ASSOCIATION OF ENGINEERING GEOLOGISTS
RESOLUTIONS FOR THE BOARD OF DIRECTORS
APRIL 25, 2015
Amendment and Restatement of the Articles of Incorporation
After discussion, upon motion duly made and seconded, the Board of Directors approved and adopted the following recital and resolutions:
WHEREAS, the Board of Directors of Association of Engineering Geologists (this "Corporation") believes it is in the best interests of this Corporation to amend and restate its Articles of Incorporation and recommends that the voting members approve such amendment and restatement;
NOW, THEREFORE, BE IT:
RESOLVED, that the following Amended and Restated Articles of Incorporation of this Corporation are hereby approved, subject to any changes required by the California Secretary of State:
Amended and Restated Articles of Incorporation
Article I - Corporate Name. The name of the corporation is
ASSOCIATION OF ENVIRONMENTAL & ENGINEERING GEOLOGISTS
Article II - Corporate Purpose.
a. This corporation is a nonprofit Mutual Benefit Corporation organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity, other than credit union business, for which a corporation may be organized under such law.
b. The specific purposes of this corporation are to establish and maintain high ethical and professional standards for the environmental and engineering geology profession; to provide for the discussion of subjects related to the earth sciences and other problems of interest to the environmental and engineering geology profession; and to further public understanding and acceptance of the responsibilities of environmental and engineering geologists.
c. Notwithstanding any of the above statements of purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purposes of this corporation.
Article III – Election. This corporation elects to be governed by all of the provisions of the Nonprofit Corporation Law of 1980 not otherwise applicable to it under Part 5 of Division 2.
Article IV – Directors. All provisions regarding directors shall be set forth in the bylaws of this corporation.
RESOLVED FURTHER, that such Amended and Restated Articles of Incorporation be presented to the voting members of this Corporation for a vote on adoption of such Amended and Restated Articles of Incorporation, with the recommendation of this Board of Directors in favor, together with such other documents as the President of this Corporation shall deem proper to include; and that, upon approval of said Amended and Restated Articles of Incorporation by the voting members, such Amended and Restated Articles of Incorporation, together with a certificate executed by the proper officers of this Corporation, be filed with the Secretary of State of the State of California.
RESOLVED FURTHER, that the President and any other proper officers of this Corporation be and they hereby are authorized and directed to take all such actions as they may deem necessary or appropriate to carry out the purpose and intent of the foregoing recital and resolutions.
Resolutions of the AEG Board as to Restated Articles