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CORPORATE CHARTER APPROVAL SHEET

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ID U F03918935 ACK U 1000361999659711

PAGES: 0006

AFFORDABLE HOUSING CENTERS OF AMERICA, INC. AIKIA AFFORDABLE HOUSING CENTERS 0 F AMERICA

02122/2010 AT 10:40 A WO U 0001823195

L Change of Name

.,__ Change of Principal Office __ Change of Resident Agent

__ Change of Resident Agent Address __ Resignation of Resident Agent __ Designation of Resident Agent

and Resident Agent's Address Change of Business Code

7 Adoption of A"um,d Nam,

__ Other Change(s)

Code _

Attention: _

Mail: Name and Address

RCORN HOUSING CORPORATION INC

S~301 .

209 W JACKSON BLVD

CHICAGO IL 60606-6907

CUST ID:0002380157

WORK ORDER:0001823195 DATE:02-24-2010 09:20 AM AMT. PAID:$300.00

REGISTERING OR QUALIFYING TO DO BUSINESS IN MARYLAND UNDER AN ASSUMED NAME

(please type or print using black ink only)

The undersigned Corporation for the purpose of registering or qualifying to do business under an assumed name pursuant to Section 2-106 of the Corporations and Associations Article of the Annotated Code of Maryland hereby certifies:

(a) That the undersigned Corporation is incorporated under the name of Affordable Housing Centers of America

(b) That the undersigned Corporation is unable to register or qualify to do

business under its corporate name in Maryland.

(c) That the undersigned Corporation agrees to transact business in this State

ONLY under the assumed name of

Affordable Housing Centers of America, Inc.

(d) That the undersigned Corporation agrees to use the assumed name in all of it's dealings with the Department and the conduct of its affairs in this State.

BY:

Ke-

FOREIGN CORPORATION QUALIFICATION

The undersigned Corporation for the purpose of qualifying pursuant to the provisions of Title 7 of the Corporations and Associations Article of the Annotated Code of Maryland, to do intrastate, interstate and foreign business as a foreign Corporation in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation:

Affordable Housing Centers of America (formerly known

(A) That the name of the Corporation is _

as ACORN Housing Corporation, Inc.)

(8) The corporation was formed in the State of _L_O_u_i_s_ia_n_a _

(C) That the address of the Corporation is 209 W. Jackson, #301, Chi cago, IL

60606

. . . . NATIONAL REGISTERED AGENTS,

(D) That the name of the resident agent of the corporation In Maryland 15, _

_ I_N_C_. _O_F_M_D whose address is _

836 PARK AVENUE, SECOND FLOOR, BALTIMORE, MD 21201

(EVERY FOREIGN CORPORATION QUALIFIED IN MARYLAND IS REQUIRED TO NAME A MARYLAND AGENT) (E) (OPTIONAL) That the address of the principal office of the Corporation in Maryland is 5640 Midwood Avenue, 1st Floor Baltimore, MD 21212

(F) That the Corporation (check appropriate response):

(1) GZJ has (2)0 has not done intrastate, interstate or foreign business in this State before qualification or registration as a foreign Corporation or after the qualification or registration was cancelled.

NOTE: If the box in Part (F) is checked indicating that the Corporation has done intrastate, interstate or foreign business in Maryland before registering or qualifying or after the registration or qualification has been cancelled; a penalty of $200 must accompany this form in addition to the filing fee.

BY; ~a~Vice President)

I hereby consent to my deslqnation in this document as resident agent for this corporation.

SIGNED -'~:;.:_..;;....:;~,.___=.~ _

Resident Agent

Revised 8198

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SECRETARY OF STATE

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the attached document(s) of

AFFORDABLE HOUSING CENTERS OF AMERICA

are true and correct and are filed in the Louisiana Secretary of State's Office.

40068908

NMCHG

1/8/2010

3 page(s)

CUST ID:0002380157

WORK ORDER:0001823195 DATE:02-24-2010 09:20 AM AMT. PAID:$300.00

In testimony whereof, I have hereunto set my hand and caused the Seal of my Office to be affixed at the City of Baton Rouge on,

January 12, 2010

o JQ",~

/Yw~elDII1I of.q;laIe AG 34170614N

Certificate 10: 10036605#ONJ51

To validate this certificate, visit the following web site, go to Commercial Division, Certificate Validation, then follow the instructions displayed. www.sos.louisiana.gov

Page 1 of 1 on 1/12120103:21:01 PM

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+.ail a 2818 l1.B~

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AMENDMENTS TO ARTICLES OF INCORPORATION OF ACORN HOUSING CORPORATION, INC., THE NAME OF WHICH IS AMENDED TO BE AFFORDABLE HOUSING CENTERS OF AMERICA

The undersigned directors being desirous of amending the Articles of Incorporation of ACORN Housing Corporation, Inc. adopted on March 13, 1985, hereby amend said articles so that the amended Articles of Incorporation read in their entirety as follows:

. AMENDED ARTICLE I

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The name of the Corporation is Affordable Housing Centers of America ..

