Amended and Restated Charter of Rhodes College

Amended and Restated Charter 
of Rhodes College
October 20, 2017

Pursuant to the provisions of Section 48-60-106 of the Tennessee Nonprofit Corporation Act, the undersigned domestic corporation adopts the following Restated Charter:

1. The name of the corporation is RHODES COLLEGE.
2. This corporation is a public benefit corporation.
3. The registered office of the corporation is 130 North Court Avenue, Memphis, Shelby County, Tennessee 38103.
4. The registered agent of the corporation is Charles F. Newman.
5. The principal office of the corporation is 2000 North Parkway, Memphis, Shelby County, Tennessee 38112.
6. The corporation is not for profit.
7. The corporation does not have members.
8. The corporation is organized exclusively for the following purposes:
   
   (a) to establish, maintain, operate and conduct a college for the purpose of the education of students in any lines of education, whether academic, that is in the arts, sciences or literature, or whether professional, religious, theological or otherwise;
   
   (b) to do any and all things necessary or proper in carrying out the purposes of the establishment of such institution;
   
   (c) for other charitable, scientific, literary, religious and educational purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code, as amended, or corresponding section of any future federal tax code; and  
   
   (d) to the extent consistent with the provisions herein, to do any and all things allowable under the Tennessee Nonprofit Corporation Act.
9. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, 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 in Section 8 hereof.
10. No substantial part, as defined in the Internal Revenue Code, 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 or in opposition to any candidate for public office.  Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue code, or the corresponding section of any future federal tax code.
11. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, for a public purpose.  Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.
12. Notwithstanding anything herein to the contrary, at any time during which it is deemed a private foundation, the corporation shall distribute its income for each 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 Internal Revenue Code of 1986, as amended, or corresponding section of any future federal tax code; the corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986, as amended, or corresponding section of any future federal tax code; the corporation will not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986, as amended, or corresponding section of any future federal tax code; the corporation shall not make any investments in such manner as to subject the corporation to the tax under Section 4944 of the Internal Revenue Code of 1986, as amended, or corresponding section of any future federal tax code; and the corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of 1986, as amended, or corresponding section of any future federal tax code.
13. No director of this Corporation shall be personally liable to the Corporation for monetary damages for breach of the director’s fiduciary duty as a director, except for: (i) any breach of the director’s duty of loyalty to the corporation; (ii) any acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law; or (iii) an unlawful distribution under Section 48-58-304 of the Tennessee Nonprofit Corporation Act.
14. The governing body of the corporation shall be the members of the Board of Trustees who are designated as Voting Trustees.
15. This Amended and Restated Charter was duly approved by the Board of Trustees of the Corporation as required by law. The foregoing Amended and Restated Charter is to be effective upon filing by the Secretary of State of Tennessee.

Dated: October 20, 2017
Rhodes College
by: Marjorie Hass, President

Amendments to this information requires approval of the Rhodes Board of Trustees.