Alumni Association Articles of Incorporation

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SAINT THOMAS ACADEMY ALUMNI ASSOCIATION

(formerly known as ST. THOMAS ACADEMY ALUMNI ASSOCIATION)

The undersigned, Michael Lee, Secretary of St. Thomas Academy Alumni Association, a Minnesota non-profit corporation (the “Corporation”), hereby certifies that:

(1) The name of the Corporation is St. Thomas Academy Alumni Association

(2) The Corporation’s Articles of Incorporation have been amended and restated to read in their entirety as follows:

ARTICLE I

Name

The name of this corporation shall be: Saint Thomas Academy Alumni Association (the “Corporation”).  The Corporation is organized under Chapter 317A of the Minnesota Statutes, the Minnesota Nonprofit Corporation Act.

ARTICLE II

Registered Office

The registered office of the Corporation is located at

ARTICLE III

Purpose

The purpose of the Corporation is to advance the interests of Saint Thomas Academy, Mendota Heights, Minnesota (the “Academy”), by promoting a closer relationship and understanding between the Academy and its alumni, and by assuring that the spiritual, intellectual, and material resources of the alumni are made available to advance the interests of the Academy.

The Corporation shall not afford pecuniary gain, incidentally or otherwise, to its members. 

ARTICLE IV

Duration

The period of duration of the Corporation’s existence shall be perpetual.

ARTICLE V

Classes of Membership

The Corporation shall have one or more classes of members whose attributes, limitations and voting rights shall be as prescribed in the Bylaws of the Corporation.  The Board of Directors may establish classes of members upon such conditions and terms as it from time to time deems appropriate.

ARTICLE VI

Management

The management and direction of the business of the Corporation shall be vested in a Board of Directors.  The number, term of office, powers, authority and duties of members of the Board of Directors, the time and place of their meetings, and such other regulations with respect to them as are not inconsistent with the express provisions of these Articles of Incorporation shall be as specified from time to time in the Bylaws of the Corporation. 

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by written action signed by the number of directors that would be required to take the same action at a meeting of the Board of Directors at which all directors were present.  All directors shall be notified immediately of the text and effective date of any such written action that is duly taken.  

ARTICLE VII

Capital Stock

The Corporation shall have no capital stock.

ARTICLE VIII

Obligations

The directors, officers and members of the Corporation shall not be personally liable for the debts or obligations of the Corporation of any nature whatsoever, nor shall any of the property of the directors, officers or members be subject to the payment of the debts or obligations of the Corporation to any extent whatsoever.

ARTICLE IX

Amendment

These Articles of Incorporation may be amended from time to time by the Board of Directors as permitted by the Bylaws of the Corporation. 

(3) The foregoing amendment and restatement has been adopted pursuant to Chapter 317A of the Minnesota Statutes.

Michael Lee, Secretary

M1:1091549.02