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RESTATED ARTICLES OF INCORPORATION OF UCA REAL ESTATE

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					                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                         UCA REAL ESTATE FOUNDATION, INC.



                                           ARTICLE I.

        The name ofthe Corporation is UGA Real Estate Foundation, Inc.

                                           ARTICLE II.

         The Corporation shall have Members and the qualifications for, and other matters relating
to, its Members shall be as set forth in the Bylaws of the Corporation. No Member of the
Corporation shall be liable for the acts, debts, liabilities or obligations of the Corporation. The
sole mcmber ofthe Corporation shall be the University of Georgia Research Foundation, Inc.
(the "Research Foundation").

                                          ARTICLE III.

       The Corporation is a nonprofit corporation organized pursuant to the provisions of the
Georgia Nonprofit Corporation Code.

                                          ARTICLE IV.

        It is the mission of UGA Real Estate Foundation, Inc. to administer with fiduciary care
the assets of the Corporation for the long-term enhancement of The University of Georgia and
the Research Foundation; to provide volunteer leadership and assistance to the University of
Georgia in its facilities and real estate development activities; and to provide broad advice,
consultation and support to the President of The University of Georgia and to the Research
Foundation. In addition, the Corporation may provide such administration of assets, assistance,
advice, consultation and support to the Regents ofthe University System of Georgia and the
colleges and universities ofthe University System of Georgia and their affiliated support
organizations which are described in Section 509(a)(1) or 509(a)(2) of the United States Internal
Revenue Code of 1986, as amended (or the corresponding provision of any future United States
Internal Revenue law).

                                          ARTICLE V.

        (a)      The affairs of the Corporation shall be managed by a Board of Trustees. The
Board of Trustees shall exercise all of the powers of the Corporation, including the adoption and
amendment of the Bylaws of the Corporation, subject to any right of Mcmbers to approve such
amendments as set forth in these Articles or in the Bylaws of the Corporation. The number,
qualifications, term of office and manner of selection of members of the Board of Trustees shall
be as set forth in the Bylaws of the Corporation.

        (b)    No person who is serving or has served as a member of the Board of Trustees
shall have any personal liability to the Corporation for monetary damages for breach of duty of


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 care or other duty as a member ofthe Board of Trustees; provided that this provision shall not
 eliminate or limit the liability of any such person:

                (i)    for any appropriation, in violation of his or her duties, of any business
 opportunity of the Corporation;

                 (i i)   for acts or omissions which involve intentional misconduct or a knowing
 violation of law;

               (iii)   for the types of liability set forth in Section 14-3-860 through 14-3-865 of
 the Georgia Nonprofit Corporation Code; or

                  (iv)   for any transaction from which such person received an improper personal
 benefit.

The limitation of liability conferred in this Article shall be in addition to and not in lieu of all
other limitations, immunities and indemnities conferred by law, these Articles and the Bylaws of
the Corporation.

                                           ARTICLE VI.

        (a)    To the fullest extent permitted by applicable law, the Corporation shall indemnify
any member of the Corporation who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such member is or was a member of the
Corporation.

        (b)      The indemnification provided by this Article shall not be deemed exclusive of any
other rights, in respect ofthe indemnification or otherwise, to which a member may be entitled
under any Bylaw or resolution approved by the affirmative vote ofthe Board members taken at a
meeting the notice of which specified that such Bylaw or resolution would be placed before the
Board members and shall continue after such member has ceased to be a member.

        (c)     The Corporation and its officers shall have the power to purchase and maintain
insurance on behalf of any person or entity who is or was a member ofthe Corporation against
any liability asserted against and incurred by such member in any such capacity, or arising out of
such member's status as such.

                                          ARTICLE VII.

        The Corporation is organized and shall be operated exclusively for charitable and
educational purposes within the meaning of Section 50 I(c)(3) of the United States Internal
Revenue Code of 1986, as amended (or the corresponding provision of any future United States
Internal Rcvenue law) by benefiting, performing the functions of, and carrying out the purposes
of the University of Georgia, the University of Georgia Research Foundation, Inc., the Regents
ofthe University System of Georgia, and the colleges and universities of the University System
of Georgia and their affiliated support organizations which arc described in Section 509(a)(I) or
509(a)(2) of said Code.

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                                          ARTICLE VIII.

        No part of the net earnings of the Corporation shall inure to the benefit of or be
distributable to its trustees, officers or other private persons, 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 of the Corporation. 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 in, or intervene in
(including the publishing or distribution of statements) any political campaign on behalf of or in
opposition to any candidate for public office. Notwithstanding any other provision of these
Articles, the Corporation shall not carryon any other activities not permitted to be carricd on
(a) by a corporation exempt fi'om Federal income tax under Section 501(c)(3) of the Internal
Revenue Code of 1986 (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 of 1986 (or the corresponding provision of any
future United States internal revenue law).

                                           ARTICLE IX.

         Upon the dissolution of the Corporation, the Board of Trustees, after paying or making
provision for the payment of all of the liabilities of the Corporation, shall dispose of all of the
assets of the Corporation exclusively for the purposes of the Corporation, either directly by
transfer to the University of Georgia or such organization or organizations organized and
operated exclusively for charitable or educational purposes as shall at the time qualify as an
exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of
1986 (or the corresponding provision of any future United Stated internal revenue law), as the
President of the University of Georgia and the Board of Regents of the University System of
Georgia shall determine. Any such assets not so disposed of by the Board of Trustees shall be
disposed of by the Superior Court of the County in which the principal office of the Corporation
is then located, exclusively for such purposes or to such organization or organizations which are
organized and operated exclusivcly for such purposes, as said Court shall determine.

                                           ARTICLE X.

        These Restated Articles ofIncorporation supersede the original Articles oflncorporation
of the Corporation filed May 11, 1999 and the Articles of Amendment of the Corporation filed
May 14, 2003.

       IN WITNESS WHEREOF, the undersigned duly authorized ofticer of the corporation has
executed thcse Restated Articles oflncorporation as of the _ _ day of      ,2006.




                                              Eric Orbock, President
                                              UGA Real Estate Foundation, Inc.

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                                                                                     ATLANTA:4747474.4

				
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