CORPORATE CHARTER APPROVAL SHEET es EXPH ITED Lig ee ae ** KEEP WITH DOCUMENT ** — x i 11.0 ransferor) “Tow p1004535@ ack » 10003618s9820314 LIBER: B66 FOLIO: 0213 PAGES: 0009 BISHOP WALSH SCHOOL, INC. Surviving (Transferee) 06/11/2004 AT 03:25 P HO # oD00905084 News — a Base Fee: fl) (Change of Name og 2¢p Fe Canes of oat Omics ‘Expedite Fee: ‘Change of Residem Agent 'enalty: _———_ Changs of Resident Agent Address ste Rectan Eeignaton of Rado ‘Stam TranSier Tax: ——— Designation of Residemt Agent —| is and Residem Agent's Address Cony Fee Gung: ofboeas So eothcaes _ Cartcasat Sama Fae fapitet Roca as Poona Progeny nee (Other: _——__ Other Change(s) ‘TOTAL FEES: uJ cote AAC sree Ct oe cx pte ‘Mail to Address: aren eyed By: SOMMENTES: Old 3-99: a186 '¥30HO 2 aay TuON ‘tzs: oa 20 Set abT 20' 280 4 2 i Ma gz *ARTICLES OF INCORPORATION OF BISHOP WALSH SCHOOL, NC. 1, Cardinal William H. Keeler, whose address is 320 Cathedral Street, Baltimore, Maryland 21201, being at least eighteen (18) years of age, hereby form a non-stock corporation under and by Virtue of the General Laws of the State of Maryland. EIRST: ‘The name of the corporation (hereinafter referred to as the “Corporation”) is ya "BISHOP WALSH SCHOOL, INC." u SECOND: — The Corporation is formed for religious and educational purposes as follows: To maintain an educational institution known as Bishop Walsh School (hereinafter referred to as the "School") and program in accordance with and subject to the standards, guidelines, and discipline of the Roman Catholic Archdiocese of Baltimore. THIRD: ‘The Corporation is organized and shall be operated exclusively for religious and educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Intemal Revenue law) (hereinafter referred to as the “Code”), and, more specifically, to receive and administer funds for such religious and educational purposes, all for the public welfare, and for not other purposes, and all subject to the standards, guidelines, and disciplines of the Roman Catholic Archdiocese of Baltimore. In furtherance of these purposes, the Corporation may: (@) Take and hold, by bequest, devise, gift, purchase, or lease, either absolutely or in trust for such objects and purposes or any of them, any property, real, personal or mixed, without limitation as to amount or value, except such limitations, if any, as may be imposed by law; #214817 va NBS (00100-0108;(b) Sell, convey, and dispose of any such property and invest and reinvest the principal thereof, and deal with and expend the income therefrom for any of the before-mentioned purposes, without limitation, except such limitations, if any, as may be contained in the instrument ‘under which such property is received; (©) Receive any property, real, personal or mixed, in trust, under the terms of any will, deed of trust, or other trust instrument for the foregoing purposes or any of them, and in administering the same carry out the directions, and exercise the power contained in the trust instrument under which the property is received, including the expenditure of the principal as well as the income, for one or more of such purposes, if authorized or directed in the trust instrument under which it is received, but no gift, bequest or devise of any such property shall be received and accepted if itis conditioned or limited in such manner as shall require the disposition of the income or its principal to any person or organization other than a "charitable organization" or for other than "charitable purposes" within the meaning of such terms as defined in Article TWELFTH of these Articles of Incorporation, or shall in the opinion of the Board of Directors, jeopardize the federal income tax exemption of the Corporation pursuant to Section 501(c)(3) of the Code; @ — Receive, take title to, hold, and use the proceeds and income of stocks, bonds, obligations, or other securities of any corporation or corporations, domestic or foreign, but only for the purposes as set forth in this Article THIRD, or some of them; and (©) In general possess, enjoy and exercise all of the rights, powers, and privileges which are now or which hereafter may be conferred by the laws of Maryland upon a non- stock corporation organized for educational and religious purposes, all for the public welfare, but only to the extent the exercise of such powers are in furtherance of exempt purposes. #214817 vanes. 2 coote0-o108,FOURTH: — The powers of the Corporation shall be subject to the following terms, provisions and limitations: (@) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any member, director or officer of the Corporation, or any other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered to or for the Corporation and to make payments and distributions in furtherance of the purposes set forth in Article THIRD hereof. (6) 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 publication or distribution of statements) any political campaign on behalf of any candidate for public office. (©) During any fiscal year of the Corporation that it is determined to be a private foundation as defined in Section 509(a) of the Code: (@ The Corporation shall distribute its income for such taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code; (ii) The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code; (iii) The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Code; (iv) The Corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code; and #214817 va NBS 3 (000100-0108(v) The Corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Code. (@) The corporation may not at any time be controlled directly or indirectly by one or more disqualified persons (as defined in Section 4946 of the Code) other than foundation managers (as defined in Section 4946 of the Code) and other than one or more organizations described in Section 509(a)(i) or Section 509(a)(2) of the