Newly Amended And Revised
Articles of Incorporation of Maris Stella School
A NON-PROFIT CORPORATION, Idid, Koror, Republic of Palau 96940

We the undersigned, being 18 years or more of age, do hereby associate ourselves together for the purpose of forming a non-profit corporation under the statutes of the Republic of Palau

Article I: Name

The name of the organization is Maris Stella School.

Article II: Principle Office

The principle office of the corporation shall be in Idid, Koror State, in the Republic of Palau. The corporation may establish and maintain other offices elsewhere within the Republic of Palau by action of the Board of Directors.

Article III: Duration

The period of duration of the corporation shall be perpetual unless sooner &solved in accordance with the law.

Article IV: Purposes And Powers

The purposes for which the corporation is organized are:

• 1. To conduct Maris Stella School as a Roman Catholic School offering quality education, spiritual, intellectual, moral and physical — in a Palauan cultural context - to selected young people of the Republic of Palau.
• 2. To receive and accept, in a manner permitted by law, contributions, gifts and grants from any person, firm, association or corporation, or any municipality, body politic, or governmental agency or authority, given to the corporation.

Article V: Limitations

The corporation shall operate within the following limitations:

• 1. The corporation shall not seek pecuniary gain or profit and will not issue any stock, and no part of the assets, earnings, or income shall inure to the benefit of any member, director, or individual, with the exception of the payment of reasonable compensation for services actually rendered to the corporation, and except upon liquidation of its property in case of corporate dissolution.
• 2. This corporation shall not own or hold more real property (or leases of real property) than is reasonably necessary to carry out its purpose; nor shall it engage in any activity, directly or indirectly, for profit.
• 3. No director, officer, member or employees of this corporation shall discriminate against any applicant for employment with the corporation because of race, creed, color, religion, nation, state or sex, except as required by law.
• 4. No persons shall be denied access to the services of the corporation solely on the ground of the family's financial situation.

Article VI: Membership And Exemption From Debt

This corporation shall issue no capital stock and shall be composed of members rather than stockholders. The membership of this corporation shall be appointed and may be removed solely by the Bishop of the Diocese of the Caroline Islands or his successor. There shall be a minimum of 3 members and a maximum 7. The private property of members and directors of this corporation shall be exempt from liability for its corporate debts and obligations Members shall have all powers provided by law to members of non-profit corporations. The Members of the Corporation shall have the following exclusive and reserved powers to:

• 1. approve decisions with respect to the purchase, sale, mortgage, lease or other disposition of real property of Maris Stella School;
• 2. approve all borrowings, and the incurring of any debts in the normal course of operations;
• 3. adopt, amend, or repeal any provision of the Articles of Incorporation;
• 4. approve decisions with respect to the adoption, amendment or repeal of any provisions of the Corporation's By-Laws;
• 5. approve and remove members of the Board of Directors;
• 6. articulate, and/or change the mission, philosophy, objectives or purpose of Maris Stella School;
• 7. approve the appointments of the Principal and Treasurer and remove the Principal or Treasurer in consultation with the Board of Directors;
• 8. approve the merger, consolidation or closure of Maris Stella School;
• 9. approve the investment policies of Maris Stella School.

Article VII: Board Of Directors

Subject to the exclusive powers reserved to the Members of the Corporation, the general affairs of this corporation shall be managed by a Board of Directors which shall consist of at least three members to be elected and to serve in accordance with the By-Laws of this corporation. Subject to the exclusive powers reserved to the Members of the Corporation, the Board of Directors shall be responsible for the management and control of the business and affairs of this corporation and shall have all those powers provided to boards of directors by Canon Law and the Board of Members of this Corporation.

Article VIII: Meetings

The Members and the Board of Directors shall hold annual meeting. Other regular or special meetings of the Members and the Board of Directors may be convened as provided in the By-Laws of this corporation.

Article IX: Officers

The officers of this corporation shall consist of the Officers provided by law or the By-Laws of this corporation subject to the exclusive powers reserved to the Members of the Corporation.

Article X: By-laws

The By-Laws of this corporation may contain any provision for the regulation and management of the corporation not inconsistent with Canon Law or these Articles. The Members may adopt, alter, amend or repeal any provision of the By-Laws of this Corporation at any regular or special meeting where a quorum is present.

Article XI: Disolution

In the event of the dissolution of this corporation, its remaining assets, if any shall be distributed in a manner determined by the majority vote of the Members, or in the absence of such designation, to the Catholic Mission Palau, Inc.

Article XII: Financial Surplus

In the event that a financial surplus is accumulated at any time, the surplus funds shall, by majority of the Board of Directors, be expended on the approved program of the corporation. In no event shall any funds of the corporation be given or allocated to its members as profits or earnings or any similar distribution.

Article XIII: Amendments

The Members shall have the power to amend these Articles by majority vote at any regular or special meeting where a quorum is present. Written notice of any proposed amendment shall be given to each of the members of the Board of Directors at least ten (10) days prior to any such meetings and may be waived by the members. Any amendments duly proposed and adopted by the Members shall be signed and acknowledged by the Bishop of the Caroline Islands or his successor and attested to, filed, recorded and published as provided by law.

Article XIV: Transitory Provisions

INCORPORATORS — The name and address of each incorporator is listed below:

NAME	ADDRESS	CITIZENSHIP
Wayne Tkel,S.J.	Idid, Koror State, Republic of Palau	Republic of Palau
Lisa Abraham	Idid, Koror State, Republic of Palau	Republic of Palau
Gregory F. Muckenhaupt, S.J.	Idid, Koror State, Republic of Palau	U.S.A

• (a) The Members of this corporation shall be Fr. Rusk Saburo, Mr. Matthew Rudimch and Fr. Rich McAuliff, S.J.
• (b) The officers of this corporation shall be as follows: Fr. Rusk Saburo (President); Fr. Rich McAuliff, SJ (Secretary); Mr. Matthew Rudimch, SJ (Treasurer)

IN WITNESS WHEREOF,

the undersigned, constituting the above-named incorporators of Maris Stella School have executed these Restated & amended Articles of Incorporation on this 5th day February, 2020.

/signed/ Fr. Rusk Saburo, President
/signed/ Fr. Rich McAuliff, SJ, Secretary
/signed/ Mr. Matthew Rudimch, Treasurer

Subscribed and sworn to before me this 5th day of February 2020
/signed/ Notary Public Joan C. Filibert