Real Property Transfer Agreement - South Bend Heritage Foundation - 912 W Oak Street

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calculating the federal Income Tax, ruled to be exempt from the incidence of the federal Gift Tax, and deductible for purposes of calculating the federal Estate Tax, if the distribution of such funds further the corporate purposes stated in paragraphs A through F. (12) l :stablisl meat and Maintenance of Foundation. To expend funds for file establishment and maintenance of the Foundation and the achievement of the corporate purposes stated in paragraphs A through F. Section 1.7. The exact text of Article II, Section J.5 of the Articles, as amended, supersedes and takes the place of the previously existing Article II, Section 1.5 of the Articles of the Corporation and is as follows: 5. Dissolution. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 or under corresponding provisions of any subsequent tax law; any assets not so disposed shall be disposed of by the judge of the Circuit Court of St. Joseph County, Indiana, exclusively for such purposes or to such organizations as the court shall determine, which are organized and operated for Code Section 501(c)(3) purposes. Section 1.8. The exact text of Article VI, Section I of the Articles, as amended, supersedes and takes the place of the previously existing Article VI, Section 1 of the Articles of the Corporation and is as follows: Section 1. Number of Directors. The initial Board of Directors is composed of: members. If the exact number of Directors is not stated, the minimum number shall be 9 and the maximum number shall be 24. Provided, however, that the exact number of Directors shall be prescribed from time to time in the Bylaws of the Corporation: AND PROVIDED FURTHER THAT UNDF'R NO CIRCUMSTANCES SHALL THE MINIMUM NUMBER BE LESS THAN TIIREE (3). Section 1.9. The exact text of Article VI, Section 6 of. the Articles, as amended, supersedes and takes the place of the previously existing Article VI, Section 6 of the Articles of the Corporation and is as follows: Section 6. "Perms and Vacancies. The Board of Director shall be divided into three classes or Directors. The first class of not more than seven Directors __ 4 .n