RESTATED ARTICLES OFI.INCORPORATION OF CATO INSTITUTE organized and existing Cato Institute, a corporation Kansas, hereby certifies as under the laws of the State of follows: the corporation is CATO INSTITUTE .'and I. The name of incorpo- under which the corporation was originally the name Its original Arti- is The Charles Koch Fourida t ion, Inc. rated the secretary of state of Incorporation were filed with cles date of'Decembe'r10, Kansas on December 19, 1974. ' Under of agent was filed. On.July 28, 1976 1975 a change of registered State in . the office of the . S.eCi'eta7cy of an amendment was filed ato Insti- of the corporation was changed to C whereby the name was filed Thereafter, on March~.14, 19~7~T an amendment tute_ FOURTH and the Secretary of State whereby Articles with 9, 1991 ' the registered SEVENTH were changed, and on'September to H. Allan Caldwell. agent of the corporation was changed r further These Restated Articl-es of Incorporati Ii. Incorporation;_ and in amend the provisions of the A1cles of particular, Article MUY"D of,Incorporat-ion,.as The full text of the Articles III. further hereby previously amended and supplemented, and amended, is as follows: is CATO~INSTxTUTE. FIRST: The name of the corporation of its registered office in Kansas SECOND: The location in 37th Street.No.rth, in the City of Wichita, is 4111 East Kansas, 67220: The County of Sedgwick, in the State of: the address is H. Allan name of its registered. agent at that Caldwell. organized NOT for profit, but THIRD: This corporation is organized exclusively for chari- rather said corporation is educational and scientific purposes, table, religious, to the making,of distributions including for such purposes exempt organizations under organizations that qualify as Revenue Code of 1954 (or Section 501(c)(3) of the Internal of any future United States the corresponding provision Internal Revenue Law). Z' Cl ~1 09E- 2 E9- 2 9 2 ZunoA pa ij d 6 ~,: 80 LO 20 '400 of the corporation shall No part of the net earnings distributable to, its mem- inure to the benefit of, or be private persons, except trustees, officers, or other bers, and empowered to corporation shall. be authorized that the and to compensation for services rendered pay reasonable pur- in furtherance of the make payments and distributions preceding paragraph of this Article poses set forth in the activities of'the corpo- THIRD. No substantial part of the of propaganda, or otherwise ration shall be the carrying on and the corporation attempting to influence legislation, or,intervene in (including the. shall not participate in, statements) any political publishing or distribution of for public office. campaign on behalf of.any.candidate other,-provision .of these.artlcles, the Notwithstanding any any other activities not corporation shall not carry`on corporation°exempt from permitted to be carried on.by a 501(c) (3) of -the Internal federal income tax under Section corresponding provision of any Revenue Code of 1954 (or the Revenue Law), contributions future United States Internal under Section 170(c)(2), Section to which are deductible the Internal'Revenue Code 2055(a), and Section 2522(a) of provision of any future of 1954 (or the corresponding Law): United States Iriternal Revenue the Board of Upon dissolution of the corporation, provision for the Directors shall, after paying or making the corporation,; dis- payment of all of the liabkl`ities of assets of,the corporationexclusively pose of all of the to of the corporation in such manner, or for the purposes operated or organizations organized and such organization religiovs, or exclusively for charitable, educational, qualify as an scientific purposes as shall, time or orgaizations under Section exempt organization (or'the cor- of the Internal Revenue Code of 1954, 501(c)(3) United.States Internal responding provision of any future of ®irectors.shall.determinee Revenue Law), as the Board by so disposed of shall be disposed of Any such assets not office of the county in which the.principal District Court for such corporation is then located, exclusively Of the organization organizations;-ts said purposes or to such or organized and operated Court shall determine, which are exclusively for such purposes. -2- E-d i709E-2E9-292 2unoA pa.aj . 016~,: 80 LO 20 100 FOURTH: shall . Authorized Capita . This.corporation A The total number of authority to issue capital stock. have shall have authority to issue shares which this corporation shares of. common 's.tock, without.