RESTATED ARTICLES OF INCORPORATION OF EMORY UNIVERSITY
The Charter of Emory University was granted on January 25, 1915, by Judge C. S. Reid of the Superior Court of DeKalb County.
The Restated Articles of Incorporation, setting forth unamended provisions of the original Articles of Incorporation together with amendments adopted in the form of the Restatement, were adopted by a resolution of the Board of Trustees on November 12, 1987.
The Restated Articles of Incorporation were further amended by a resolution of the Board of Trustees on April 12, 1990, November 14, 1991, and February 14, 2008.
RESTATED ARTICLES OF INCORPORATION OF EMORY UNIVERSITY
The provisions hereof constitute the Restated Articles of Incorporation of Emory University (the "Corporation"), as restated pursuant to Section 14-3-1002 and 14-3-1006 of the Georgia Nonprofit Corporation Code ("Code"). Certain amendments to the Articles of Incorporation of the Corporation are adopted in the form of this Restatement as is authorized by the Code. Further, as required by the Code, the Corporation hereby certifies that:
(A) The Restated Articles of Incorporation purport to restate all those provisions of the original Articles of Incorporation in effect as of the date of filing hereof which are not amended in this Restatement, and such provisions together with the amendments adopted in the form of this Restatement constitute the Restated Articles of Incorporation of the Corporation.
(B) The Board of Trustees of the Corporation duly adopted a resolution on February 14, 2008, setting forth these Restated Articles of Incorporation. There are no members of the Corporation, and the vote of at least a majority of the Trustees present at the meeting, but not less than eight, is required to adopt the restatement, and such restatement was adopted by unanimous vote of all thirty-one Trustees present at said meeting.
(C) These Restated Articles of Incorporation of the Corporation shall be as follows:
THE petition of BISHOP JOHN C. KILGO and REVEREND PLATO T. DURHAM, of the State of North Carolina, BISHOP J. H. MCCOY, of the State of Alabama, BISHOP W. B. MURRAH, G. T. FITZHUGH, W. G. M. THOMAS, and REVEREND A. J. LAMAR, of the State of Tennessee, T. T. FISHBURNE, and H. R. FITZGERALD, of the State of Virginia, REVEREND W. D. BRADFIELD, and J. E. COCKRELL, of the State of Texas, J. P. SCOTT, of the State of Louisiana, REVEREND F. J. PRETTYMAN, of the District of Columbia, BISHOP W. A. CANDLER, ASA G. CANDLER, and W. D. THOMSON, of the State of Georgia, shows to the Court:
1: That pursuant to action had by the General Conference of the METHODIST EPISCOPAL CHURCH, SOUTH, at its recent session held in Oklahoma City, petitioners were appointed members of the Educational Commission of the Methodist Episcopal Church, South, and as such were authorized to establish for and in behalf of the Methodist Episcopal Church, South, an institution or institutions of higher education, of the grade of a university, including also a school of theology, and were instructed to take such steps as are necessary to incorporate the same so as to secure to the Methodist Episcopal Church, South, the ownership and control of the same in perpetuity.
2: That pursuant to the authority thus given to petitioners, they are about to establish and locate such an institution of higher education in said State of Georgia and County of DeKalb, of which institution, the Methodist Episcopal Church, South, is and shall be always regarded and held to be the founder.
3: The name of said Corporation shall be, EMORY UNIVERSITY.
4: The said institution will have no capital stock, and will not be conducted for pecuniary gain, or profit to anyone, but its sole purpose will be to give, promote, and extend under Christian influence and under the auspices of the United Methodist Church, instruction and education in theology and in the arts, sciences, and professions, and to encourage and promote research and study in all branches of learning.
5: The said Corporation shall be managed, and its affairs conducted and powers exercised by a Board of Trustees, said petitioners constituting the first Board of such Trustees, and as such, holding office until the adjournment of the sessions of the General Conference of the Methodist Episcopal Church, South, to be held in 1918, and until their successors are appointed or elected.
