ORIGINAL AMENDED ARTICLES OF INCORPORATION (Lr OF Nop THE REDEMPTORIS MATER SEMINARY, ARCHDIOCESE OF AGANA ‘A Guam Nonprofit Corporation Archbishop Anthony Sablan Apuron, OFM CAP, D.D. does hereby form a nonprofit ‘corporation under and by virtue of the provisions of the Guam Nonprofit Corporation Act. 18 G.C.A. §10101. fora lawful purpose other than pecuniary profit as hereinafze stated. ang to that end cerifies the following Articles as follows ARTICLE! NAME ‘The name of the Corporation is ‘THE REDEMPTORIS MATER SEMINARY, ARCHDIOCESE OF AGANA, ‘A Guam Nonprofit Corporation, ARTICLE I PERIOD OF DURATION ‘The duration ofthe Corporation shall be perpetual ARTICLE 111 PURPOSE ‘The purpose ofthe Corporation shall be to establish and conduct a House of Formation to prepare men for the priesthood for the new evangelization following the life and practice ‘of the Neoeatechumenal Way. in aecordance with the precepts ofthe Roman Catholic faith ‘The Corporation may own, leas, or otherwise procure all Such real and personal property as may be necessary to carry on any ofthe Corporation's business ARTICLE IV RELATIONSHIP TO ARCHDIOCESE OF AGANA. ‘The Corporation isan archdioceson seminary ofthe Archdiocese of Agana, Amended Anis of feorporaton REDEMPTORIS MATER SEMINARY, ARCHDIOCESE OF AGANA, Page LoARTICLE V POWERS OF THE CORPORATION {In furthsrance ofthe foregoing purposes and objectives (but not otherwise) and subject to ‘the restictions set forth in this article. the Corporation shall have and may exercise all of the powers now or hereafter conferred upon nonprofit corporations orzanized under the Jaws of Guam and may do everything necessary or convenient for the aécomplishment of ‘any of ‘he corporate purposes, either alone or in connection with otker oryanizations, entities or individuals. and either as principal or agent, subject to such limitations as are ot may be prescribed by law Restrctoas on Power. (1) No part of the net earninys of the Cosporation shall inure tothe benefit of or be Aistribusible to any director or office ofthe Corporation, of any other individual (except that reasonable compensation may be paid for services rendered to or for the benett oF the Corporation affecting one or more of ils purposes) and no director or officer of the Corporation. or any other individual. shal be entitied to share in any distnbution of any of ‘the corporate asses on dissblution of the Corporation or otherwise (2) _ No substantial part of the activities ofthe Corporation shall consist of carrying on nda or otherwise attempting to influence legislation. The Corporation shall nat ite 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)__ Upon the dissolution of the corporation, all of the Corporation’ assets shall be distributed to the ARCHDIOCESE OF AGANA, if it is then a tax exempt organization within the meaning of Section 501(c)(3) of the Intemal Revenue Code. or corresponding sestion ef any future federal tax cade. the Archdiocese of Agans is nol then so exempt, the asses shall be distributed only to an organization or organizations exempt fom taxation, pursuant to Section 501(c)(3) of the Internal Revenue Code, or the corresponding, sevtion of any future Federal tax code, as designated by the Board of Directors. (4) Notwithstanding any other provision of these Antcles of Incorporation, the Corporation shall not cary on any activities not permitted to be carried on by a corporation exempt from Federal income tax as an organization described in Section SOI(e)3) af the Intemal Revenue Code or by a corporation. contributions to which are deductible under Section 170(6)(2) ofthe Internal Revenue Code. Allreferences in these Articles of