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HomeMy WebLinkAboutCF Habitat By-LawsAMENDED AND RESTATED BYLAWS OF CAPE FEAR HABITAT FOR HUMANITY, INC. (A NONPROFIT CORPORATION) Index ARTICLE 1 Offices Section 1.1 Principal Office Section 1.2 Registered Office Section 1.3 Other Offices ARTICLE 2 Directors Section 2.1 General Powers Section 2.2 Number, Tenn, and Qualifications Section 2.3 Election of Directors Section 2.4 Removal and Resignation Section 2.5 Vacancies Section 2.6 Chairperson of the Board Section 2.7 Compensation ARTICLE 3 Meetings of Directors Section 3.1 Regular Meetings Section 3.2 Special Meetings Section 3.3 Notice of Meetings Section 3.4 Waiver of Notice Section 3.5 Quorum Section 3.6 Voting and Manner of Acting Section 3.7 Presumption of Assent Section 3.8 Informal Action by Directors ARTICLE 4 Officers Section 4.1 Number Section 4.2 Election and Tern Section 4.3 Removal and Resignation Section 4.4 Compensation Section 4.5 President Adopted as of Tu c 1 &, 2011 Section 4.6 Vice Presidents Section 4.7 Secretary Section 4.8 Assistant Secretaries Section 4.9 Treasurer Section 4.10 Assistant Treasurers ARTICLE 5 Committees Section 5.1 Committees of the Board Section 5.2 Other Committees ARTICLE 6 Contracts, Loans, Checks, and Deposits Section 6.1 Contracts Section 6.2 Loans Section 6.3 Checks and Drafts Section 6.4 Deposits Section 7.1 Seal Section 7.2 Amendments Section 7.3 Fiscal Year ARTICLE 7 General Provisions ARTICLE 8 Indemnification ARTICLE 9 Priority AMENDED AND RESTATED BYLAWS OF CAPE FEAR HABITAT FOR HUMANITY, INC. (A NONPROFIT CORPORATION) ARTICLE 1 Offices Section 1.1 Principal Office: The principal office of the corporation shall be located at such place as the Board of Directors may fix from time to time. Section 1.2 Registered Office: The registered office of the corporation required by the North Carolina Nonprofit Corporation Act to be maintained in the State of North Carolina may be, but need not be, identical with the principal office. Section 1.3 Other Offices: The corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors from time to time may determine, or as the affairs of the corporation from time to time may require. ARTICLE 2 Directors Section 2.1 General Powers: The activities and affairs of the corporation shall be managed and directed by the Board of Directors or by such Executive Committee or other committees as the Board may establish pursuant to these Bylaws. Section 2.2 Number, Term, and Qualifications: The number of directors constituting the Board of Directors shall not be less than two (2), nor more than thirty- one (31), as fi-om time to time may be fixed or changed within said minimum and maximum by the Board of Directors. Each director shall hold office for a tern of two (2) year or until such director's death, resignation, retirement, removal, or disqualification. Despite the expiration of a director's term, the director continues to serve as such until the director's successor is elected, designated, or appointed and qualifies or there is a decrease in the number of directors. Directors need not be residents of the State of North Carolina. Section 2.3 Election of Directors: Except as provided in Section 2.5 of this Article, the directors shall be elected and the number of directors for the upcoming year shall be determined annually at any meeting of directors. Section 2.4 Removal and Resignation: Any director may be removed from office at any time with or without cause by a majority vote of the directors then in C office. Any director may resign from office at any time by notifying the corporation, orally or in writing, of such resignation and, unless otherwise specified herein, acceptance of such resignation shall not be necessary to make it effective. Section 2.5 Vacancies: If a vacancy occurs in the Board of Directors, including without limitation, a vacancy resulting from an increase in the number of directors, the Board of Directors may fill the vacancy. If the directors in office do not constitute a quorum of the Board, the directors may fill the vacancy by the affirmative vote of a majority of the remaining directors, or by the sole remaining director, as the case may be. Section 2.6 Chairperson of the Board: There may be a Chairperson of the Board of Directors elected by the directors fiom their number at any meeting of the Board. The Chairperson, if elected, shall be an officer of the corporation, preside at all meetings of the Board of Directors, and perform such other duties as may be directed by the Board. Section 2.7 Compensation: The Board of Directors shall not compensate directors for their services as such but may authorize the reimbursement of any out-of-pocket expenses incurred by directors in attending regular or special meetings of the Board and otherwise in handling the affairs of the corporation. ARTICLE 3 Meetings of Directors Section 3.1 Regular Meetings: The Board of Directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of regular meetings. Section 3.2 Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the Chairperson of the Board, if any, the President, or any two (2) directors. Such meetings may be held either within or without the State of North Carolina. Section 3.3 Notice of Meetings: Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors, at least two (2) days before the meeting, shall give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called. Any duly convened regular or special meeting may be adjourned by the directors to a later time without further notice. Notwithstanding the foregoing provisions of this Section, notice for any meeting of directors shall be made as may be required otherwise by the North Carolina Nonprofit Corporation Act, including without limitation, meetings of directors where any of the following matters are to be considered: (a) amendment to the corporation's Articles of hrcorporation or Bylaws, (b) plan of merger or dissolution, or (c) a sale of assets other than in the regular course of the corporation's activities. Section 3.4 Waiver of Notice: Any director may waive notice of any meeting before or after the meeting. The waiver must be in writing, signed by the director entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. The attendance by a director at, or the participation of a director in, a meeting shall constitute a waiver of any required notice of such meeting, unless the director, at the beginning of the meeting (or promptly upon the director's arrival thereat), objects to holding the meeting or to transacting any business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Section 3.5Quorum: A majority of the Board of Directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 3.6 Voting and Maurer of Acting: Each director shall be entitled to one (1) vote on all matters that come before the corporation. Unless a higher vote is required by the corporation's Articles of Incorporation or these Bylaws or the North Carolina Nonprofit Corporation Act, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 3.7 Presumption of Assent: A director of the corporation who is present at a meeting of the Board of Directors or at a meeting of any committee of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (a) such director objects at the beginning of the meeting (or promptly upon the director's arrival thereat) to holding the meeting or to transacting any business at the meeting, or (b) such director's contrary vote is recorded or such director's dissent or abstention fiom the action taken otherwise is entered in the minutes of the meeting, or (c) such director files written notice of dissent or abstention to such action with the person presiding at the meeting before the adjournment thereof or forwards such notice by registered mail to the Secretary of the corporation irmmediately after the adjournment of the meeting. Such right of dissent or abstention is not available to a director who voted in favor of the action taken. Section 3.8 Informal Action by Directors: Action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by all members of the Board and evidenced by one or more written consents signed by each director before or after such action, describing the action taken, and delivered to the Secretary of the corporation for inclusion in the minutes or filing with the corporate records. ARTICLE 4 Officers Section 4.1 Number: The officers of the corporation shall consist of a President, Secretary, and Treasurer and may also consist of a Chairperson of the Board, one or more Vice Presidents, and such Assistant Secretaries, Treasurers, and other officers as the Board of Directors from time to time may elect. Any two (2) or more offices may be held by the same person, except that no officer may act in more than one capacity where action of two (2) or more officers is required. Section 4.2 Election and Tenn: The officers of the corporation shall be elected by the Board of Directors. Such elections may be held at any regular or special meeting of the Board. Each officer shall hold office for a tern of one (1) year or until such officer's death, resignation, retirement, removal, or disqualification, or until the election and qualification of such officer's successor. Officers may serve an unlimited number of terms if duly elected thereto. Section 4.3 Removal and Resignation: Any officer or agent may be removed by the Board of Directors at any time with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the person so removed. An officer may resign at any time by notifying the corporation, orally or in writing, of such resignation. A resignation shall be effective upon receipt by the corporation unless it specifies in writing a later effective date. In the event a resignation so specifies a later effective date, the Board of Directors may fill the pending vacancy prior to such date; provided, however, that the successor to the resigning officer may not take office until the effective date. An officer's resignation does not affect the corporation's contract rights, if any, with such officer. Vacancies resulting from removal, resignation, death, or any other reason shall be filled by the Board. Section 4.4 Compensation: The compensation, if any, of all officers of the corporation shall be fixed by the Board of Directors in accordance with the Articles of Incorporation of the corporation. The election of an officer does not of itself create any contract rights. Section 4.5 President: The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall supervise and control the management of the corporation in accordance with these Bylaws. The President, with any other proper officer, may sign any deeds, leases, mortgages, bonds, contracts or other instruments which lawfully may be executed on behalf of the corporation, except where required or permitted by law otherwise to be signed and executed and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent. In general, the President shall perform all duties incident to the office of President and such other duties as from time to time may be assigned by the Board of Directors. Section 4.6 Vice Presidents: In the absence of the President or in the event of the President's death, inability, or refusal to act, the Vice Presidents in the order of their length of set -vice as Vice Presidents, unless otherwise determined by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors. Section 4.7 Secretary: The Secretary shall keep accurate records of the acts and proceedings of all meetings of directors. The Secretary shall give all notices required by law and by these Bylaws. The Secretary shall have general charge of the corporate books and records and of