9004-18 Adopt Recommendations of Foundation Planning Task Force

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ADDITIONAL ARTICLES TO THE ARTICLES OF INCORPORATION OF HEALTHY LAKEWOOD FOUNDATION ARTICLE FOURTH. No part of the net earnings of the Corporation shall inure to the benefit of any Incorporator or Director of the Corporation, or any other private individual, except that the Corporation is 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 THIRD. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, and no activity of the Corporation shall consist of participating in, or intervening in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office. It is intended that the Corporation shall have the status of an organization (i) that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, (ii) to which contributions are deductible for federal income tax purposes under Section 170(c)(2) of the Internal Revenue Code, and (c) to which gifts and bequests are deductible for federal gift tax and federal estate tax purposes under Sections 2522(a)(2) and 2055(a)(2) of the Internal Revenue Code, respectively, for so long as such taxes apply. These Articles of Incorporation shall be construed, and all authority and activities of the Corporation shall be limited, accordingly. ARTICLE FIFTH. The Corporation may be - dissolved upon the adoption of a resolution of dissolution (i) without a meeting, by the written consent of all the Directors, or (ii) at a meeting of the Board of Directors held for that purpose, by the vote of a majority of the full number of Directors. Upon the dissolution of the Corporation, the Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, distribute all of the assets of the Corporation to such organizations described in Section 501(c)(3) of the Internal Revenue Code, organized and operated for charitable purposes similar to the Corporation's purposes and benefitting the Lakewood, Ohio community, as may be determined by the Directors, in such amounts as are determined by the Directors. ARTICLE SIXTH. These Articles of Incorporation may be amended, or new Articles of Incorporation may be adopted (i) without a meeting, by the written consent of all the Directors, or (ii) at a meeting of the Board of Directors held for that purpose, by the vote of a majority of the full number of Directors. ARTICLE SEVENTH. All references in these Articles of Incorporation to Sections of the Internal Revenue Code shall be considered references to the Internal Revenue Code of 1986, as from time to time amended, and to the corresponding provisions of any similar law subsequently enacted, and to all regulations issued under those Sections and provisions. (K0666511.11