RESTATED ARTICLES OF INCORPORATION OF UNITED WAY OF WAPELLO COUNTY TO THE SECRETARY OF THE STATE OF IOWA: Pursuant to the provisions of Section 504.1006 of the Revised Iowa Non-Profit Corporation Act, Chapter 504, Code of Iowa, the undersigned corporation adopts the following Restated Articles of Incorporation: ARTICLE I Name The name of the Corporation is United Way of Wapello County, Inc. ARTICLE II Members The Corporation shall have no members. The Board of Directors shall be vested with responsibility for the administration, government, and management of the business, affairs, and property of the corporation. ARTICLE III Corporate Existence The Corporation s existence shall be perpetual and shall be effective upon the filing of these Articles of Incorporation with the Iowa Secretary of State. ARTICLE IV Registered Agent and Office The address of the Registered Office of the Corporation is 224 E. Second Street, Suite 1, Ottumwa, Iowa 52501, and the name of its Registered Agent at such agent at such address is Desiree Johnson. ARTICLE V Principal Office The address of the Principal Office of the Corporation is 224 E. Second Street, Suite 1, Ottumwa, Iowa 52501.
ARTICLE VI Purpose and Power A. The Corporation is organized to advance the common good through sustainable and measurable improvements in the Wapello County community s education, income, and health in Wapello County, Iowa. B. Notwithstanding the foregoing, the Corporation is organized exclusively for charitable, religious, educational and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue law), including for such purposes, the making of distributions to organizations that qualify as exempt organizations under said Section 501(c)(3) or other organizations, as long as such distribution does not jeopardize the Corporation s eligibility as a 501(c)(3) organization. C. The Corporation shall have the power to invest its funds in real property and securities, to acquire, own, and dispose of real and personal property, and to do all other acts incidental and necessary to the accomplishment of the foregoing purposes, to the extent permitted under the Iowa Non-Profit Corporation Act. ARTICLE VII Restrictions A. No part of the net earnings of this Corporation shall inure to the benefit of, or be distributable to, any individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles of Incorporation. B. No substantial part of the activities of the Corporation, shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf or in opposition of any candidate for public office. C. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Law), or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue law). D. No person or persons shall be entitled to share in any of the Corporation s assets upon the dissolution or termination of the Corporation. Upon the dissolution or termination of the Corporation, whether voluntary or involuntary, the assets of the Corporation (after payments of all of the liabilities of the Corporation) shall be distributed by the Corporation in such manner or to such organization or organizations, organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization
or organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue law) and organized for the purpose of benefitting the Wapello County, Iowa community. Any such assets of the corporation not so distributed by the Board of Directors shall be so distributed by a court of competent jurisdiction on application of the Board of Directors or other interested persons. ARTICLE VIII Directors The Board of Directors shall be vested with responsibility for the administration, government, and management of the business affairs and property of the Corporation. The number of persons comprising the Board of Directors by the Corporation, their terms of office, and the procedure for their election shall be fixed by the Bylaws. ARTICLE IX Corporate Seal This Corporation shall not have a corporate seal. ARTICLE X Non-Liability of Directors A Director of the Corporation shall not be personally liable to the Corporation for monetary damages for any action taken, or any failure to take any action, as a Director except liability for any of the following: (i) the amount of financial benefit received by Director to which the Director is not entitled, (ii) an intentional infliction of harm on the Corporation, (iii) a violation of the Iowa Non-Profit Corporation Act, or (iv) an intentional violation of criminal law. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any Director of the Corporation for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal. If the Iowa Non-Profit Corporation Act is hereafter changed to permit further elimination or limitation of the liability of directors for monetary damages to the Corporation or its directors, then the liability of a Director of this Corporation shall be eliminated or limited to the full extent then permitted. ARTICLE XI Indemnification of Directors The Corporation shall indemnify a Director of this Corporation, and each Director of this Corporation who is serving or who has served, at the request of this Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan to the fullest extent possible against expenses, including attorneys fees, judgments, penalties, fines, settlements and reasonable expenses, actually incurred by such Director, relating to action taken, or any failure to take any action, as a Director of this Corporation or director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan, except that the mandatory indemnification required by this sentence shall not apply for any of the
following: (i) receipt of a financial benefit to which the Director is not entitled, (ii) intentional infliction of harm on the Corporation, (iii) a violation of the Iowa Non-Profit Corporation Act, or (iv) an intentional violation of criminal law. The indemnification provided in this Article shall not be deemed exclusive of any other rights to which a person indemnified may be entitled under any bylaw, agreement, vote of directors, both as to action in the official capacity as such person and as to action in another capacity while holding such office, and shall to continue as to a person who has ceased to be a Director and shall inure to the benefit of the heirs, executors and administrators of such person. ARTICLE XII Indemnification of Officers This Corporation shall indemnify a Officer of this Corporation, and each Officer of this Corporation who is serving or who has served, at the request of this Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan to the fullest extent possible against expenses, including attorneys fees, judgments, penalties, fines, settlements and reasonable expenses, actually incurred by such Officer, relating to any to action taken, or any failure to take any action, as an Officer of this Corporation or as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, other enterprise or employee benefit plan. Except that the mandatory indemnification required by this sentence shall not apply for any of the following: (i) receipt of a financial benefit to which the Officer is not entitled, (ii) an intentional infliction of harm on the Corporation, (iii) a violation of the Iowa Non-Profit Corporation Act, or (iv) an intentional violation of criminal law. The indemnification provided in this Article shall not be deemed exclusive of any other right to which a person indemnified may be entitled under any Bylaw, agreement, vote of Directors, both as to action in the official capacity of such person and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an Officer and shall inure to the benefit of the heirs, executors and administrators of such person. ARTICLE XIII Amendment of Articles of Incorporation The Corporation reserves the right to amend, alter, change or repeal any provisions contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute and all rights conferred upon Directors herein are granted subject to this reservation. Provided, however, that no amendment shall authorize the Corporation to conduct its affairs in any manner or for any purpose contrary to: (i) the purposes set forth in these Articles of Incorporation; (ii) the operational limitations imposed by these Articles of Incorporation, or, (iii) Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue law). Any amendment to this Article shall be valid only if and to the extent that such amendment further restricts the power to amend.
Dated and executed this day of, 2013. President and CEO CERTIFICATE Pursuant to Iowa Code 504.1006(4), the foregoing Restated Articles of Incorporation: (a) Consolidate all amendments into a single document; (b) The amendments were approved in the manner required by the Revised Iowa Non- Profit Corporations Act, the Articles of Incorporation, and Bylaws; (c) Dated this day of, 2013. UNITED WAY OF WAPELLO COUNTY STATE OF IOWA, COUNTY OF WAPELLO, ss: President and CEO On this day of, 2013, before me, the undersigned, a Notary Public in and for the State of Iowa, personally appeared, to me known to be the person named in and who executed the foregoing instrument, and acknowledged that he/she executed the same as his/her voluntary act and deed. Notary Public