6: At the next session of the General Conference of the Methodist Episcopal Church, South, to be held in the year 1918; there shall be elected by said General Conference, upon the nomination of a committee of nine to be appointed by the Bishops of said Methodist Episcopal Church, South, a Board of Trustees as successors to petitioners, said Board to consist of thirty members, of whom not less than eight (8) shall be residents of the State of Georgia and not less than two (2) shall be residents of the State of Florida. One-third of the Trustees so elected shall be elected for a term of four years, one-third for a term of six years, and one-third for a term of eight years. Thereafter, the terms of office of said Trustees shall be eight years, and until their successors are elected and confirmed. All vacancies in said Board of Trustees thereafter occurring by death, resignation, expiration of term of office, removal, or otherwise, shall be filled by said Board of Trustees, provided, however, that no person so elected to fill a vacancy on said Board shall become a Trustee, or take any part in the deliberation of said Board, until he shall have first been confirmed by the Southeastern Jurisdictional Conference of the United Methodist Church, or by some Agency designated by it to confirm or reject such Trustee.
7: On and after February 14, 2008, Section 6 shall have no further effect, and the Board of Trustees shall consist of a maximum of thirty-four (34) members who shall be elected to serve one six (6) year term and shall then be eligible for additional four (4) year renewable terms or until their successors are elected and confirmed. Notwithstanding the foregoing, any Trustee elected prior to February 14, 2008 for an eight-year term may complete the remainder of his or her eight-year term before becoming eligible for a renewable four year term. All vacancies in said Board of Trustees thereafter occurring by death, resignation, expiration of term of office, removal, or otherwise, shall be filled by said Board of Trustees, provided, however, that no person so elected to fill a vacancy on said Board shall become a Trustee, or take any part in the deliberation of said Board, until he or she shall have first been confirmed by the Southeastern Jurisdictional Conference of the United Methodist Church, or by some Agency designated by it to confirm or reject such Trustee.
8. Said Board of Trustees shall also have authority and power at any time that it may deem it wise so to do, to provide for and admit to membership in said Board, not exceeding eleven (11) additional Trustees to be elected or appointed by the Alumni of said University, in such way and manner as may be agreed upon. Provided, however, that no Trustees so elected or appointed by said Alumni shall become members of the Board of Trustees of this University, or have any right to participate in the meetings of said Trustees until they shall have first been submitted to and confirmed by the Southeastern Jurisdictional Conference of the United Methodist Church, or some Agency designated by it to confirm or reject said Trustees. Such Trustees shall serve one term of six (6) years.
9. The Southeastern Jurisdictional Conference of the United Methodist Church, shall have power to remove, for cause, any member of said Board, after giving said member opportunity to be heard in his own defense. After the removal of any Trustee by the Southeastern Jurisdictional Conference of the United Methodist Church, the action of said Conference shall be certified to the Board of Trustees of Emory University by the Secretary of the Southeastern Jurisdictional Conference and such action shall be entered on the minutes of the Emory University and, thereupon, the vacancy in said Board of Trustees shall be declared to exist and shall be filled as hereinbefore provided.
10. The Corporation shall have perpetual duration.
11. The home office of said Corporation shall be in said County of DeKalb, outside the limit of any incorporated city, town or village, but the Corporation may establish, have and maintain, departments, schools or branches of said University in any other county or counties of said State and in any other state.
12. The Corporation shall have the power to acquire both real and personal property by purchase, exchange, devise, gift, or donation, and to hold, use, or invest same in such way and manner as may tend to promote the objects of said Corporation; and to carry out all purposes designated by the donors, including especially, the right, without any order of court, to lend on security approved by it, or to otherwise invest any and all funds which may be received by it as endowment. Provided, however, that all property, real or personal, that may be purchased or otherwise acquired by said Corporation, shall be received, used, kept, maintained and disposed of for the educational purposes in this charter set forth, subject to the discipline and usage of the United Methodist Church, as from time to time authorized and declared by appropriate bodies of said Church. The Corporation shall have the power to have a common seal, to sue and be sued under the corporate name above stated; to keep and maintain order and discipline among its student body and on its campus; to make any and all contracts with reference to acquisition, management, control, incumbrance, sale, or disposition of its property not contrary to the laws of Georgia, or of the United States, or to any action that may be taken by the Southeastern Jurisdictional Conference of the United Methodist Church.
