The American Association of Obstetricians and Gynecologists Foundation, Inc.
Restated Articles of Incorporation

Pursuant to the provisions of Act 162, Public Acts of 1982, the following Restated Articles of Incorporation are adopted and supersede the Articles of Incorporation as amended and shall be the Articles of Incorporation for the Corporation.

Article I

The name of the Corporation is the American Association of Obstetricians and Gynecologists Foundation, Inc.

Article II

The purpose or purposes for which the Corporation is organized are as follows: the receiving and administering of funds and property and the application of the income, and if the Corporation so decides, of the principal of such funds and property, exclusively for and to the education or charitable purpose of the cultivation and promotion of theoretical and practical knowledge in the subjects of Gynecology, Obstetrics, and whatever relates to Obstetrics and Gynecology, to carry out the charitable, scientific, and educational purposes of the American Gynecological and Obstetrical Society.

Article III

The Corporation is organized on a nonstock basis. The Corporation owns no real property assets. The description and value of its personal property assets is $4,765,344 -- cash, cash equivalents, interest accrued, investments, and miscellaneous. (The valuation of the above assets was as of July 31, 1992.) The Corporation is to be financed under the following general plan: through contributions by members of the American Gynecological and Obstetrical Society, and others interested in the successful advancement of the aims of the Corporation, and through income derived from invested funds. The Corporation is organized on a directorship basis.

Article IV

The address of the registered office is 255 S. Woodward Ave., Suite 301, Birmingham, MI 48009.

The name of the resident agent is Daniel H. Minkus.

Article V

The term of existence of this Corporation is fixed in perpetuity.

Article VI. Membership

The membership of the Corporation shall consist of the Fellows of the American Gynecological and Obstetrical Society, in good standing, including Active Fellows, Life Fellows, and Honorary Fellows. All Fellows of the American Gynecological and Obstetrical Society who cease to have the qualifications described above for any reason shall thereupon cease to be members of the Corporation.

Article VII

These articles may be altered, amended, or repealed by an affirmative vote of a majority of the entire membership of the Corporation, voting in person or by mail, at any regular meeting of the members or at any special meeting of the members, if notice of the proposed alterations, amendment or repeal has been given at least 30 days prior to the date of said meeting.

Article VIII.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherannce of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article IX

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributable to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas in the county in which the principal office of the organization 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.

Ratified
September 4, 1998