BASIC DOCUMENTS OF THE RICHARD NIXON FOUNDATION Adopted by the Members of the Foundation and the Board of Directors as of November 10, 2011 1. Amended and Restated Certificate of Incorporation 2. Bylaws 3. Policies and Procedures 4. Board Guidelines 5. Committee Charters (a) Audit Committee (b) Budget and Finance Committee (c) Compensation Committee (d) Investment Committee US_ACTIVE:\43855815\01\99980.0464 t])e[aware PAGE 1 iJfie :First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF "THE RICHARD NIXON FOUNDATION", FILED IN THIS OFFICE ON THE THIRTIETH DAY OF NOVEMBER, A.D. 2010, AT 12:57 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. Jeffrey w. Bullock, Secretary of State 2001622 8100 C TION: 8385538 101130587 DATE: 11-30-10 You may verify this certificate online at corp.delaware.gov/authver.shtml State of Delaware Secretazy of State Division or Corporations Delivered 01:12 PM 11/30/2010 Execution Copy FILED 12:57 PM 11/30/2010 SRV 101130587 - 2001622 FILE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE RICHARD NIXON FOUNDATION The Richard Nixon Foundation, a nonstock corporation organized and existing under the General Corporation Law ofthe State ofDelaware (the "Foundation") DOES HEREBY CERTIFY: FIRST: The present name ofthe Foundation is The Richard Nixon Foundation. SECOND: The original certificate ofincorporation ofthe Foundation was filed with the Secretary ofState ofthe State ofDelaware on January 24,1983. THIRD: The amended and restated certificate ofincorporation ofthe Foundation in the form attached hereto as Exhibit A has been duly adopted in accordance with the provisions ofSections 242 and 245 ofthe General Corporation Law of the State ofDelaware by the directors ofthe Foundation. FOURTH: The amended and restated certificate ofincorporation so adopted reads in full as set forth in Exhibit A attached hereto and is hereby incorporated herein by this reference. The certificate ofincorporation ofthe Foundation, as amended and restated herein, shall be effective as ofthe date filed with the Delaware Secretary of State. IN WITNESS WHEREOF, the Foundation has caused this Certificate to be signed this 11th day ofNovember, 2010. THE RICHARD NIXON FOUNDAnON By:/s/ Ronald H. Walker Name: Ronald H. Walker Title: Chainnan ofthe Board US_ACTIVE:\43486747\07\99980.04ti4 Execution Copy EXHIBIT A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE RICHARD NIXON FOUNDATION FIRST: The name ofthe corporation is: The Richard Nixon Foundation (the "Foundation"). SECOND: The address ofthe registered office of the Foundation in the State ofDelaware is 1201 North Market Street, in the City ofWilmington, 19801, County ofNew Castle. The name of the registered agent ofthe Foundation at such address is Delaware Corporation Organizers, Inc. THIRD: The purpose ofthe Foundation is to illuminate and protect the legacy of the 37th President throngh its own programs as well as by supporting programs and exhibits at the Richard Nixon Presidential Library and Museum in Yorba Linda, California. In furtherance ofthis educational purpose, the Foundation may conduct any and all lawful activities. FOURTH: Notwithstanding any other provision herein, the Foundation intends at all times to qualify and remain qualified as exempt from federal income tax under Section 501(c)(3) ofthe Internal Revenue Code of 1986, as it may be amended (the "Code") and, in connection therewith: (a) Private Inurement Prohibited. The Foundation shall not be operated for pecuniary profit or financial gain, and no part ofits assets, income or profit shall be distributed to or inure to the benefit ofits members, directors, officers or other private individuals, except that the Foundation may pay reasonable compensation in exchange for services rendered and to make payments and distributions in furtherance of the purposes ofthe Foundation; (b) Political Limitations. No substantial part ofthe activities ofthe Foundation shall be devoted to the carrying on ofpropaganda or otherwise attempting to influence legislation (except to the extent permitted by the Code whether pursuant to an election under Section 501(h) ofthe Code or otherwise), and no part ofthe activities of the Foundation shall be devoted to participating or intervening in (including the publication or distribution ofstatements) any political campaign on behalfofor in opposition to any candidate for public office; lJ S_ACTIVE:\4 3486747\07\99980,0464 2 Execution Copy (c) Other Limitations. The Foundation shall not engage in or include among its purposes any activities not permitted to be carned on (i) by a corporation exempt from federal income taxation under Section 501(c)(3) ofthe Code or (ii) by a corporation to which