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Articles of Incorporation

Summary of Articles of Incorporation

Filed with the District of Columbia

The Nature Conservancy is incorporated as a nonprofit corporation under the laws of the District of Columbia. Articles of Incorporation were filed on October 11, 1951 and amended on November 23, 1959. The Corporation has elected to come under the District of Columbia Nonprofit Corporation Act. A Statement to Elect that act was filed on February 27, 1998, amended on March 11, 1998 and further amended on March 20, 1998.

Relevant excerpts from The Statement Of Election To Accept follow:

The name of the corporation shall be The Nature Conservancy (hereinafter also referred to as "TNC"). The period of duration of the corporation shall be perpetual.

The Corporation has elected to accept the provisions of Title 29, Chapter 5 of the District of Columbia Code, 1981 ed.

TNC shall have one or more classes of members as set forth in the bylaws, but such members shall not be entitled to vote.

The election to accept the District of Columbia Nonprofit Corporation Act was adopted by resolution of the Board of Governors (Board of Directors being designated as Board of Governors) of the Corporation at a meeting duly called and held on January 30, 1998. A statement as to the manner in which Governors shall be elected or appointed, if the Governors or any of them are not to be elected or appointed by one or more classes of members shall be provided in the bylaws. Such resolution was adopted by a majority of the members of the Board in accordance with Section 29-599.3.

This corporation is organized exclusively for educational, scientific, and charitable purposes as may qualify it for tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). More specifically, the mission of TNC is to preserve plants, animals, and natural communities that represent the diversity of life on Earth by protecting the lands and waters they need to survive. In furtherance of its corporate purposes, TNC shall have all the general powers enumerated in §29-505 of the District of Columbia Nonprofit Corporation Act, as now in effect or as may hereafter be amended, together with the power to solicit grants and contributions for such purposes. TNC may receive property by gift, devise or bequest, invest and reinvest the same, and apply the income and principal thereof, as the Board of Governors may from time to time determine.

The Corporation shall have and exercise all powers necessary or convenient to effect any or all of the purposes for which the Corporation is organized, including the power to hold property. In the event of dissolution or final liquidation of the Corporation, all of the remaining assets and property of the Corporation, after paying or making provision for the payment of all of the liabilities and obligations of the Corporation and for necessary expenses thereof, shall be distributed to such organization or organizations as the Board of Governors shall determine which are organized and operated exclusively for charitable, scientific, literary or educational purposes and as shall at the time qualify as exempt from taxation as an organization or organizations described in Section 501(c)(3) of the Code, or the corresponding provision of any future federal tax code. In no event shall any of such assets or property be distributed to any Member, Governor or Officer of the Corporation, or any private individual.

The provisions set forth herein supersede TNC’s original Articles of Incorporation, all amendments thereto and all restatements thereof, and constitute the official organizing document of the Corporation. Unless otherwise provided by applicable law, the internal affairs of the Corporation shall be regulated by the bylaws of the Corporation.

The address of the registered office of the Corporation in the District of Columbia is 1025 Vermont Avenue, N.W., Washington, DC 20005, and the name of its registered agent at such address is C T Corporation System.

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