AMENDED ARTICLE 2

(a) Affordable Housing Centers of America is organized exclusively for charitable, religious, educational and scientific purposes including the provision of housing counseling services to homeowners at risk for mortgage foreclosure and the provision of housing counseling services to low- and moderate-income first time home buyers; the development of low- and moderate-income: housing and transfer of such housing as a non-profit corporation to low- and moderate-income families to meet their housing needs; the rehabilitation. of deteriorated or abandoned housing and the transfer of such houses at no or minimal cost to I'Jw- and moderate-income families to meet their housing needs; and the provision of other housing-related services to low- and moderate income people with housing-related needs.

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(b) Affordable Housing Centers of America is organized exclusively for charitable, religious. educational, and scientific purposes, including, for such purposes, making distributions to organizations that qualify as exempt organizations under Section

501 (c)(3) of the Internal Revenue Code or corresponding section of any future federal

tax code. .

(c) Affordable Housing Centers of America shall lessen the burdens of government, promote the social welfare, lessen neighborhood tensions, eliminate prejudice and discrimination, combat community deterioration, and relieve the poor and distressed through helping to make available and preserve housing for people of limited incomes and engaging in activities that arc helpful to implement those ends.

AMENDED ARTICLE .1

(0) No part of the net earnings of the corporation shall intire to the benefit of or be distributed to its directors, 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 corporate purpose set forth in these articles. 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 shalJ

not participate in. or intervene in (including the publishing or distribution of statements)

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any political campaign for public office, except that the corporation may engage in those activities allowed by Internal Revenue Code §501(h), if the corporation makes an election to operate under the provisions of §501(h) (or the corresponding provisions of any future U.S. Internal Revenue law). The corporation shall not carry on anyother activities not permitted to be carried all (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provision of any future U.S. Internal Revenue law, or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future U.S. Internal Revenue law).

(b) Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision fOI payment of all the liabilities of the corporation. dispose of all of the assets of the corporation to such organization or organizations as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 and described in Section 170 of said Code (or the corresponding sections of any future U.S. Internal Revenue law) as the Board of Directors shall determine and shall not inure to the benefit of any private member or individual. Any such assets not so disposed of shall be disposed of by the Circuit Court, or Court of general jurisdiction, of the County in which the principal office of the corporation is then located, exclusively for such pucposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

AMENDED ARTlCLE 4

The names and addresses of the Board of Directors are:

Alton Bennett 757 Raymond Ave., St. Pasul, MN 55114 Dorothy Amadi 2-4 Nevins St., 2nd Fl., Brooklyn, NY 11217

Lynn Hankerson 209 W. Jackson Blvd., Suite 301, Chicago, IL 60606 Lewis Jenkins 2600 S. Loop West, #270, Houston, TX 77054

Gwen Adams 2358 Marais St., New Orleans, LA 70117

These members of the Board of Directors will hold office until replaced pursuant to the provisions of'thc corporation's by-laws.

AMENDED ARTICLE 5

These Articles may be amended by a vote of two-thirds of the Board of Directors, taken in a manner consistent with procedures set out in the corporation's by-laws.

OFFICIAl. SEAl

lAURA A WHJ.IAMS NOrAli'l PUaIC • STATE aF IIJ.IIIOIS 1ft' COIl _ION fJIPIIES:"'D

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Resolution of the Board of Directors of ACORN Housing Corporation, Inc. to amend Articles of Incorporation

WHEREAS. the Board of Directors of ACORN Housing Corporation, Inc. have concluded that it would benefit the corporation to change its name;

WHEREAS, changing the corporate name requires adopting amended Articles of Incorporation,

THEREFORE. be it resolved that the Corporation adopts the amended Articles of Incorporation, attached hereto.

I certify that I am the duly acting and qualified Secretary of ACORN Housing Corporation, Inc., and that:

(a) ACORN Housing Corporation, Inc. is duly organized and existing under the laws of the State of Louisiana and in good standing;

(b) The above constitutes a true and correct copy of a resolution dt)~oPted at a

meeting of the Board of Directors of said corporation held on c..r::t...Jc.", ~ J..c:s.l ~

at which meeting a quorum was present and at least two-thirds of the Board meI1bers voted in favor of the resolution above and that said resolution has never been

modified 01 rescinded and is still in full force and effect.

Date: ike· V"" k JI".J5f cJ DC 1

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