the corporate seal, and shall affix the corporate seal to any lawfully executed instrument requiring it. The Secretary shall keep all records required by law at the principal office of the corporation. The Secretary shall sign such instruments as may require the Secretary's signature. In general, the Secretary shall 11 perform all duties incident to the office of Secretary and such other duties as fi-om time to time may be assigned by the President or by the Board of Directors. Section 4.8 Assistant Secretaries: fit the absence of the Secretary or in the event of the Secretary's death, inability, or refusal to act, the Assistant Secretaries in the order of their length of service as Assistant Secretaries, unless otherwise determined by the Board of Directors, shall perform the duties of the Secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. Assistant Secretaries shall perform such other duties as from time to time may be assigned by the Secretary, by the President, or by the Board of Directors. Section 49 Treasurer: The Treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit, or disburse the same under the direction of the Board of Directors. The Treasurer shall maintain appropriate accounting records as may be required by law. In general, the Treasurer shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. Section 4.10 Assistant Treasurers: In the absence of the Treasurer or in the event of the Treasurer's death, inability, or refusal to act, the Assistant Treasurers in the order of their length of service as Assistant Treasurers, unless otherwise detennined by the Board of Directors, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer. Assistant Treasurers shall perform such other duties as fi-om time to time may be assigned by the Treasurer, by the President, or by the Board of Directors. ARTICLE 5 Committees Section 5.1. Committees of the Board. The Board of Directors, by resolution of a majority of the number of directors in office, may designate two or more directors to constitute an Executive Committee and such other committees as the Board shall deem advisable, each of which, to the extent authorized by the North Carolina Nonprofit Corporation Act and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the Corporation. Each committee member serves at the pleasure of the Board of Directors. The provisions of these Bylaws governing meetings, action without meeting, notice and waiver of notice, and quorum and voting requirements of the Board of Directors apply to any committees of the Board of Directors established pursuant to this Section. The designation of any cotmnittee of the Board of Directors and the delegation thereto of the Board's authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon him or her by law. Section 5.2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Such committee shall have such duties and responsibilities as may be set forth in the resolution designating the committee. For couunittees set up under this Section 5.2 to which decision making authority is delegated by the Board of Directors, the provisions of these Bylaws governing meetings, action without meeting, notice and waiver of notice, quorum and voting requirements of the Board of Directors shall apply to any such committees. Further such committees shall keep a written record of actions taken by such committees. ARTICLE 6 Contracts, Loans, Checks, and Deposits Section 6.1 Contracts: Consistent with the purposes of the corporation as set forth in the corporation's Articles of Incorporation, the Board of Directors may authorize any officer or officers or any agent or agents, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. The Board of Directors may enter into employment contracts on such terms and conditions as the Board deems necessary or desirable. Section 6.2 Loans: No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or specific in nature and scope. Notwithstanding the foregoing, no loan, guaranty, or other form of security shall be made or provided by the corporation to or for the benefit of any of its directors, officers, or employees. Section 6.3 Checks and Drafts: All checks, drafts, or other orders for the payment of money issued in the name of the corporation shall be signed by such officer or officers or such agent or agents of the corporation and in such manner as from time to time shall be determined by resolution of the Board of Directors. Section 6.4 Deposit : All funds of the corporation not otherwise employed from time to time shall be deposited to the credit of the corporation in such depositories as the Board of Directors shall direct. ARTICLE 7 General Provisions Section 7.1 Seal: The corporate seal of the corporation shall consist of two concentric circles between which is the name of the corporation and in the center of which is inscribed SEAL; and such seal, in the form approved and adopted by the Board of Directors, shall be the corporate seal of the corporation. Section 7.2 Amendments: Except as may be otherwise provided by the North Carolina Nonprofit Corporation Act, these Bylaws may be amended or repealed and new bylaws may be adopted by the Board of Directors. The corporation shall provide at least five (5) days written notice of any meeting of directors at which an amendment to the Bylaws is to be voted upon, and such notice shall state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the Bylaws and shall contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. Any amendment to the Bylaws shall be approved by a majority of the directors in office at the time that such amendment is adopted. Section 7.3 Fiscal Year: The fiscal year of the corporation shall be fixed by the Board of Directors. ARTICLE 8 Indemnification The corporation shall indemnify, to the fullest extent permitted by law and this Article, any person