Articles of Incorporation

CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION OF MINNESOTA TERRITORIAL PIONEERS, INC.

We, the undersigned M.W. London and Joy Steveken, respectively the President and Secretary of Minnesota Territorial Pioneers, a Minnesota nonprofit corporation organized under the predecessor of and subject to the Minnesota Nonprofit Corporation Act, do hereby certify that at a meeting of the members of said corporation duly called and held May 10, 1969, the resolutions set forth below restating the Articles of Incorporation of said corporation was duly adopted in accordance with the Minnesota Nonprofit Corporation Act ad the Articles of Incorporation and Bylaws of said corporation by a majority of the members voting thereon.

RESOLVED, that the existing Articles of Incorporation of this corporation are hereby revoked and the following Restated Articles of Incorporation, which supersede and take the place of the existing Articles of Incorporation and all amendments thereto, are hereby adopted in lieu thereof:

ARTICLE II

This corporation is organized and shall be operated exclusively for the following purposes: to preserve, project and perpetuate the memories of the early settlers of the State of Minnesota; to collect, restore, preserve, construct and display objects or places, including replicas thereof, of historical significance; to promote the learning of history and related subjects; to preserve and promote the history of the State of Minnesota; to engage in, advance, promote, and administer religious, charitable, educational, and scientific activities and projects of every kind and nature whatsoever in its own behalf or as the agent, trustee or representative of others; to aid, assist, and contribute to the support of corporations, association, and institutions, which are organized and operated exclusively for religious, charitable, educational, or scientific purposes and which are described in Section 501(c)(3) of the Internal Revenue Code, as now enacted or as hereafter amended, and in Section 290.05, Subdivision 9, of the Statutes of the State of Minnesota, as now enacted or as hereafter amended.

The corporation shall have only such powers as are consistent with the foregoing purposes, including the power to acquire and receive funds and property of every kind and nature whatsoever, whether by purchase, conveyance, lease, gift, bequest or otherwise, and to own, hold, invest, expend, make gifts and contributions of, and to convey, transfer and dispose of any funds and property and the income there from for the furtherance of the purposes of the corporation, and to lease, mortgage, encumber, invest and use the same, and such other powers which are consistent with the forgoing purposes and which are afforded to the corporation by the Minnesota Nonprofit Corporation Act, and any future laws amendatory thereof and supplementary thereto.

Provided, further, that all such powers of the corporation shall be exercised only so that the corporation’s operations shall be exclusively within the contemplation of both Section 501(c)(3) of the Internal Revenue Code, as now enacted or as hereafter amended, and of Section 290.05, Subdivision 9, of the Statutes of the State of Minnesota, as now enacted or as hereafter amended. No part of the property or the income of the corporation shall ever be used or employed directly or indirectly by the corporation for the purpose of carrying on propaganda or otherwise attempting to influence legislation, and in no event shall the corporation participate in, or intervene in (including publishing or distributing statements) any political campaign on behalf of any candidate for public office.

ARTICLE III

The corporation does not and will not afford pecuniary gain, incidentally or otherwise, to its members. No part of the property or the income of the corporation or any other pecuniary gain or profit shall inure to any member of the corporation except that reasonable compensation may be paid for services rendered to or for the corporation.

In the event of dissolution of the corporation, all of its then assets shall be distributed as follows:

(a) The dissolution shall be conducted under Court supervision if required under the Statutes of the State of Minnesota or deemed desirable by the corporation in such manner as in the judgment of the Court will accomplish the general purposes for which the dissolved corporation was organized.

(b) In a dissolution under Court supervision is not so required or deemed desirable, the assets of the corporation shall be distributed to or for the benefit of one or more organizations, causes, or projects as may be selected by the members of the corporation, provided such organizations, causes or projects shall have substantially the same purposes as this corporation and for and to which organizations, causes or projects gifts are deductible from income of a donor under the Internal Revenue Code and under the Statutes of the State of Minnesota, to the extent then possible. If the Internal Revenue Code, as hereafter amended, does not provide for such a deduction, or if the members shall fail to select as aforesaid, then the distribution shall be made to one or more state or local governments, for a public purpose of substantially the same as the purposes of the corporation.

In the event of dissolution, none of the assets shall be transferred to or in any respect whatsoever inure to or benefit a member of the corporation.

The corporation shall not lend any of its assets to an officer, director or member of the corporation nor guarantee to any other person the payment of a loan by an officer, director or member of the corporation.

The welfare of the corporation as a whole shall be considered above that of the individual members or groups of members.

ARTICLE IV

ARTICLE V

The registered office of the corporation in Minnesota shall be located in the City of Saint Paul.

ARTICLE VI

The names, post office addresses and terms of office of the directors are as follows:

ARTICLE VII

The members of the corporation shall consist of direct descendants of persons who settled the Minnesota Territory prior to statehood on May 11, 1858, and their spouses, who meet such other requirements as the Bylaws of the corporation may provide, and such honorary members who may be selected in such manner as the Bylaws of the corporation may provide, all regardless of race, creed or political affiliation.

ARTICLE VIII

ARTICLE IX

The members, directors and officers of the corporation shall not be personally liable for the obligations of the corporation.

ARTICLE X

These Restated Articles of Incorporation may be amended by a majority of the members voting thereon, providing such amendment shall be set forth by resolution of the Board of Directors and therein directed to be submitted to the members, and provided that notice of such amendment shall be given to each member entitled to vote thereon, to each officer and to each director.

RESOLVED, FURTHER, that the President and the Secretary of this corporation are hereby authorized and directed to execute and file with the Secretary of State of the State of Minnesota a Certificate of Restated Articles of Incorporation setting forth the foregoing resolutions pursuant to Section 317.27, Subd. 5, of the Minnesota Non-Profit Corporation Act, and to carry said resolutions into full force and effect.

IN WITNESS THEREOF, the undersigned have executed these Restated Articles of Incorporation on June [blank], 1969. [Signed by M.W. London, President, and Joy Steveken, Secretary]

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