13. Said Corporation shall also have authority to give or provide for instruction in theology, and all of the arts, sciences, and professions, and in all branches of higher instruction and learning, and to that end, to establish or acquire such schools, departments, and faculties as it may deem proper; and in connection with the medical school established or maintained by it, to establish, or acquire and maintain such hospitals, dispensaries, and training schools for nurses as may be necessary or useful in connection therewith.
14. Said Corporation shall also have power and authority to receive by donation or purchase or to otherwise acquire, upon such terms as may be agreed upon, either by way of merger or consolidation, the property, assets, and good will of any entity, whether or not incorporated under the laws of Georgia or otherwise; provided that the acquisition does not result in loss of the Corporation's tax exempt status, or to become affiliated therewith upon such terms and conditions and to such extent and for such purposes as may be agreed upon, or to receive, maintain, support, and control any such entity as a department of such University, with power to appoint or elect the Trustees thereof, if the same is maintained as a separate corporation; or to agree with any other such entity as to basis of correlation of departments, or courses of study, or any other means by which the work thereof may be correlated with the work of said University.
15. ALSO, POWER AND AUTHORITY to prescribe the course of study and the degrees of proficiency therein necessary to graduation in any school or department, or under any faculty created, maintained, or controlled by it, and to grant such diplomas or certificates to graduates or students in any of such schools or departments, or affiliated colleges, or under any such faculty as it may deem proper, and to confer such degrees upon such graduates as may be appropriate, and such as are conferred by other universities maintaining or controlling similar schools of instruction and learning; also, to grant honorary degrees to persons distinguished for learning, ability, and character in their respective vocations.
16. Said Corporation shall also have power to make and adopt all such bylaws, rules, and regulations as may seem to it necessary or proper for the management, control, and conduct of the affairs and property of said University, and said bylaws, rules, and regulations so adopted shall be binding on said Corporation until amended in the manner and form prescribed therein for their amendment; provided, none of said bylaws, rules or regulations shall be contrary to any of the laws of the State of Georgia, or of the United States, or to any laws, rules, resolution, action, or regulations now existing, or that may hereafter be taken or adopted by the Southeastern Jurisdictional Conference of the United Methodist Church; and said Corporation shall also have all other such powers of authority as are conferred upon nonprofit corporations by the laws of the State of Georgia.
17. 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 care or other duty as a member of the Board of Trustees; provided that this provision shall not eliminate or limit the liability of any such person:
(1) for any appropriation, in violation of his duties, of any business opportunity of the Corporation;
(2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(3) for any transaction from which such person derived an improper personal benefit; or
(4) for the types of liability for Conflicting Interest Transactions set forth in sections 14-3-860 through 14-3-864 of the Georgia Nonprofit Corporation Code.
The limitation of liability hereby conferred shall be in addition to and not in lieu of all other limitations, immunities, and indemnities conferred by law, this Charter, and the bylaws of the Corporation.
18. In the event of dissolution, the residual assets of the Corporation will be turned over to one or more organizations which themselves are exempt as organizations described in Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1986 or corresponding sections of any prior or future law, or to the Federal, State, or local government for exclusive public purpose.
19. Notwithstanding any other provision of these articles, this Corporation will not carry on any other activities not permitted to be carried on by (a) a corporation exempt from Federal income tax under Sections 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States internal revenue law or (b) a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 or any other corresponding provision of any future United States internal revenue law.
20. Said Corporation is organized exclusively for religious, charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law). 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 set forth above. Notwithstanding any other provision of these Articles, the Corporation is not organized and shall not be operated for profit; 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 any candidate for public office.
21. The Corporation shall have no members.
WHEREFORE, petitioners pray that they may be incorporated under the name and style above stated, for such time as stated, with all of the rights, powers, and privileges hereinabove set forth, and subject to such liabilities and restrictions as may be imposed by the law of Georgia upon other similar corporations.