Book of Church Order

Book of Church Order

Certificate of Incorporation

PRESBYTERIAN CHURCH IN AMERICA

(A CORPORATION)

FIRST. — The name of this corporation is Presbyterian Church in America (A Corporation).

SECOND. — Its registered office in the State of Delaware is to be located at 229 South State Street, in the City of Dover, County of Kent.  The registered agent in charge thereof is The Prentice-Hall Corporation System, Inc., at 229 South State Street, Dover, Delaware.

THIRD. — The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the general Corporation Law of Delaware.

All assets of the corporation shall be principally and directly dedicated exclusively to religious and educational work.  The corporation shall not engage in business activities for profit and no part of any net earnings of the corporation shall inure to the benefit of any member, director or officer of the corporation, or any private individual, save and except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes, and no member, director or officer of the corporation, or private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.  No substantial part of the activities of the corporation shall be the carrying on of secular propaganda, or otherwise attempting to influence legislation.

Notwithstanding any other provision of these articles, the corporation shall not conduct or carry on any activities not permitted by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may hereafter be amended, or by any organization contributions to which are deductible under Section 170 (c)(2) of such Code and regulations.

Upon the dissolution or liquidation or other winding up of this corporation, all of its assets, principal and income, subject to the payment of its debts, shall be distributed to an organization which is exempt under Section 501(c)(3) of the Internal Revenue Code.

FOURTH. — The corporation shall not have any capital stock, and the conditions of membership shall be as stated in the By-Laws.

FIFTH. — The names and places of residence of the incorporators are as follows:

NAMES                                     RESIDENCES

W. Jackson Williamson        701 Fort Dale Road, Greenville, Alabama 36067

Leon F. Hendrick                     1424 Pinehurst, Jackson, Mississippi 39202

Gordon Kenworthy                 Reed 105 River Street, Greenville, South Carolina 29601

Cecil Williamson, Jr.               221 Cone Drive, Selma, Alabama 36707

Harry Norval Miller, Jr.           52 Adams Avenue, Montgomery, Alabama 36104

Morton Howison Smith         5422 Clinton Boulevard, Jackson, Mississippi 39209

Donald Bray Patterson          4611 Trawick Drive, Jackson, Mississippi 39211

SIXTH. — The civil activities and affairs of the corporation shall be managed by a board of directors.  The number of directors which shall constitute the whole board shall be such as from time to time shall be fixed by, or in the manner provided in, the By-Laws, but in no case shall the number be less than three.  The directors need not be members of the corporation unless so required by the By-Laws.  The board of directors shall be elected by the members at the annual meeting of the corporation to be held on such date as the By-Laws may provide, and shall hold office until their successors are respectively elected and qualified.  The By-Laws shall specify the number of directors necessary to constitute a quorum.  The board of directors may, by resolution or resolutions, passed by a majority of the whole board, designate one or more committees, which to the extent provided in said resolution or resolutions or in the By-Laws of the corporation shall have and may exercise all the powers of the board of directors in the management of the activities and affairs of the corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it; and such committee or committees shall have such name or names as may be stated in the  By-Laws of the corporation or may be determined from time to time by resolution adopted by the board of directors.  The directors of the corporation may, if the By-Laws so provide, be classified as to term of office.  The Corporation may elect such officers as the By-Laws may specify, who shall, subject to the provision of the Statute, have such titles and exercise such duties as the By-Laws may provide.

This corporation may in its By-Laws confer powers upon its board of directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon them by the Statute, provided that the board of directors shall not exercise any power of authority conferred herein or by Statute upon the members.

SEVENTH. — Meetings of members may be held without the State of Delaware, if the By-Laws so provide.  The books of the corporation may be kept (subject to any provision contained in the Statutes) outside the State of Delaware at such place or places as may be from time to time designated by the board of directors.

EIGHTH. — The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the Statute, and all rights conferred upon members herein are granted subject to this reservation.

We, The Undersigned, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to Chapter I of Title 8 of The Delaware Code, do make this Certificate, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set our hands and seals this 21st day of September, A.D. 1973.

W. Jackson Williamson      Leon F. Hendrick

Gordon K. Reed                    Cecil Williamson, Jr.

Harry Norval Miller, Jr.         Morton Howison Smith

Donald B. Patterson

CLERK’S NOTES ON AMENDMENTS

1. In 1974 the original Certificate of Incorporation was amended to change the name.

2. In 1980, the General Assembly amended Article Sixth by adding the word “civil” in the first line, and deleting the last sentence of the first paragraph, namely:  “The board of directors is expressly authorized to make, alter or repeal the Bylaws of this corporation.”