President

President Donald R. Eastman III

Articles of Incorporation

Amended and Restated Articles of Incorporation

ECKERD COLLEGE, INC.
formerly Florida Presbyterian College
A Non-Profit Corporation

Effective October 19, 2002

Article I
Name, Location, and Seal

Section 1. The name of this corporation shall be Eckerd College, Inc. founded as Florida Presbyterian College in 1958.

Section 2. The principal office of the corporation shall be located within St. Petersburg, Florida.

Section 3. The seal of the corporation shall be capable of embossing an outer perimeter with the words "Eckerd College, Inc." around "Founded as Florida Presbyterian College" and an inner perimeter with the words "Florida 1958" around the words "Corporate Seal," an impression of which appears on this page.

Article II
Purpose

The purpose of this corporation shall be to establish and maintain a not for profit college or university related through appropriate and mutual covenant to the Presbyterian Church (U.S.A.), wherein the study of religion, the arts, sciences, literature, languages, mathematics, and related subjects may be taught and advanced and appropriate degrees granted according to courses of study approved by the board of trustees.

Article III
Powers

Section 1. This non-profit corporation is organized exclusively for one or more of the purposes as specified in §501 (c) (3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under §501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2. In addition to those given by statute, the corporation shall have the powers as follows:

(i) To contract and be contracted with, sue and be sued, invest and reinvest the funds of the corporation, and reinvest the funds of the corporation, and to do all acts and things requisite, necessary, proper, and desirable to carry out the purpose for which this corporation is formed.

(ii) To act as trustee of funds or other assets given for its purpose, to receive by bequest, devise, gift, purchase or lease, either absolutely or in trust, and property, whether real, personal or mixed; and to administer such property and such trusts; to sell and convey such property and to invest and reinvest the proceeds from the same or the proceeds and income therefrom in such manner, for the purpose of the corporation, as, in the discretion of the trustees, will best promote the purpose of the corporation.

(iii) In every case where specific instructions shall have been given the corporation by the donor, grantor, testator, or testatrix, as to the disposition of property or funds, whether such gift, devise or bequest shall be absolute or in trust, such gift, devise or bequest shall be placed in a fund to be known as a "designated fund" and the instructions, insofar as the same are legally possible, shall be binding upon the trustees and the corporation and shall be faithfully performed; provided, if the purpose for which any designated gift was made shall cease to exist, then such designated gift, devise or bequest shall become part of the undesignated funds or property of the corporation and shall be administered as such.

(iv) In the absence of specific directions by the donor, grantor, testator, or testatrix, all gifts, grants, devises and bequests to the corporation shall be known as "undesignated funds" and the distribution of such property and funds and the income therefrom shall be made for the purposes of the corporation as in the discretion of the trustees shall seem best.

(v) To do all things incident or necessary to carry out the purpose of the corporation.

Article IV
Members

The number of members and their term of office as members and the eligibility of members for election and reelection shall be fixed by the bylaws. The number of members shall not be less than twenty-three or more than thirty including the president.

Article V
Term

The corporation shall have perpetual existence.

Article VI
Trustees

Section 1. The affairs of the corporation shall be managed by a board of trustees composed of all the members of the corporation. Their term of office shall coincide with their terms as members of the corporation. The board of trustees shall have all the requisite power and authority, which is customarily vested in corporate directors, over the business and affairs of the corporation.

Section 2. The eligibility of trustees for election and reelection and their term of office shall be fixed by the bylaws. All trustees shall be elected by action of the board of trustees.

Section 3. The board of trustees may from time to time elect trustees emeriti and honorary trustees who shall have the right and privilege to attend all board meetings and to participate in the meetings, but shall have no vote. The eligibility of trustees emeriti and honorary trustees for election and reelection together with any additional privileges and duties consistent with these Articles of Incorporation shall be fixed by the bylaws.

Article VII
Officers

Section 1. At each annual meeting, the board of trustees shall elect from their membership a chairman, a vice chairman, and a president who shall have the requisite power and authority which is customarily vested in the corporate officers over the business and affairs of the corporation and such additional powers and duties as shall be prescribed by the bylaws.

Section 2. At each annual meeting, the board of trustees shall also elect a secretary and a treasurer, and it may also elect such other officers as to them may seem best and prescribe their duties and authority consistent with the bylaws.

Section 3. The officers shall serve for the term of one year beginning on the first day of the fiscal year which starts following the date of their election, or until the successors shall be elected. No individual shall hold more than one office.

Article VIII
No Trustee to Benefit

Section 1. No part of the contributions, gifts, devises or bequests to or of the net earnings of this corporation may inure to the benefit of any trustee. No trustee of this corporation shall receive any compensation for his or her services as trustee; nor shall any trustee be eligible to receive any direct or indirect benefit from or by reason of his benevolences; however, reasonable expenses incurred by a trustee related to the work of this corporation may be reimbursed by the treasurer after a statement shall have been submitted for payment and approved by the board of trustees.

Section 2. Upon dissolution of this corporation, all of its assets remaining after payment of all costs and expenses of such dissolution shall be distributed to organizations which have qualified for exemption under Section 501 (c) (3) of the Internal Revenue Code, or to the Federal Government, or to a state or local government for a public purpose, and none of the assets will be distributed to any officer or trustee of this corporation.

Article IX
Amendments to Articles of Incorporation and Bylaws

Section 1. The bylaws of this corporation shall be made, altered and amended by the board of trustees at any regular or special meeting held in accordance with the bylaws.

Section 2. This corporation reserves the right to amend, alter, change or repeal any provision contained in these articles of incorporation, in the manner now or hereafter prescribed by the laws of the State of Florida. All rights conferred on trustees and officers herein are granted subject to this reservation.

Section 3. The articles of incorporation of the corporation may be amended at any meeting of the board of trustees by a vote of two thirds (2/3) of those present either in person or by proxy provided that notice of the substance of the proposed amendment is sent to all the trustees at least ten days before the meeting and provided that the affirmative vote shall constitute not less than a majority of all the trustees.

Section 4. The bylaws may be amended at any meeting of the board of trustees by a vote of two-thirds (2/3) of those present, provided notice of the proposed amendment is sent to all the trustees at least ten days prior to the meeting and provided that an affirmative vote shall constitute not less than a majority of all the trustees.

Article X
Prohibited Activities

Notwithstanding any other provisions of these articles of incorporation, this non-profit corporation shall not engage in any activities that are not permitted either

(i) by a Florida not for profit corporation exempt from federal corporate income tax under §501 (c) (3) of the Internal Revenue Code, or

(ii) by a non-profit corporation whose contributions are deductible under §170 (c) (2) of the Internal Revenue Code.