AMENDED AND RESTATED ARTICLES OF INCORPORATION INDIANA NATIVE PLANT AND WILDFLOWER SOCIETY, INCORPORATED

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1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF INDIANA NATIVE PLANT AND WILDFLOWER SOCIETY, INCORPORATED The undersigned officer of Indiana Native Plant and Wildflower Society, Incorporated (the "Corporation") pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991, as amended ("Act"), hereby executes the following Amended and Restated Articles of Incorporation (the "Articles of Incorporation") which supersede and take the place of the previously existing Articles of Incorporation and all provisions and amendments thereto. ARTICLE I Name The name of the Corporation is Indiana Native Plant and Wildflower Society, Incorporated ARTICLE II Purposes The Corporation is a public benefit corporation. The Corporation is organized and shall be operated exclusively for the following educational, scientific, literary, and charitable purposes: To promote the appreciation, preservation, conservation, utilization, and scientific study of the flora native to Indiana. Section 2. To educate the public about the value, beauty, diversity, and environmental importance of indigenous vegetation.

2 Section 3. To engage in any such other educational, scientific, literary, historical, philanthropic, and charitable pursuits as the Corporation may from time to time deem appropriate. ARTICLE III Powers In furtherance of the purposes for which it is organized, the Corporation shall have the following general rights, privileges, and powers: Section 2. Section 3. To continue as a corporation under its corporate name perpetually. To sue and be sued in its corporate name. To acquire, own, hold, use, lease, mortgage, pledge, sell, convey, or otherwise dispose of property, real or personal, tangible or intangible. Section 4. To borrow money and to issue, sell, or pledge its obligations and evidences of indebtedness, and to mortgage its property and franchises to secure the payment thereof. Section 5. To carry out its purposes in this state and elsewhere and to have one office inside this state and more offices inside or outside this state. Section 6. To acquire, hold, own, and vote and to sell, assign, transfer, mortgage, pledge, or otherwise dispose of the capital stock, bonds, securities, or evidences of indebtedness of any other corporation, domestic or foreign, insofar as the same is consistent with the purposes of the Corporation. Section 7. To appoint such officers and agents as the affairs of the Corporation may require and to define their duties and fix their compensation.

3 Section 8. To indemnify any director or officer or former director or officer of the Corporation, or any person who may have served at its request as a director or officer of another corporation, against expenses actually and reasonably incurred by him in connection with the defense of any civil action, suit, or proceeding in which he is made or threatened to be made a party by reason of being or having been a director or officer, except in relation to matters as to which he is adjudged in the action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty to the Corporation. Section 9. To purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against liability. Section 10. Section 11. To make bylaws for the government and regulation of its affairs. To cease its activities and to dissolve and surrender its corporate franchise; provided that all of the Corporation s assets are irrevocably dedicated to a public purpose and must be disposed of according to the dissolution procedures in Article IX Section 7. Section 12. Notwithstanding any other provision of these Articles, no part of the Corporation's net earnings shall inure to the benefit of, or be distributable to, its Directors, members, or other private persons, or confer more than an incidental private benefit to any private entity, except that the Corporation shall be authorized and empowered to pay reasonable

4 compensation for services rendered by a private person or, with appropriate documentation, a member or director in furtherance of the purposes set forth in Article II herein. Section 13. Notwithstanding any other provision of these Articles, no substantial part of the activities of the Corporation shall be or consist of carrying on propaganda, or otherwise attempting, to influence legislation except as otherwise permitted by Section 501(h) of the Internal Revenue Code of 1986, as amended (the "Code"). The Corporation shall not participate or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE IV Period of Existence The period during which the Corporation shall continue is perpetual. ARTICLE V Registered Agent and Principal Office Registered Agent. The name and address of the registered agent is Wendy Ford, 6911 Cabernet Way, Indianapolis, IN Section 2. Principal Office. The address of the principal office of the Corporation at the time of the adoption of these Articles of Incorporation is 6911 Cabernet Way, Indianapolis, IN ARTICLE VI Members The Corporation shall have members. The characteristics, qualifications, rights, limitations and obligations of the members shall be set forth in the Corporation's Bylaws.

5 ARTICLE VII Directors The exact number of directors of the Corporation shall be prescribed from time to time in accordance with the Bylaws of the Corporation. ARTICLE VIII Election of Directors The directors of the Corporation shall be elected in the manner and for the terms specified in the Bylaws of the Corporation. ARTICLE IX Regulation of Corporate Affairs The affairs of the Corporation shall be subject to the following provisions: Neither the members of the Corporation nor the Board of Directors shall have power or authority to do any act that will prevent the Corporation from being an organization described in Section 501(c)(3) of the Internal Revenue Code. Section 2. Subject to the provisions of these Articles of Incorporation and applicable law, the Board of Directors shall have complete and plenary power to manage, control, and conduct all the affairs of the Corporation. Section 3. The power to make, alter, amend, and repeal the Corporation's Bylaws is vested in the Board of Directors, except where specifically limited by law. Section 4. No member or director of the Corporation shall be liable for any of the Corporation's obligations. Section 5. Meetings of the members and meetings of the Board of Directors may be held either in the State of Indiana or elsewhere.

6 Section 6. By a vote of a majority of the members of the Corporation, a director may be removed, with or without cause, at a meeting of the members of the Corporation called expressly for that purpose. Section 7. Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Corporation, dispose of all the assets of the Corporation to an organization organized and operated exclusively for charitable purposes, which has established its tax-exempt status under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to a governmental entity described in Section 170(b)(1)(A)(v) of the Internal Revenue Code, or the corresponding provisions of any future statute of the United States, that will use the assets exclusively for public purposes. If the Board of Directors is unable to identify a qualifying organization or is otherwise unable to fulfill its duties under this Article, the assets of the Corporation shall be transferred to an exempt organization or a unit of government identified and determined suitable by a court of competent jurisdiction in a proceeding to which the Attorney General of Indiana is a party.