Code. (©) Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on (i) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Code or (ii) by ‘2 corporation, contributions to which are deductible under Sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the Code. FIFTH: ‘The address of the principal office of the Corporation in this State is 700 a Bishop Walsh Road, Cumberland, Maryland 21501. The name and address of the resident agent of the Corporation in this State are Ronald J. Valenti, Superintendent of Catholic Schools, Archdiocese of Baltimore, 320 Cathedral Street, Baltimore, Maryland 21201. Said resident agent is a citizen of the State of Maryland and actually resides therein. SIXTH: The Corporation is not authorized to issue any capital stock. SEVENTH: The sole Member of the corporation shall be Cardinal William H. Keeler, Roman Catholic Archbishop of Baltimore, and his successors, a corporation sole (hereinafter referred to as the "Archbishop"). EIGHTH: The business and affairs of the Corporation shall be managed under the direction of its Board of Directors (hereinafter referred to as the "School Board"), subject to the following powers which are reserved to the Archbishop in accordance with the discipline and #214817 va NBS 4 (00010-0108governance of the Roman Catholic Church, and which shall require specific authorization, in writing, by the Archbishop or his appointed designee: (a) ) © @ © ® @® ) @ @ Removal of any member of the School Board in accordance with the Bylaws; Dissolution of the School Board; Any sale, mortgage or long-term leasing of the real property; Any significant change of character or size or nature of the School; Closing of the School; Any significant chance in the physical structure of the School; Approval of the appointment of the Principal of the School and the Chairperson of the School Board; Removal of the Principal of the School and the Chairperson of the School Board; Approval of amendments to the Corporation's Articles of Incorporation or Bylaws; and Dissolution, liquidation, winding up or abandonment of the Corporation, The School Board shall consist of a minimum of three (3) and a maximum of twenty-five (25) ‘members, which number may be increased or decreased pursuant to the Corporation's Bylaws but shall never be less than the minimum number permitted by the General Laws of the State of Maryland now or hereafter in force. The members of the School Board shall be elected in the manner specified in the Corporation's Bylaws. The names of the School Board members who shall serve until the first annual meeting and until their successors are elected and qualify are as follows: #214817 v4 NOS (00100-0108Hon. Lee Fiedler, Edward Mullaney, Betsy Murphy, Rev. James Kurtz, Bradley Reed, Tom Snyder, Jamie Walsh, NINTH: —__Alll of the property and assets of the Corporation of every kind whatsoever are irrevocably dedicated to religious and educational purposes. In the event of the dissolution, final liquidation or winding up of the Corporation's affairs, or upon the abandonment of the Corporation's activities due to its impracticable or inexpedient nature, all of the assets of the Corporation, after paying or making provision for the payment of all of the obligations and liabilities of the Corporation, shall be distributed, transferred, conveyed, delivered and paid over to the Roman Catholic Archbishop of Baltimore, a corporation sole, which is described in Sections 170(b)(1A) and 501(c)(3) of the Code, to be disposed of by the Archbishop as he determines in his sole discretion and in accordance with the canons and regulations of the Roman Catholic Church; provided, however, that said principal shall be used exclusively for the benefit of an organization which is exempt from tax and to which donations are deductible from income pursuant to the Code. TENTH: In accordance with its Bylaws and subject to the written approval of the Archbishop or his designee, the Corporation reserves the right to make from time to time, by the vote of a majority of the voting members of the School Board, any amendment to these Articles of Incorporation which may now or hereafter be authorized by law, provided that no amendment shall be made which shall cause the Corporation to lose its exemption from Federal income tax under Section 501(c)(3) of the Code. ELEVENTH: The duration of the Corporation shall be perpetual. TWELFTH: _ In these Articles of Incorporation, (@) References to "charitable organizations" or "charitable organization” mean corporations, trust funds, foundations, or community chests created or organized in the United #214817 va NBS. 6 00100-0108States of any of its possessions, whether under the laws of the United States, any state or territory, the District of Columbia, or any possession of the United States, described in section 170(b)(1)(A) of the Code and qualified as exempt organizations under section 501(c)(3) of the Code, (b) The term "charitable purposes" shall be limited to and shall include only religious, charitable, scientific testing for public safety, literary, or educational purposes within the meaning of the terms used in Section 501(c)(3) of the Code but only such purposes as also constitute public charitable purposes under the laws of the United Sates, any state or territory, the District of Columbia, or any possession of the United States, including, but not limited to, the granting of scholarships to young men and women to enable them to attend educational institutions. IN WITNESS WHEREOF, I have signed these Articles of Incorporation on this_fyd day of _.Zewe » 2004 and acknowledge the same to be my act. WITNESS: ni 5. Cheba tier Ren Cardinal William H. Keeler, Roman Cath Archbishop of Baltimore #214817 v4 NBS 7 (000100-0108CONSENT OF RESIDENT AGENT Thereby consent to act as resident agent in Maryland for Bishop Walsh School, Inc. ——- wut F deoy Ronald J. Valenti #214817 v4 NBS 8 coat00-0108