-. is one thousand (1,000) nominal or par value. stock of Preemptive Riqhts. No shares of the B. ~ • --'" ' ~ • or fromf the may be issued from _ its freasury __ the corporation shares have first unissued stock. until such- . authorlied but . _._ -- • - ..._._-- •-• -• - - -- • and ou - to --t2~e existing holde rs of issued beeno~fered herea~fter provrded. for purchase by them as .. standing_stock notice t be of directors shall cause written- The board as of ai3ateoto be each such holder of record given to ' .thirty ( 30) days.prior by the directors -' not more than fixed number; of shares of stock such notice of (i) the total to the . price: at which such which are to be issued and (11) which shall be the-'price per holder may purchase shares, directors at'which said shares will share determined by the bolder the number of shares which such ~. ._.-- be issued, and (iii) Porti n of right to• pu~rchase' ~.namely ttiat has a preemptive to.the propor- be issued which is equivalent the shares to outstatZding by _him of all of the_1ssued and- tionowned ~~ays ~~er the record date. Within thirty stock on stockholder 'by a writing of said- otice, each such the ydate to purchase at the to the corporation may elect given the shares which he has a stated.price all or any part of and any_.sha.res.of stock not preemptive right to purchase, be issued by the cor-porat :~on_as_ so elected may thereafter appli= of directors ~Jithout further aiathoriz`ed-b x.its_ board manher. of preemptive rights. The time and ca-tion of these purchase which` a stockholder elected to payment for shares ofdirectors. shall be determined by the board hereunder conditions upon , the of directors.may set further The board order to comply of stock purchased hereunder in issuance , including, without federal and state securities laws with purchasers furnish appropriate limitation, a condition that investment representations. election_of directors shall FIFTH: The procedure for the .. .. to time in the Bylaws. be as stated from-time powers and authorities by SIXTH. In addition to the them'; the;directors are statute expressly conferred upon all such powersV and ~to do all hereby empowered to exercise. ~, • Cl b09E-ZE9- 2 9 2 ZunoA pa ij J 6~=80 LO 20 %00 t2~e_ things as may be exercised or ..done._}ay__ such acts and limitation, the •-cosporation_,._including,-"` but not bybi~iaY~7of • amend, change, add to, or repeal the power to make, alter, .._---••----- - Bylaws of' the -corporation: .the full extent SEVENTH: The corporatiori shall-, to time to time, K.S.A. 17-6305, as amended from permitted by time, laws in effect from,time to and any other relevant indemnify pursuant indemnify all persons whom it may thereto. the right to amend, EIGHTH: The corporation reserves contained in these change, or repeal. any provisin- • alter, now or herea ter . of Incorporation in the n►aruner Articles powers conferred prescribed-by Iaw; and all rights and hereiri"aresubject.to this reserved power:; Incorporation Restated and Amended Articles of IV. These in..accordance:•.with were duly adopted by.the Board of Directors 'State of Kansas ,_K~S.A. ~ae General Corporation Code of the 1'7-6605. has caused these WITNESS WHEREOF, said Cato Institute IN by its President Restated and Amended Articles to be signed Crane III, and attested Chief Executive Officer, Edward H. and this ~3 O day of Decem- by its Secretary, Diana C. Brady, on ber, 1991. By.~ ,v,.-..r...,. ~~ , , . • Edward H. Crane III President and Chief Executive Officer DISTRICT OF COLUMBIA, SS: and undersigned, a notary publicwith'in Before me, the December, state, on this-3o Tt- day of for said county and President/Chief appeared Edward H. Crane III; 1991, personally of Cato..Insti- officer, and Diana Brady, Secretary Executive identical persons who tute, to me personally known to be the instrument and acknowledged executed the within and foregoing -4- S' Cl 409E- 2 E9- 2 92 2unoA pa ij d6~ : 80 LO 20 '1 00 same their that they executed the to me purposes act and deed for the uses and hand and offi- In witnesswhofday year last above written. cial seal the and ~ My appointment expires: Notary Public; 7 -5- 9' d ~1 09£- 2 E9- 2 9 2 2unoA pa ij J 6 *: 80 LO 20 200 '711 DEC 19 PM 2: 41 1 De.C tg ~ t°~~y L V, ELI;LL ~t Sti.~T:AHA:~ 6ECfiE1 4 KY OF STATE KANSAS OEC 20 ? 02600 ** e g50.0i ARTICLES OF INCORPORATION OF THE CHARLES KOCH FOUNDATION, INC. I, the undersigned, in order to form and establish a corporation for the purposes hereinafter stated under and pursuant to the provisions of the General Corporation Code of the State of Kansas, do hereby certify as follows: FIRST: The name of the corporation is THE CHARLES KOCH FOUNDATION, INC. SECOND: The location of its registered office in Kansas is 4111 East 37th Street North, in the City of Wichita, in the County of Sedgwick, in the State of Kansas. The name of its registered agent at that address is Oliver A.