APPENDIX 1-A

ARTICLES OF INCORPORATION (ASSOCIATION) OF
ANDREWS UNIVERSITY

As last amended February 25, 1996.
See also the Board Policy Manual, adopted March 6, 2012.

ANDREWS UNIVERSITY was incorporated as Emmanuel Missionary College on July 28, 1910, under the provision of Act 39, Public Acts of 1855 (Michigan).

Article I

The name of this Association shall be ANDREWS UNIVERSITY.

Article II

The character of the Association shall be that of an institution of learning for general educational purposes.

Article III

The purposes of this Association (corporation) are to further the educational and spiritual ministries of the Seventh-day Adventist Church by establishing, maintaining and conducting a College or University with organized departments or schools of instruction, and including elementary and secondary schools, as part of the system of educational institutions established and operated by the Seventh-day Adventist Church; to give instruction in religious, moral and industrial lines and in the various academic disciplines; to teach preparatory subjects, the arts, sciences, professions, special occupations and higher learning; to conduct research and render service to the Seventh-day Adventist Church and society; to grant honors, certificates, diplomas and undergraduate and graduate degrees for completion of academic work as required by the Association (corporation); to establish, maintain and conduct, in furtherance of the educational and spiritual purposes of the Association (corporation), industrial activities and enterprises for the instruction of students in business, industrial and trade skills and to provide an opportunity for students to defray, in whole or in part, the cost of their education.

This Association (corporation) is organized exclusively for the purposes defined in Section 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue Law).

Article IV

This Association shall be a non-stock and non-profit-sharing corporation and the amount of capital subscribed in behalf of the Association is Seven Hundred Seventy-Two Thousand Twenty-eight and 18/100 ($772,028.18) Dollars, all of which is paid in.

Article V

The membership of the Association (corporation) shall be prescribed and made up as specified in the Bylaws of the corporation.

Article VI

The Trustees of this Association shall be made up of the number of members specified in the Bylaws, the manner of the election of the Trustees, the conditions of their service and the length of terms which they serve shall be specified in the Bylaws.

Article VII

The schools and colleges of the Association (corporation) and the departments thereof and the principal office and place of business of the Association (corporation) shall be in the township of Oronoko, Berrien County, Michigan.

Article VIII

The Bylaws of the Association (corporation) and the rules and regulations governing the operation of the Association (corporation) may be made, adopted or amended at any regular meeting of the members or at any special meeting thereof called for such purpose, such adoption or amendment to be made by the vote of two-thirds of the members present; any and all Bylaws heretofore filed with any agency of The State of Michigan are hereby rescinded and revoked and the Bylaws currently in effect but not filed shall continue as the Bylaws of the Association (corporation) until amended as here provided.

Article IX

The term of the corporate existence is perpetual.

Article X

No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, its members, trustees, officers, or 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 Article III hereof. 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 publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any provision of these Articles, the corporation shall not carry on other activities not permitted to be carried on (a) by a corporation exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) or (b) 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 United States Revenue Law). Upon dissolution of the corporation, the Board of Trustees shall, after paying or making provisions for the payment of all of the liabilities of the corporation, transfer all the assets of the corporation to the General Conference Corporation of Seventh-day Adventists, a religious corporation organized under the laws of the District of Columbia, if it shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law). If it does not then so qualify, such assets of the corporation shall be transferred to such other organization or organizations that shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Revenue Law) as the Board of Trustees shall determine. Any of such assets not so disposed of shall be disposed of by the Circuit Court 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 as Section 501(c)(3) exempt organizations.

Article XI

1. The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director/trustee, officer, employee, or agent of the Corporation, to the fullest extent such indemnification is permitted under Michigan law.
2. The Corporation assumes all liability to any person other than itself and its members for acts or omissions of a volunteer director/trustee incurred in the good faith performance of the volunteer director=s/trustee=s duties.
3. The personal liability of a volunteer director/trustee to the corporation or its members for monetary damages for breach of the director=s/trustee=s fiduciary duty is eliminated, except for the following:
   1. A breach of the director=s trustee=s duty of loyalty to the Corporation or its members.
   2. Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law.
   3. A transaction from which the director/trustee derived an improper personal benefit.
   4. An act or omission that is grossly negligent
   5. Voting for or concurring in any of the following:
      1. A distribution of assets to members contrary to law or any restriction in these Articles of Incorporation or the Corporation=s Bylaws.
      2. A purchase of memberships of the Corporation contrary to law or any restriction in these Articles of Incorporation or the Corporation=s Bylaws.
      3. A distribution of assets to members during or after dissolution of the Corporation without paying, or adequately providing for, all known debts, obligations, and liabilities of the Corporation.
      4. A loan to an officer, director/trustee, or employee of the Corporation or of a subsidiary thereof contrary to law.
4. The corporation assumes the liability for all acts or omissions of a non-director/non-trustee volunteer if all of the following are met:
   1. The volunteer was acting or reasonably believed he or she was acting within the scope of his or her authority.
   2. The volunteer was acting in good faith.
   3. The volunteer’s conduct did not amount to gross negligence or willful and wanton misconduct.
   4. The volunteer’s conduct was not an intentional tort.
   5. The volunteer’s conduct was not a tort arising out of the ownership, maintenance, or use of a motor vehicle for which tort liability may be imposed as provided in section 3135 of the insurance code of 1956, Act No. 218 of the Public Acts of 1956, being section 500.3135 of the Michigan Compiled Laws, as amended.