Restated
ARTICLES OF INCORPORATION
of
THE TRUSTEES OF GRINNELL COLLEGE
May 1, 2004
TO THE SECRETARY OF STATE OF THE STATE OF IOWA:
Pursuant to the provisions of Section 39 of the Iowa Nonprofit Corporation Act, the undersigned corporation adopts the following Restated Articles of Incorporation:
I NAME
The name of this Corporation is:
THE TRUSTEES OF GRINNELL COLLEGE
and its principal office and place of business shall be at Grinnell, Poweshiek County, Iowa.
II DURATION
This 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 1954 (or the corresponding provision of any future United States Internal Revenue Law).
IV MEMBERS
This Corporation has no members within the meaning of Section 11 of the Iowa Non Profit Corporation Act.
V POWERS
This 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.
VI TRUSTEES
The legal authority with respect to, and the responsibility for the operation of, said Corporation and of Grinnell College is hereby vested in a board of directors (herein referred to as The Board of Trustees) consisting of not less than sixteen (16) or more than thirty-two (32) members, excluding Life Trustees, at least one quarter (1/4) of whom shall be, at all times, alumni or alumnae of Grinnell College. Trustees, other than Life Trustees, shall be elected by the Board of Trustees for terms of not more than four (4) years as provided in the By Laws. Said Board is now created and shall be hereafter maintained as provided herein and in the By Laws of The Trustees of Grinnell College.
VII OFFICERS
At each biennial meeting of the Board of Trustees, the Trustees shall elect a Chair, one or more Vice Chairs, Secretary, Treasurer, and Executive Committee which may act as and for the Board as specified in the By Laws, and may elect such other officers and committees as may be deemed necessary by the Board. The Chair and members of the Executive Committee shall be members of the Board of Trustees; the Secretary and Treasurer need not be. The powers and duties of all officers of the Corporation and of the committees shall be governed by the By Laws of the Corporation, except as provided in these Articles of Incorporation.
VIII BY LAWS
The Board of Trustees shall make for the Board By Laws not inconsistent with the terms of these Articles or with the laws of this State, for the government and control of said Corporation and its several departments; for the proper management of the educational, fiscal, and other affairs of said Corporation; and for the care, disposition, management, and investment of all moneys and property belonging to it or entrusted to its care. Said By Laws for the Board shall provide for the annual and other meetings, provided, however, that the annual meeting of the Corporation and of its Board of Trustees shall be held in Grinnell, Iowa, in the month of April, May, or June in each year. Said By Laws may provide for their amendment at any meeting of the Board of Trustees by a vote of two thirds (2/3) of the regular Trustees present, provided said number also constitute a majority of all the then regular Trustees.
IX LIABILITY AND INDEMNIFICATION OF TRUSTEES
A Trustee, officer, employee or member of the Corporation is not liable on the Corporation's debts or obligations and a Trustee, officer, member, or other volunteer is not personally liable in
that capacity, for a claim based upon an act or omission of the person performed in the discharge of the person's duties, except for a breach of the duty of loyalty to the Corporation, for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, or for a transaction from which the person derives an improper personal benefit. The
Corporation shall indemnify any Trustee or officer, or former Trustee or officer, of the Corporation, against expenses actually and reasonably incurred by said Trustee or officer in connection with the defense of any action, suit, or proceeding, civil or criminal, in which that Trustee or officer is made a party by reason of being or having been such Trustee or officer, except in relation to matters as to which said Trustee or officer shall be adjudged in such action, suit, or proceeding, to be liable for negligence or misconduct in performance of duty. Such indemnification is not to be deemed exclusive of any right to which any Trustee or officer of the Corporation may be entitled under the laws of the State of Iowa or the By Laws of the Corporation. The Board of Trustees is authorized to make any other indemnification by duly adopted Resolution.
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 THESE RESTATED ARTICLES OF INCORPORATION:
(1) Correctly set forth the provisions of the Articles of Incorporation of the Corporation as heretofore and hereby amended;
(2) Have been duly adopted as required by law; and
(3) Supersede the official Articles of Incorporation of the Corporation and all amendments thereto as well as the previous renewed, amended, and substituted Articles of Incorporation.
Dated: May 1, 2004
