ARTICLES OF AMENDMENT

AMENDING AND RESTATING THE ARTICLES OF INCORPORATION OF

AMERICAN INSTITUTE OF HYDROLOGY

American Institute of Hydrology, a Minnesota corporation, acting through its authorized officer, hereby files these Articles of Amendment amending and restating in their entirety its Articles of Incorporation as follows:

ARTICLE I. NAME

The name of the corporation is American Institute of Hydrology (the “Corporation”).

ARTICLE II. PURPOSES AND ACTIVITIES

The Corporation is organized and shall be operated as a business league within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”). Within the limitations established by the preceding sentence, the Corporation is organized and shall be operated primarily to:

  1. Strengthen and promote hydrology as a science and as a profession;
  2. Establish and implement qualifications for the certification of professional hydrologists;
  3. Establish ethical standards in the practice of hydrology for the protection of public health, safety, and welfare, and to safeguard the profession from nonprofessional practices;
  4. Monitor and disseminate information on activities affecting hydrology as a science and as a profession;
  5. Communicate to the public information about the science and profession of hydrology; and
  6. Do any and all other acts and things and exercise any and all other rights and powers which may be reasonably necessary, incidental, desirable or expedient in the accomplishment of such purposes.

ARTICLE III. POWERS

The Corporation shall have those powers which are required by, and are consistent with, the purposes enumerated in Article II above. Within those limitations, the Corporation may: (a) act on its own behalf or as the agent, trustee or representative of others; (b) acquire or receive property of every kind by any legal means; (c) hold, manage, use and dispose of any property and the income generated by it to further any of the purposes of the Corporation; (d) lease, mortgage, or encumber any such property; and (e) exercise any other powers conferred on the Corporation by Minnesota Statutes Chapter 317A and by any future laws amendatory thereof and supplementary thereto.

ARTICLE IV. RESTRICTIONS

Notwithstanding any other provisions of these Articles of Incorporation (the “Articles”), the restrictions of this Article shall govern the activities of the Corporation.

The Corporation shall not engage in any activity which may not be carried on by an organization which is exempt from federal income taxation under Section 501(c)(6) of the Code.

The Corporation shall not directly or indirectly afford pecuniary gain, dividends or other pecuniary remuneration, incidentally or otherwise, to its directors, officers, or members, and no part of the net earnings of the Corporation shall inure directly or indirectly to the benefit of any private individual, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and goods received, to provide indemnification and pay premiums for insurance protection without reimbursement to the full extent permitted or required by applicable law, and to make payments and distributions in furtherance of the purposes set forth in Article II of these Articles.

The Corporation shall not lend any of its assets to any officer, director, or member of the Corporation or guarantee to any other person the payment of a loan made to an officer, director, or member of the Corporation.

Nothing herein shall be construed to establish or prohibit the payment of reasonable compensation to officers or directors of the Corporation for services rendered by them to the Corporation.

ARTICLE V. REGISTERED OFFICE

This Corporation’s registered office in the state shall be located at 202 N Cedar Ave, STE #1 Owatonna, MN 55060

ARTICLE VI. BOARD OF DIRECTORS

The management and direction of the business and affairs of the Corporation shall be vested in a board of directors, however designated. To the extent consistent with these Articles and permissible under Minnesota Statutes Chapter 317A, the Bylaws of this Corporation may specify the term of office, method of selection, powers and duties of the directors of this Corporation, the time and place of their meetings, and such other regulations relating to the board of directors as desired. An action required or permitted to be taken at a meeting of the board of directors may be taken by written action

ARTICLE VII. MEMBERSHIP

The Corporation shall have members. Categories of membership and qualifications for the various membership categories shall be as set forth in the Bylaws.

ARTICLE VIII. NO PERSONAL LIABILITY

The officers, directors, and members of this Corporation shall not be personally liable for the payment of any debts or obligations of this Corporation, nor shall any property of any officer, director, or member be subject to the payment of the debts or obligations of this Corporation.

ARTICLE IX. AMENDMENTS

The Articles and Bylaws of the Corporation may be amended as set forth in the Bylaws of the Corporation.

ARTICLE X. DISSOLUTION

The Corporation may be dissolved in accordance with the laws of the State of Minnesota. Upon dissolution of the Corporation, the Board or the officers acting under the direction of the Board, shall distribute the assets of the Corporation in the following order of priority: (a) assets received and held for a special use or purpose in accordance with the uses and purposes for which the assets have been received and held; (b) costs and expenses of the dissolution proceedings, including attorney fees and disbursements; and (c) debts, obligations, and liabilities of the Corporation. Any property remaining after the payment of its debts shall be transferred, in such proportions as the Board of Directors determines, for the common business interests of its members, then such property shall be distributed in such proportions as the Board of Directors determines to one or more organizations which are exempt from federal income taxation under Section 501(a) of the Code, or to the State of Minnesota or any political subdivision or agency of the State for exclusively public purposes.

Notwithstanding any provision herein to the contrary, no provision of these Articles shall be construed to affect the disposition of property held by the Corporation upon trust or other condition, and upon dissolution of the Corporation, such property shall be transferred in accordance with the trust or condition imposed with respect to it.

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The foregoing Articles of Amendment Amending and Restating the Articles of Incorporation of American Institute of Hydrology have been adopted pursuant to Minnesota Statutes Chapter 317A, and shall be effective when filed with the Secretary of State.

AMERICAN INSTITUTE OF HYDROLOGY

 
  

Jamil Ibrahim, President