Articles of Incorporation of the American Camellia Society, Inc.

RESTATED ARTICLES OF INCORPORATION OF THE AMERICAN CAMELLIA SOCIETY, INC.

ARTICLE I

The name of this corporation shall be the American Camellia Society, Inc.

ARTICLE II

The corporation is organized pursuant to the provisions of the Georgia Nonprofit Corporation Code.

ARTICLE III

The corporation shall have perpetual duration.

ARTICLE IV
The corporation is organized exclusively for charitable, scientific, literary and educational purposes, or for all or any combination of said purposes, including the promotion of interest in the genus Camellia L., scientific research in its culture, standardization of its varietal names, certification of new varieties, dissemination of information concerning the above, the creation of a foundation to further these purposes, as well as the promotion of the organization and affiliation of local Camellia Societies in the United States.

In addition, the corporation is specifically authorized to do the following:

(a) To accept, hold, invest, reinvest and administer any gifts, bequests, devises, and property of any sort, without limitation as to amount or value, and to use, disburse, or donate the income or principal thereof for the purposes listed above.

(b) In general, to carry on any other legal activity or activities not specifically prohibited to non-profit corporations under the laws of the State of Georgia so long as such activities are permissible to tax-exempt corporations and private foundations under the provisions of Section 501(c)(3) of the Internal Revenue Code of the United States.

ARTICLE V

The corporation is not organized and shall not be operated for pecuniary gain or profit. No part of the property of the corporation and no part of its net earnings shall inure to the benefit of any officer or director of the corporation or other private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes), and no member, director, or officer of the corporation or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. No substantial part of the activities of the corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, and it shall not participate in any manner in any political campaign on behalf of any candidate for public office, nor shall any part of its property or any part of the income therefrom be devoted to such purposes.

ARTICLE VI
Should the corporation at any time become a private foundation under the provisions of Section 509 of the Internal Revenue Code of 1954 as amended, then and in that event:

(a) The corporation shall distribute its income for each tax 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 the United States, or corresponding provisions of any subsequent federal tax laws.

(b) The corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of the United States, or corresponding provision of any subsequent federal tax laws.

(c) The corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of the United States, or corresponding provisions of any subsequent federal tax laws.

(d) The corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of the United States or corresponding provisions of any subsequent federal tax laws.

(e) The corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code of the United States, or corresponding provision of any subsequent federal tax laws.

ARTICLE VII

Nothwithstanding any other provisions of these Articles of Incorporation, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of the united States and the regulations of the Treasury Department as they now exist or may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of such code and regulations as they now exist or as they may hereafter be amended.

ARTICLE VIII
Subject to the limitations set forth in Article VII hereof, the corporation shall have all of the rights and powers customary or proper for charitable corporations, as well as those herein specifically set forth. It may receive donations and agree upon the conditions thereof with donors within the purposes stated in these articles. It may from time to time invest the funds of the corporation in such property, real, personal, tangible and intangible, as the officers and directors may in their discretion determine. It may buy, own, hold, manage, lease and sell, real and personal property, stocks, bonds, evidences of indebtedness, other choses in action, and undivided interests in any of the foregoing irrespective of whether such investments may be legal investments for trust funds under the laws of Georgia. It may purchase and sell as provided in these articles at either public or private sale, without order of any court or other authority. It may act through and by agents, and it may act as agent for others. It may act as trustee for gifts and trusts for purposes included within these articles.

ARTICLE IX

Upon dissolution of the corporation, or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to charitable, religious, scientific, literary, or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code, or the equivalent provisions thereof, and the regulations thereunder, as they may then exist, with the specific organizations to which such funds are distributed to be determined, within the limitations herein provided, by the Board of Directors of the corporation. Should the Board of Directors fail to act in the manner herein provided within a reasonable time after the dissolution of the corporation, the senior judge of the Superior Court of the ________ Judicial Circuit shall make such distributions as herein provided upon the application of one or more persons having a real interest in the corporation or its assets.

ARTICLE X

The corporation shall have the power to appoint a fiscal agent, such as a bank or trust company having fiduciary powers under the laws of Georgia, or of any other state, and may delegate to such agent the care and management investment and reinvestment of its funds, and the maintenance of its books and records, or any part thereof, and may pay to such agent such compensation as may be agreed upon by the Board of Directors.

ARTICLE XI

The registered agent of the corporation shall be Ann Walton, whose written consent to serve as such registered agent is attached to these Articles of Incorporation.

ARTICLE XII

The Board of Directors of the corporation shall consist of not less than 15 nor more than 35 members elected as prescribed in the corporation’s by-laws. The Board of Directors of the corporation shall have such duties as may be specified in the corporate by-laws.

ARTICLE XIII

Membership in the American Camellia Society is open to any person who submits a membership application and timely payment of dues at the rate established by the Board of Directors for any class of membership. Such persons shall be deemed “members in good standing” regardless of race, sex, nationality, local club affiliation, or interest level.

ARTICLE XIV

1. These articles may be amended by resolution adopted by a two-thirds vote of those present at any meeting of the Board of Directors, provided that a notice of intent to consider a revision of the articles has been delivered to all members of the Board of Directors not less than thirty (30) days prior to the meeting.

2. A proposal to amend the articles may be submitted in writing to the Board of Directors by any twenty-five (25) members of the American Camellia Society provided such proposed amendment is delivered to the secretary not less than forty-five (45) days before the meeting at which such proposed amendment is to be considered.

3. The Board of Directors shall have the power to adopt or amend bylaws of the corporation, provided that the bylaws shall at no time contain any provision inconsistent with law, with these Articles of Incorporation, or with the maintenance of the exempt status of the organization under the provisions of the Internal Revenue Code of the United States and the regulations adopted pursuant thereto.

ARTICLE XV
The name and address of the incorporator is Ann Walton, 100 Massee Lane, Fort Valley, Georgia _____.

IN WITNESS WHEREOF the undersigned executes these Restated Articles of Incorporation this ___ day of April, 2006.

Ann Walton
CONSENT TO APPOINTMENT AS REGISTERED AGENT
To: Secretary of State
Ex-Officio Corporation Commissioner
State of Georgia
I, Ann Walton, do hereby consent to serve as registered agent for the corporation American Camellia Society, Inc.
This ___ day of April, 2006.
___________________________________
Ann Walton
Address of Registered Agent
100 Massee Lane
Fort Valley, Georgia _______