contributions are deductible under Section 170(c)(2) ofthe Code; (d) Private Foundation Limitations. In any taxable year in which the Foundation is a private foundation as described in Section 509(a) ofthe Code, the Foundation (l) shall distribute its income for said period at such time and in such manner as not to subject it to tax under Section 4942 ofthe Code; (2) shall not engage in any act ofself-dealing as defined in Section 4941 (d) ofthe Code; (3) shall not retain any excess business holdings as defined in Section 4943(c) ofthe Code; (4) shall not make any investments in such manner as to subject the Foundation to tax under Section 4944 ofthe Code; and (5) shall not make any taxable expenditures as defined in Section 4945(d) of the Code; and (e) Dissolution. In the event ofdissolution, all the remaining assets and property ofthe Foundation shall, after payment ofall valid debts ofthe Foundation and necessary expenses thereof, be distributed to organizations that qualify under Section 501(c)(3) ofthe Code or to the federal government or state or local governments for a public purpose. Any ofsuch assets not so disposed ofshall be disposed ofin accordance with the laws ofthis state. FIFTH: The Foundation shall be a membership corporation, is not organized for profit and shall not have the authority to issue capital stock. The members ofthe Foundation shall be the members ofthe Executive Committee ofthe Foundation as set forth in the bylaws and such other individuals determined by action ofthe members. Ifat any time and for any reason any member ofthe Executive Committee shall cease to be a member ofthat Committee, such person shall simultaneously cease to be a member of the Foundation. SIXTH: In furtherance and not in limitation ofthe powers conferred by law, subject to any limitations contained elsewhere in this certificate ofincorporation, the Board ofDirectors is authorized to make, repeal, alter, amend and rescind any or all of the bylaws ofthe Foundation. SEVENTH: The number ofdirectors shall be determined in the manner set forth in the bylaws. Elections ofdirectors need not be by written ballot. EIGHTH: (a) A director ofthe Foundation shall not be personally liable either to the Foundation or to any member for monetary damages for breach offiduciary duty as a director, except (i) for any breach ofthe director's duty ofloyalty to the Foundation or its members, or (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation ofthe law, or (iii) for any matter in respect ofwhich such director shall be liable under Section 174 ofTitle 8 ofthe General Corporation Law ofthe State ofDelaware or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal ofthis paragraph (a) nor the adoption ofany provision ofthe certificate ofincorporation inconsistent with US)l."CTIVE:\43486747\07\99980.0464 3 Execution Copy this paragraph (a) shall eliminate or reduce the effect ofthis paragraph (a) in respect of any matter occurring, or any cause ofaction, suit or claim that, but for this paragraph (a) ofthis Article, would accrue or arise, prior to such amendment, repeal or adoption ofan inconsistent provision. (b) The Foundation shall indemnitY, advance expenses, and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person ("Covered Person") who was or is a party or is threatened to be made a party to, or is otherwise involved in any threatened, pending or completed action, suit or proceeding, ("Proceeding") whether civil, criminal, administrative or investigative in nature, by reason ofthe fact that such Covered Person is or was the legal representative, is or was a director, officer, employee or agent ofthe Foundation, or is or was serving at the request ofthe Foundation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person in connection with such Proceeding, and the Foundation may adopt bylaws or enter into agreements with any such person for the purpose ofproviding for such indemnification. Notwithstanding the preceding sentence, except for claims for indemnification (following the final disposition of such Proceeding) or advancement ofexpenses not paid in full, the Foundation shall be required to indemnitY a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only ifthe commencement of such Proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors ofthe Foundation. Any amendment, repeal or modification ofthis paragraph (b) ofthis Article shall not adversely affect any right or protection hereunder ofany person in respect ofany act or omission occurring prior to the time ofsuch repeal or modification. IN WITNESS WHEREOF, the undersigned has duly executed this amended and restated certificate ofincorporation on this 11th day ofNovember, 2010. /s/ Ronald H.