AMENDED AND RESTATED ARTICLES OF
THE UNIVERSITY OF SOUTH DAKOTA FOUNDATION
As amended and restated on October 6, 2006
Pursuant to the South Dakota Nonprofit Corporation Act, the members (also known as
Trustees) of The University of South Dakota Foundation does hereby amend and restate
the Articles of Incorporation of The University of South Dakota Foundation to provide as
The name of this corporation is The University of South Dakota Foundation.
The term for which this corporation shall exist shall be perpetual.
The classes of membership, and the members, qualifications, rights, privileges and
obligations of members of this corporation shall be prescribed in the bylaws of this
Purpose and Objects
This corporation is organized and shall be operated exclusively for charitable and
educational purposes, exclusively for the benefit of the University of South Dakota.
1. No substantial part of the activities of this corporation shall be for promoting
propaganda, or otherwise attempting to influence legislation; nor shall this
corporation participate in, or intervene in (including the publishing or distribution of
statements) any political campaign on behalf of any candidate for public office, nor
shall this corporation engage in any transactions, accumulations of funds, or any other
activities prohibited to tax exempt charitable corporations at that time by the internal
revenue laws and other laws of the United States of America, or any laws of the State
of South Dakota.
2. No part of the net earnings of this corporation shall inure to the benefit of or be
distributable to its members, board of directors, officers, or other private persons,
except as reasonable compensation for services rendered, goods received, and other
property or valuable thing which may be acquired by this corporation for the
accomplishment of its objects.
3. Upon termination or dissolution of the corporation, all of its remaining assets shall be
distributed to or for, the benefit of the University of South Dakota. However, if the
University of South Dakota is not then in existence or no longer a qualified
distributee or unwilling or unable to accept the distribution, such assets shall be
distributed to a fund, foundation or corporation organized and operated in South
Dakota exclusively for the purposes specified in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended.
In furtherance of the objects of this corporation, it shall have any and all powers
permitted and allowed to nonprofit corporations under the laws of the State of South
Dakota, as now existing or hereafter enacted.
In addition to the above mentioned powers, this corporation shall also have all powers
necessary or incidental to the furtherance of its objects; provided, however, that said
powers shall not be exercised in violation of the laws and regulations governing tax
exempt charitable corporations described in the Internal Revenue Code of 1986, as
Board of Directors
1. This corporation shall have a board of directors who shall have full power to manage,
direct, and conduct the affairs and the business of this corporation.
2. The number of directors, manner of electing directors, removal of directors,
replacement of directors, and any and all other matters relating to the board of
directors shall be determined as provided for in the bylaws of this corporation.
The officers of this corporation shall consist of a chair, chair-elect, president, secretary-
treasurer, and such other officers as may from time to time be provided for in the bylaws
of this corporation. The election, removal, replacement and any and all other matters
relating to the officers of this corporation and their duties shall be determined as provided
for in the bylaws of this corporation.
Exemption From Personal Liability
The private property of the members, board of directors and officers and employees of
this corporation shall be exempt from liability for any and all debts, obligations, or
liabilities of this corporation.
Defense and Indemnification
This corporation shall defend and indemnify each member, director, officer or employee
of this corporation against any action, suit or proceeding arising by reason of the fact that
such person was a member, director, officer or employee or this corporation to the full
extent that such defense and indemnification is permitted pursuant to the provisions of
the South Dakota Nonprofit Corporation Act. It is recognized and understood, however,
that by reason of the provisions of SDCL 47-22-65.3, any such indemnity must be further
authorized in connection with any specific case as provided in SDCL 47-22-65.3.
Compensation of Directors and Officers
The compensation, if any, of directors and officers shall be determined in accordance
with the bylaws of this corporation.
These Articles of Incorporation may be amended at any regular meeting of the members
of this corporation or at any special meeting of the members of this corporation which is
called for that purpose. A majority vote of a quorum of the members of this corporation
present or represented by proxy at such a meeting shall be required to amend these
Articles of Incorporation.