RESTATED ARTICLES OF INCORPORATION
THE TRUSTEES OF GRINNELL COLLEGE
TO THE SECRETARY OF STATE
OF THE STATE OF IOWA:
Pursuant to section 504.1006 of the Revised Iowa Nonprofit Corporation Act, the undersigned corporation adopts the following Restated Articles of Incorporation [on February 24, 2012]:
I - NAME
The name of this Corporation is The Trustees of Grinnell College.
II - DURATION
The Corporation shall continue in perpetuity.
III – OBJECTS
The particular objects for which this Corporation is formed and maintained are: to continue the maintenance, management, and support of the College at Grinnell, Iowa, heretofore known as Iowa College and now known as Grinnell College; to provide through said College and such additional departments, schools, and colleges as the Corporation may deem fit to establish, opportunities for study in all phases of higher education to qualified persons; to establish and maintain one or more colleges, preparatory schools and elementary schools in which may be taught all branches of learning and which may comprise and embrace separate departments of literature, music, technology, theology, the various branches of science, both abstract and applied, and the cultivation of the fine arts, and to provide and maintain courses of instruction in all of said departments. The Corporation is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 50l(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent federal tax laws).
IV PROHIBITED ACTIVITIES
1. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its Trustees, officers, members or other private persons, except that the Corporation shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes of the Corporation.
2. 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.
3. Notwithstanding any provision herein to the contrary, the Corporation shall not engage in or carry on any activities not permitted to be engaged in or carried on by an organization exempt from federal income taxation under Section 501(a) of the Code, as an organization described in Section 501(c)(3) of the Code, or any other activities which would jeopardize favorable tax treatment of the Corporation as an exempt organization under the laws of the United States or the State of Iowa.
V - MEMBERS
The Corporation has no members within the meaning of the Revised Iowa Nonprofit Corporation Act.
VI – POWERS
The Corporation shall have the powers and privileges given or allowed by law to corporations other than those organized for pecuniary profit. More particularly, but not by way of limitation upon such powers, it shall have the power and right to have and use a common seal; to make, alter, and amend such By Laws of the Board of Trustees as it may deem necessary for the purposes of its operations; to receive, hold, invest, and disburse all moneys and property of every kind and character, and the income thereof, which may be vested in or entrusted to the care of the Corporation, whether by purchase, gift, grant, bequest, devise, or otherwise, either in absolute ownership or subject to reserved estates or interests or subject to contractual obligations of this Corporation; to act as trustee of real or personal property under agreement with or testamentary disposition made by persons desiring to give or provide moneys, property, or the income thereof for any one or more of the departments of the College, or for its general endowment and maintenance; to own, hold, lease, mortgage, manage, sell, assign, transfer, and convey any and all real and personal property in which this Corporation may have any legal, equitable, or contractual interest, or dispose of the same in such manner as shall be deemed most advantageous to achieve the said objects of this Corporation.
VII - DISSOLUTION
Upon the dissolution of the Corporation, the Board of Trustees shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or corresponding section of any future federal tax code, or the assets shall be distributed to the federal government, or to a state or local government, for a public purpose.
VIII – LIABILITY
A trustee of the Corporation shall not be liable to the Corporation for money damages for any action taken, or any failure to take any action, as a trustee, except liability for any of the following: (1) the amount of a financial benefit received by a trustee to which the trustee is not entitled; (2) an intentional infliction of harm on the Corporation; (3) a violation of the unlawful distribution provision of the Revised Iowa Nonprofit Corporation Act; or (4) an intentional violation of criminal law. If the Revised Iowa Nonprofit Corporation Act is hereafter amended to authorize the further elimination or limitation of the liability of trustees, then the liability of a trustee of the Corporation, in addition to the limitation on personal liability provided herein, shall be eliminated or limited to the extent of such amendment, automatically and without any further action, to the fullest extent permitted by law. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any limitation on the personal liability or any other right or protection of a trustee of the Corporation with respect to any state of facts existing at or prior to the time of such repeal or modification.
IX - INDEMNIFICATION OF TRUSTEES OF OFFICERS
This Corporation shall indemnify a trustee for liability (as such term is defined in section 504.851(5) of the Revised Iowa Nonprofit Corporation Act) to any person for any action taken, or any failure to take any action, as a trustee, except liability for any of the following: (1) receipt of a financial benefit by a trustee to which the trustee is not entitled; (2) an intentional infliction of harm on the Corporation; (3) a violation of the unlawful distribution provision of the Revised Iowa Nonprofit Corporation Act; or (4) an intentional violation of criminal law. Without limiting the foregoing, the Corporation shall exercise all of its permissive powers as often as necessary to indemnify and advance expenses to its trustees, officers, and committee members to the fullest extent permitted by law. If the Revised Iowa Nonprofit Corporation Act is hereafter amended to authorize broader indemnification, then the indemnification obligations of the Corporation shall be deemed amended automatically and without any further action to require indemnification and advancement of funds to pay for or reimburse expenses of its trustees, officers and committee members to the fullest extent permitted by law. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any indemnification obligations of the Corporation with respect to any state of facts existing at or prior to the time of such repeal or modification. The Corporation's obligation to make indemnification and pay expenses pursuant to this Article IX shall be in excess of any insurance purchased and maintained by the Corporation pursuant to the By-Laws. To the extent that indemnity or expenses of a person entitled to indemnification and payment of expenses pursuant to this Article are paid by such insurance, such payments will be deemed to be in satisfaction of any obligation of the Corporation pursuant to this Article.
X - AMENDMENTS
These Articles of Incorporation may be amended on the proposal of any member of the Board, other than Life Trustees, such proposal to be communicated in writing to the Chair of the Board or to the President of the College in sufficient time to provide for notice and distribution thereof as stipulated herein, at any annual or other meeting of the Board of Trustees by a vote of the majority of the regular Trustees, provided, however, that notice of any proposed amendment shall have been mailed to each Trustee at least fifteen (15) days before the date of any such meeting.
XI - RESTATED ARTICLES
The foregoing Restated Articles of Incorporation correctly set forth the Articles of Incorporation of the Corporation as heretofore or hereby amended, having been duly adopted as required by law; and supersedes the previous Restated Articles of Incorporation and all amendments thereto.