who is or was a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (and any appeal therein), whether civil, criminal, administrative, arbitrative, or investigative, and whether brought by or on behalf of the corporation, by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise or as a trustee or administrator under an employee benefit plan, or arising out of such party's activities in any of the foregoing capacities, against all liability and litigation expense, including reasonable attorney fees; provided, however, that the corporation shall not indemnify any such person against liability or expense incurred on account of such person's activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of the corporation or if such person received an improper personal benefit from such activities. The corporation likewise shall indemnify any such person for all reasonable costs and expenses (including attorney fees) incurred by such person in connection with the enforcement of such person's right to indemnification granted herein. The corporation shall pay all expenses incurred by any claimant hereunder in defending a civil or criminal action, suit, or proceeding as set forth above in advance of the final disposition of such action, suit, or proceeding upon receipt of and undertaking by or on behalf of such claimant to repay such amount unless it ultimately shall be determined that such claimant is entitled to be indemnified by the corporation against such expenses. The Board of Directors of the corporation shall take all such action as may be necessary and appropriate to authorize the corporation to pay the indemnification required by this Bylaw, including without limitation, a determination by a majority vote of disinterested directors (i) that the activities giving rise to the liability or expense for which indemnification is requested were not, at the time taken, known or believed by the person requesting indemnification to be clearly in conflict with the best interests of the corporation, and (ii) that the person requesting indemnification did not receive an improper personal benefit from the activities giving rise to the liability or expense for which indemnification is requested. Any person who at any time after the adoption of this Bylaw serves or has served in any of the aforesaid capacities for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart fiom the provision of this Bylaw. ARTICLE 9 Priority In the event that any of the provisions of these Bylaws conflict with the provisions of the Nonprofit Corporation Act, the provisions of the Nonprofit Corporation Act shall control. In the event that any of the provisions of these Bylaws conflict with the provisions of the Corporation's Articles of Incorporation, the provisions of the Articles of Incorporation shall control. ND: 4843-3293-2617, v. I ARTICLES OF RESTATEMENT OF CAPE FEAR HABITAT FOR HUMANITY, INC. (A NONPROFIT CORPORATION) I, the undersigned individual, hereby do make and acknowledge these Articles of Restatement are adopted pursuant to the laws of the State of North Carolina as contained in Chapter 55A of the General Statutes of North Carolina, entitled "North Carolina Nonprofit Corporation Act," and the several amendments thereto, and to that end hereby do set forth: Inc. Name: The name of the corporation is Cape Fear Habitat for Humanity, 2. Duration: The period of duration of the corporation shall be perpetual. 3. Principal Office Address: The street and mailing address of the corporation's principal office is 20 North 4th Street, Suite 200, Wilmington, New Hanover County, NC 28401. 4. Registered Office and Agent: The street and mailing address of the registered office of the corporation is 20 North 4th Street, Suite 200, Wilmington, New Hanover County, NC 28401; and the name of the registered agent at such address is Robert D. Calhoun. 5. Purposes: The corporation is organized and will be operated exclusively for religious, charitable, scientific, literary or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code") or any corresponding provision of any future United States Internal Revenue Laws (hereinafter the Code and the corresponding provisions of any future United States Internal Revenue Laws shall collectively be referred to as the "Code"). In order to achieve the foregoing purposes, the corporation shall have the following powers and authority: a. To engage in ftrrrd-raising activities and to accept gifts and contributions in any form and of any property, including without limitation, both real and personal property, to be used for the purposes of the corporation. b. To apply for and secure financial grants from public and private sources for ftirtherance of the purposes of the corporation. C. To make distributions in any form and of any property, including without limitation, both real and personal property, for the purposes of the corporation. d. To undertake any activity whatsoever that is in furtherance, directly or indirectly, of the purposes of the corporation. e. To exercise any and all powers that may be conferred upon nonprofit corporations under Chapter 55A of the North Carolina General Statutes or any corresponding provisions of any future North Carolina Statutes in furtherance of the purposes of the corporation. f To take any and all action necessary and appropriate to qualify the corporation (i) as exempt under Section 501(c)(3) of the Code, and (ii) as other than a private foundation pursuant to Section 509 (a) of the Code. 6. Membership: The corporation shall have no members. Board of Directors. The corporation shall be governed by the Board of Directors. The number of Directors, their terns of office, and the method of their selection shall be provided for and determined as is set forth in the bylaws of the corporation. 