporations must be qualified for Federal income tax exemption under Section 501 (a) and 50l(c)(3) of the United States Internal Revenue Code of 1986, as amended, and be organized and operated exclusively for charitable, scientific, literary or educational purposes, or for a combination of said purposes. Eight: The corporation shall have no members other than the persons constituting its Board of Directors who shall, for purposes of any statutory provision or rule of law relating to nonprofit corporations, be taken to be the members of the corporation and who shall exercise all the rights and power of members thereof. -~

7 tuq State of California Secretary of State I, BRUCE McPHERSON, Secretary of State of the State of California, hereby certify: That the attached transcript of page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this day of JAN BRUCE McPHERSON Secretary of State Sec/State Form CE-107 (REV OSP 05 g4200

8 -. ~. r.. - A The undersigned certify that: CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION ENDORSED~ FILED In the office of the secre~arv ~t State of the state of Cahfomta JAN 1 S They are the Vice-Chairman of the Board and the Secretary-Treasurer respectively, of the Califomia Polytechnic State University Foundation, a California Corporation. 2. Article I of the Articles of Incorporation of this corporation is amended to read as follows: The name or the corporation is the "Cal Poly Corporation." 3. The foregoing amendment of the Atiicles of Incorporation has been duly approved by the board of directors. 4. The corporation has no members. We further declare under penalty of petjury under the laws of the State of Califomia that the matters set fot1h in this certificate are true and conect of our own knowledge. DATE: I 7- (_b.,.._ 0 L ~~~ Linda Dalton, Vice-Chairman of the Board DATE: _1-+)_1 --"')-+-} ~?sx':.o..~.l~.s::.---

cgfitornia CORPORATION DIVISION

cgfitornia CORPORATION DIVISION State 1670070 cgfitornia OFFICE OF THE SECRETARY OF STATE======== CORPORATION DIVISION I, MARCH PONG EU, Secretary of State of the State of California, hereby certify: That the annexed transcript has been