Certificate of Amended and Restated Articles of Incorporation of Learning Forward (Formerly National Staff Development Council)

Stephanie Hirsh, secretary of Learning Forward (formerly National Staff Learning Council), an Ohio nonprofit corporation organized pursuant to Ohio Revised Code Chapter 1702, hereby certifies that at a meeting of members duly called and held in accordance with O.R.C. 1702.38(D) and 1702.20 on November 24, 2015, the following Amended and Restated Articles of Incorporation were adopted by the members:

In witness whereof, Stephanie Hirsh, secretary of Learning Forward, acting on behalf of said corporation, has signed this Certificate of Amended and Restated Articles of Incorporation on November 24, 2015.

Learning Forward

By: Stephanie Hirsh, Secretary

Amended and Restated Articles of Incorporation of Learning Forward

Article One

The name of the corporation shall be Learning Forward.

Article Two

The place within the state of Ohio where the principal office of the corporation is to be located shall be Oxford, Butler County, Ohio.

Article Three

The purposes for which the corporation is exclusively organized and to be exclusively operated are charitable literary, educational and scientific. The broadest discretion is vested in and conferred upon the trustees for the accomplishment of these purposes, provided, however, that no action shall be taken, nor any contribution shall be made or distributed to any person, firm, corporation or other entity which shall apply, directly or indirectly, such contributed funds for any purpose or purposes, in violation of the Constitution and statutes of the United States or the State of Ohio.

The corporation’s specific activity shall include, but not be limited to, the promotion, sponsorship and coordination of the following:

A. The improvement in the quality of education in public and private schools, colleges, and universities by the promotion of staff development programs for teachers, administrators, and other staff of educational institutions.

B. To make distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1986, as such provision may be amended from time to time; and

C. To perform all such other acts as may be permitted by the laws of the State of Ohio applicable to non-­‐profit corporations under section 1702.01 et. seq. of the Ohio revised Code to the extent that such acts are not inconsistent with the purposes for which the corporation is organized.

Article Four

No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set for in Article Three hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall no participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office, except to the extent that such lobbying activities are now or hereafter permitted to be carried on by organizations exempt from tax under Section 501(c)(3) of the Internal Revenue Code as it may be amended from time to time. Not withstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on

(a)by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 as it may, from time to time, be amended.

Article Five

Upon the dissolution of the corporation, the Board of Trustees shall, after paying or making provisions for the payment of all of the liabilities of the corporation exclusively for the purposes of the corporation in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of the any future United States Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas 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 shall determine which are organized and operated exclusively for such purposes.

Article Six

Pursuant to Section 1702.08 of the Ohio Revised Code and in accordance with its established procedures, Learning Forward, formerly known as the National Staff Development Council and formerly an unincorporated society organized for non-profit purposes, by a majority vote of its members at a meeting duly convened on November 8, 1978 at San Diego, California, authorized the incorporation of the National Staff Development Council under the laws of the State of Ohio.

Amendment I

If the corporation is a private foundation within the meaning of Section 509(a) of the Internal Revenue Code of 1986, the corporation:

(A) Shall distribute its income for each taxable year at such time and in such manner as not to become subject of the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986;

(B) Shall not engage in any act of self dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986;

(C) Shall not return any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986;

(D) Shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986; and

(E) Shall not make any taxable expenditure as defined in Section 4945(d) of the Internal Revenue Code of 1986.