8. Nonprofit Issues: The corporation is not organized and shall not be operated for pecuniary gain or profit. No pail of the property or net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, officers, or any other individuals, except that the corporation shall be authorized and empowered to pay reasonable compensation for set -vices actually rendered and to make payments and distributions in furtherance of the purposes set forth in Article 5 hereof It is intended that the corporation will qualify at all times as an organization (a) exempt from federal income tax pursuant to Sections 501(a) and 501(c)(3) of the Code, (b) other than a private foundation pursuant to Section 509(a) of the Code, and (c) as to which deductible contributions may be made pursuant to Sections 170, 642, 2055 and 2522 of the Code. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, within the meaning of applicable provisions of the Code, except as may be provided othetivise in Section 501(h) of the Code, if applicable. If Section 501(h) is applicable, then the corporation's expenditures to influence legislation shall not exceed the permissible limits of Sections 501(h) and 4911 of the Code, and shall not be of the type or magnitude that would subject the corporation to tax under Section 4911 of the Code. Further, the corporation shall never directly or indirectly participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidates for public office. Notwithstanding any other provision in these Articles, the corporation shall never engage in any activities that (a) are not in furtherance of the charitable purposes for which the corporation is organized, (b) are not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, to which deductible contributions may be made pursuant to Sections 170, 642, 2055 and 2522 of the Code, and (c) would cause the corporation to not be described in Section 509(a) of the Code. 9. Private Foundation Issues: To the extent that Section 4942 of the Code is applicable to the corporation, the corporation shall distribute amounts for each taxable year at such time and in such manner as not to become subject to the tax imposed by Section 4942 of the Code. To the extent that Section 4941 of the Code is applicable to the corporation, the corporation shall not engage in any act of self -dealing as defined in Section 4941(d) of the Code. To the extent that Section 4943 of the Code is applicable to the corporation, the corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Code. To the extent that Section 4944 of the Code is applicable to the corporation, the corporation shall not make any investments in such mamner as to subject the corporation to tax under Section 4944 of the Code. Finally, and to the extent that Section 4945 is applicable to the corporation, the corporation shall not make any taxable expenditures as defined in Section 4945(d) of the Code. 10. Dissolution: hn the event of dissolution of the corporation, any net assets remaining after the satisfaction of the corporation's liabilities shall be transferred and delivered to one (1) or more of the following, as shall be selected by the Board of Directors of the corporation: (a) an organization(s) (i) that is organized and operated exclusively for the purposes set forth in Section 501(c)(3) of the Code, (ii) that shall at the time qualify as an exempt organization(s) under Section 501(c)(3) of the Code, (iii) that shall at the time be described in each of Sections 170(b)(1)(A), 170(c), 2055(a) and 2522(a) of the Code, and (iv) that shall at the time be described in Sections 509(a)(1), 509(a)(2), or 509(a)(3) of the Code; or (b) a state or a possession of the United States (or any political subdivision of any of the foregoing), or the United States or the District of Columbia, for exclusively public purposes. Any net assets not disposed of as provided above shall be distributed in accordance with the order of the General Court of Justice in the County in which the principal office of the corporation is located, exclusively for one (1) or more exempt purposes within the meaning of Section 501(c)(3) of the Code, or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for purposes set forth in Section 501(c)(3) of the Code. 11. Limitation on Personal Liabilitv: To the fullest extent provided by law, no director of the corporation shall be personally liable for monetary damages arising out of an action, whether by or in the right of the corporation or otherwise, for breach of any duty as a director. 12. Charitable or Religious Cor oration: The corporation is a charitable or religious corporation within the meaning of North Carolina General Statutes § 55A-1-40(4). 13. Effective Date: These Articles of Restatement shall be effective at 12:01 Cjoa.m. on J�Gc.r.0��. IN TESTIMONY WHEREOF, I have hereunto set my hand, this the 28th day of December, 2010. Robert D. Calhoun, Executive Director Prepared by and return to: Adam M. Beaudoin For the firm of Ward and Smith, P.A. 127 Racine Drive University Corporate Center Post Office Box 7068 Greenville, North Carolina 28406-7068 Telephone: (910) 794-4800 ARTICLES OF RESTATEMENT AA CAPE FEAR HABITAT FOR HUMANITY, INC. (A NONPROFIT CORPORATION) Pursuant to § 55A-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following for the purpose of restating its Articles of Incorporation. The name of the corporation is Cape Fear Habitat For Humanity, Inc. 2. The text of the Restated Articles of Incorporation is attached. 3. These Restated Articles of Incorporation were adopted by the board of directors and contain an amendment not requiring member approval. The reason member approval is not required is due to there not being any members. 4. These Articles will be effective upon filing. t� This the 7-'--day of July, 2011. CAPE FEAR HABITAT FOR HUMANITY, INC. By: � �-- Robert D. Calhoun, Executive Director ND: 4837-7731-5082, v. 1