University Charter

Amended and Restated Articles of Incorporation of Emory University

Article I: Name

The name of the corporation is Emory University.

Article II: Purpose

The corporation is organized pursuant to the Georgia Nonprofit Corporation Code, O.C.G.A. Section 14-3-101, et seq. The corporation is organized exclusively for charitable, educational, scientific, and religious purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code).

Article III: Registered Office

The street address of the registered office is Emory University, 201 Dowman Drive, 312 Administration Building, Atlanta, GA 30322 in DeKalb County.

Article IV: Principal Address

The mailing address of the principal office of the corporation is 505 Kilgo Circle NE, 300 Convocation Hall, Atlanta, GA 30322.

Article V: Members

The corporation will have no members.

Article VI: Trustees

The management and affairs of the corporation will be at all times under the direction of a board of trustees, whose operations in governing the corporation will be defined by statute and by the corporation’s bylaws. No trustee will have any right, title, or interest in or to any property of the corporation.

Article VII: Personal Liability

No trustee or former trustee of the corporation shall be personally liable to the corporation for monetary damages for any action taken, or any failure to take any action, as a trustee, except liability:

  1. for any appropriation, in violation of such trustee’s duties, of any business opportunity of the corporation;
  2. for acts or omissions which involve intentional misconduct or a knowing violation of law;
  3. for the types of liability set forth in Sections 14-3-860 through 14-3-864 of the Georgia Nonprofit Corporation Code (dealing with “conflicting interest transactions”); or
  4. for any transaction from which the trustee received an improper personal benefit.

The limitation of liability conferred in this Article VII shall be in addition to and not in lieu of all other limitations, immunities, and indemnities conferred by law, these Articles, and the Bylaws of the corporation, and any agreement entered into by the corporation or vote of trustees. To the extent permitted by Georgia law, the corporation may enter into agreements containing limitations of liability, immunities, and indemnities with respect to trustees and may purchase and maintain insurance on behalf of any person who is or was a trustee of the corporation. Favorable statutory amendments to the Georgia Nonprofit Corporation Code broadening the corporation’s authority to exculpate are automatically adopted hereto.

Article VIII: Tax Matters

No part of the net earnings of the corporation will inure to the benefit of, or be distributable to, any trustee, member of the administration or faculty of the corporation, or any other private person, except that the corporation will be authorized and empowered to pay reasonable compensation for services rendered to or on behalf of the corporation and to make payments and distributions in furtherance of the purposes set forth in the corporation’s bylaws. The corporation may not:

  1. devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise; or
  2. directly or indirectly participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office.

Article IX: Dissolution

Upon the dissolution of the corporation, after paying or making provisions for the payment of all debts, obligations, liabilities, costs, and expenses of the corporation, assets will be distributed by the board of trustees

  1. 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
  2. to the federal government, or to a state or local government, for a public purpose.

Any such assets not so disposed of will 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 determines, which are organized and operated exclusively for such purposes.

IN WITNESS WHEREOF, the undersigned has executed these Amended and Restated Articles of Incorporation this 16th day of September, 2019.

Allison Dykes
Emory University