Incorporation to provisions ofthe intemal Revenue Code are to the provisions of the Intemal Revenue Code of 1986, as amended, and to the ‘corresponding provisions of any subsequent federal tax laws. Amended Arles corporation REDEMPTORIS MATER SEMINARY, ARCIIDIOCESE OF AGANA Page 2 ofARTICLE VI NO MEMBERS ‘The sole member shall be the Roman Catholic Archbishop of the Archdiocese of Agana, (the "Member". This Corporation shall be chanered on a non-stock basis. ARTICLE VII REGISTERED OFFICE ‘The address ofthe Comporation’s registered office shall be 196 Cuesta San Ramon STE B. Fiagatna, Guam 96910. ARTICLE VIII DIRECTORS. A. Board of Directors. The management of the affairs of the Corporation shall be vested in a Board of Directors, except as otherwise provided in the Guam Nonprofit Corporation Act, these Articles of Incorporation, or the Bylaws ofthe Corporation. and. xcept to the extent of the Sole Member's rights. The number of directors, their slassfications,ifany, their term of office. and the manner of their election or appointment shall be determined according te the Bylaws ofthe Corporation from time ta time in fore B. Liability of Diestors, No director shall be personally fable to the Corporation for ‘nonetary damages for any breach of Fciary diy as 9 director, except thatthe feuoing shall not eliminate of limit such director's liability o the Corporation for monetary damages forthe following: 11) Any breach of such directors duty of loyalty t the Corporation: 12) Any of such directors acts or omissions not in good faith or which involve ‘mentional misconduct ora knowing violation of law; 43) Any transsetion from which such director derived an improper personal benefit ARTICLE IX INITIAL BOARD OF DIRECTORS ‘The number of Directors shall consist of not hss than five (5) nor more than fifteen (15) members. and the names and addresses of the persone who are to serve as such Directors Amended Ame corporation REDEMPTORIS MATER SEMINARY, ARCHDIOCESE OF AGANA. Page SafName Adktess (1) Archbishop of Agana 196 Cuesta San Ramon STE B Hagatna, Guam 96910 (2) Fr. Raymond LaBranche Room I01, Seminary Lane Mangitao, Guam 96913 (9) Fr. Pius Sammut Room 101. Seminary Lane Mangilao, Guam 96913 (4) Shawn Leon-Guerrero P.O. Box $333 Hiagatna, Guam 96932 (5) Edward Untalan 590 South Marine Drive, #511 Tamuning, Geam 96911 (6) Ricardo Eusebio, M.D. P.O. Box 11347 ‘Tamuning, Guam 96931 The Sole Member ofthe Corporation shall at sll times serve as the Chairmen ofthe Board of Directors. The Sole Member shall reserve the right to delegate the chairmanship ofthe ‘Board of Directors tothe Restor of the Seminary. ARTICLE INDEMNIFICATION OF CORPORATE AGENTS ‘The Corporation shall indemnify every coeporate :yent as defined in and tothe fll extent permitted by Guam. ARTICLE XI BOARD OF GUARANTORS The Board of Guarantors shall be tasked to guarantee she purposes of the Corporation. tt shall have veto or approval povwer over the management oF the affairs of the Corporation. on all matters related to the pursuit oF the purposes of the Corporation, and except to the extent of the Sole Member’ rights. The Sole Member sual at all times serve as the Chairman ofthe Board of Guarantors. The number of guarantors shall consist of not less fhan four (4) nor more then seven (7) members. and the names and addresses ofthe persons. ‘sho are to serve such as guarantors are Amended Ailes oeorpsation REDEMPTORIS MATER SEMINARY, ARCHDIOCESE OF AGANA, Pave oFName Address (1) Archbishop of Agana 196 Cuesta San Ramon STE B Hagatna, Guam 96910 (2) Mr. Giuseppe Gennarini 3 Howard Place Englewood, NI 67631 (3) Mrs. Claudia Gennarini 3 Howard Plsce Englewood. NJ 67631 (A Fr Angelo Pochett (6502 Jackson Street ‘West New York. NJ 07093, ARTICLE XII INCORPORATOR ‘The name and address ofthe incorporates: Anthony Sablan Apuron, OFM CAP, DD.. lacurstent, Archbishop of Agana. A Corporation Sole, 196 Cuesta San Ramon STE B Guam 96910, These Articles eeify the following For purposes of somplying with § 10103 of Tile ofthe Guam Code Annotated o the Guam Nonprofit Corporation Act: (i) The undersigned, Anthony Sablan Apuron, OFM CAP...B.D. is the Incumbent Archbishop of Agana, 3 Comporation Sole: Gi) That the rules, regulations and uiseipline of the Roman Catholic Chureh are not inconsistent with a corporation sole, as set forth herein: iil) That as the Archbishop of the Archdiocese of Ayana of the Roman Catholic Church, he is charged with the administration of the temporalties and the ‘management of the estates and properties of the Archdiocese of Agana: liv) The successor ofthe corporate sole ofthe Archdiocese of Agana is consistent with themanner in which any vacancy occurring inthe office ofbishop is required to be filled according to the rules. regulations. or diseipline of the Roman Catholic Church: and tv) The place where the principal office ofthe corporation soleis to be established and Ibeated within Guam, Amended Anclf Incomraticn .REDEMPTORIS MATER SEMINARY. ARCHDIOCESE OF AGANA. Pa SoftIN WITNESS WHEREOF, the undersigned. as the Incorpratr of the Corpraton named above, has executed these Amended Ariel of IneomporationthisdZ& day of January, 2018, «OFM, CAP., DD, Incumbent CITY OF HAGATNA, , GUAM ) ANTHONY S. APURON, OFM, CAP... D.D. being duly sworn state: Lam the Roman ‘Catholic Archbishop of Agana, and the Sole member of the foregoing Corporation ‘organized for the administration of its temporalties and for the managenent of its propemtis or estates thatthe incomporation othe REDEMPTORIS MATER SEMINARY ARCHDIOCESE OF AGANA is not forbidden by the Code of Canon Law promulgated hy the Roman Catholie Church, SUBSCRIBED AND SWORN to before me on the 2 Aday of Janus NOTARY PUBLIC Amended Anise flsorperation REDEMPTORIS MATER SEMINARY, ARCHDIOCESE OF AGANA Page SfSTATEMENT OF TREASURER [REDEMPTORIS MATER SEMINARY, ARCHDIOCESE OF ak A Guam Nonprofit Corporation “The undersigned, Danny Quiehocho, the duly appointed Treasurer ofthe REDEMPTORIS MATER SEMINARY, ARCHDIOCESE OF AGANA, does hereby cently thatthe Redemptoris Mater Seminary, Archdiocese of Ayana is a Nonprofit. and Non-Stock bass compotion organized and existing under the laws of Guam, The undersigned further certifies that he tsa resident of 1 qualified to serve as Treasurer forthe Corporate Dated om this 20" day of January, 2015, DANNY LE HOCHO, Teaser Redemploris Mater Seminary, Archdiocese of Agena SUBSCRIBEDANDSWORN to beforemeonthe 27 “Gayot amaary. 2015 NOTARY PUBLIC EDNA RREBANAL| ROTA ES pO bata Gu S02ORIGINAL CERTIFICATE OF AMENDMENT TO (epi - ARTICLES OF INCORPORATION OF tence REDEMPTORIS MATER SEMINARY, ARCHDIOCESE OF AGAD A Guam Nonprofit Corporation Ue undersigned, Anthooy Sablan Apuron, OFM CAP, D.D. Incumbent, Archbishop of Agana, Ine soe neorporator and wle member ofthe Redemporis Mater Seminary, Archdiocese of Agana, Guam Nonprofit Corporation, organized and existing under and by virue of the laws of Gum, docs hereby CERTIFY thatthe Resolution Amending Anicles of Incoporation and the atached Amended Anicles of {corporation dated January 28, 2015, of ssid REDEMPTORIS MATER SEMINARY. ARCHDIOCESE OF AGANA, area te and eorex copy there as amended, Ded on this28* day of January, 2018, Sole Incorporator and Sole Member Relemproris Mater Seminary. Archdiocese of Agana han A Cpt ROSA CEPEDA Nora PURLIC SOTA, cite ana 8 35 ern Cart Pi, Cun 0913 0. grt, Ore