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CLES OF INCORPORATION OF THE ALASKA BAR FOUNDATION, INC.

KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned LLOYD S. KURTZ, JR., JOSEPH L. YOUNG, and JAMES M. POWELL, all being over nineteen years of age and all voluntarily associated as incorporators for the purpose of forming a nonprofit corporation under and pursuant to the Alaska Nonprofit Corporation Act, and we do hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE I

The name of the corporation is the Alaska Bar Foundation, Inc.

ARTICLE II

The duration of the existence of this corporation shall be perpetual.

ARTICLE III

The purposes for which the corporation is organized are:

To carry on the following educational, literary, scientific and charitable purposes or any of them, both directly and by the application of assets to the use of the Alaska Bar Association, for charitable, scientific, literary or educational purposes, or to any other corporation, trust, fund or foundation whose purposes and operations are charitable, scientific, literary or educational:

  1. To foster and maintain the honor and integrity of the profession of the law;
  2. To study, improve and to facilitate the administration of justice;
  3. To promote the study of the law and research therein, the diffusion of knowledge thereof, and the continuing education of lawyers;
  4. To cause to be published and to distribute addresses, reports, treatises and other literary works on legal subjects;
  5. To maintain a law library and a research center;
  6. To acquire, preserve and exhibit rare books and documents, objects of art, and items of historical interest having legal significance or bearing on the administration of justice;
  7. To promote suitable standards of legal education;
  8. To establish funds as memorials to distinguished past members of the Bench and Bar of Alaska, from which funds , loans and scholarships may be made to deserving Alaskans interested in pursuing a legal education;

Provided, however, that no part of the net earnings of the corporation shall inure to the benefit of any private member or individual, and provided further that no substantial part of its activities shall involve the carrying on of propaganda, or otherwise attempting to influence legislation.

ARTICLE IV

The corporation shall not have shareholders but it shall have one or more classes of members and the By-laws shall set forth the class or classes, the manner of election or appointment and the qualifications and rights of the members of each class and the certificates evidencing membership, if any, that the corporation may issue.

ARTICLE V

The address of the initial registered office is P.O. Box 279, Anchorage, AK 99510, and the name of the initial registered agent is Mary F. LaFollette.

ARTICLE VI

The following nine directors shall constitute the initial Board of Directors of this corporation:

James R. Blair, Box 2551, Fairbanks, Alaska 99707
James B. Bradley, Box 1211, Juneau, Alaska 99801
David H. Call, Suite D, Nerland Bldg., Fairbanks, Alaska 99701
Lloyd S. Kurtz, Jr., 825 West Eighth Avenue, Anchorage, Alaska 99501
Peter LaBate, 700 H Street, Suite 4, Anchorage, Alaska 99501
Daniel A. Moore, 360 K Street, Anchorage, Alaska 99501
James M. Powell, 807 G Street, Anchorage, Alaska 99501
Edward A. Stahla, Box 1110, Ketchikan, Alaska 99901
Joseph L. Young, Box 159, Anchorage, Alaska 99510

ARTICLE VII

The names and addresses of the incorporators are as follows:

Lloyd S. Kurtz, Jr., 825 West Eighth Avenue, Anchorage, Alaska 99501
Joseph L. Young, Box 159, Anchorage, Alaska 99510
James M. Powell, 807 G Street, Anchorage, Alaska 99501

ARTICLE VIII

This corporation is not established for gain or individual profit and no dividends shall ever be declared or paid to any of its members. Notwithstanding any provisions of these Articles or the By-Laws, the corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501 (c)(3) of the United States Internal Revenue Code of 1954 or the corresponding provisions of any future United State Internal Revenue Law.

ARTICLE IX

Upon dissolution of the corporation, the Board of Directors shall, after paying and making provision for payment of all the liabilities of the corporation, dispose of all remaining assets of the corporation to the American Bar Foundation, Inc., an Illinois corporation qualifying as an exempt organization under the Section 501 (c)(3) of the Internal Revenue Code of 1954.

IN WITNESS WHEREOF, we, the undersigned, being all of the original incorporators hereinabove names, have hereunto set our hands in the execution of these Articles of Incorporation, duplicate, this 2nd day of October, 1972.

Lloyd S. Kurtz, Jr.
Joseph L. Young
James M. Powell

Articles of Amendment
To the Articles of Incorporation of Alaska Bar Foundation, Inc.

PURSUANT TO AS 10.20.171-191, Article 3 of the Alaska Nonprofit Corporation Act, the following Articles of Amendment are presented in duplicate for filing:

FIRST: The name of the corporation is Alaska Bar Foundation, Inc.

SECOND: The amendment adopted is: Article X is added, to provide as follows:

ARTICLE X

To the full extent permitted by law and subject only to those limitations expressly stated in AS 10.20.151(d) and (e), no director/trustee of this corporation shall have any personal liability to the corporation for monetary damages for the breach of fiduciary duty as a director/trustee. This provision shall apply in addition to, and not in substitution for, indemnification provisions contained in this corporation’s Bylaws or provided by contract.

THIRD: There being no members, the date of the approval of the amendment by a majority of the members of the board of directors in office is June 6, 1996.

Executed this 6th day of June 1996.

Mary Hughes, President

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