RESTATED
ARTICLES OF INCORPORATION
OF
EVANGELICAL LUTHERAN CHURCH IN AMERICA®

ARTICLE I

The name of this corporation shall be:
EVANGELICAL LUTHERAN CHURCH IN AMERICA

ARTICLE II

This corporation (sometimes referred to herein as the “Church”) is organized and shall be operated exclusively for religious purposes and, specifically, this corporation shall constitute a Lutheran church the purpose and functions of which shall be as specified from time to time in the Constitution of this corporation.

Within the framework and limitations of these purposes, the Church is organized and shall be operated exclusively for religious purposes and shall have such powers as are consistent with the foregoing purposes, including the power to acquire and receive funds and property of every kind and nature whatsoever, whether by purchase, conveyance, lease, gift, grant, bequest, legacy, devise, or otherwise, and to own, hold, expend, make gifts, grants, and contributions of, and to convey, transfer, and dispose of any funds and property and the income therefrom for the furtherance of the purposes of the Church herein above set forth, or any of them, and to lease, mortgage, encumber, and use the same, and such other powers which are consistent with the foregoing purposes and which are afforded to the Church by the Minnesota Nonprofit Corporation Act, and by any future laws amendatory thereof and supplementary thereto.

ARTICLE III

This corporation shall not afford pecuniary gain, incidentally or otherwise, to its members, and no part of the net income or net earnings of this corporation shall inure to the benefit of any member, private shareholder, or individual, and no substantial part of its activities shall consist of carrying on propaganda, or otherwise attempting to influence legislation. This corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office.

This corporation shall not lend any of its assets to any officer, director, or member of this corporation or guarantee to any other person the payment of a loan made to an officer, director, or member of this corporation.

All references in these Articles of Incorporation to sections of the Internal Revenue Code of 1954 include any provisions thereof adopted by future amendments thereto and any cognate provisions in future Internal Revenue codes to the extent such provisions are applicable to this corporation.

ARTICLE IV

The period of duration of corporate existence of this corporation shall be perpetual.

ARTICLE V

The registered office of this corporation shall be located at 405 Second Avenue South, Minneapolis, Minnesota 55401.

ARTICLE VI

The management and direction of the business of the Church shall be vested in a board of directors which shall be known and designated as the Church Council. The terms of office, method of election, powers, authorities, and duties of the members of the Church Council, the time and place of their meetings, and such other regulations with respect to them as are not inconsistent with the express provisions of these Articles of Incorporation shall be as specified from time to time in the bylaws of the Church, which shall be known to the Church as its Constitution.

ARTICLE VII

The voting members of the Church Council shall consist of the four churchwide officers, the chair of the Conference of Bishops, and at least 33 and not more than 45 other persons elected by the Churchwide Assembly.

ARTICLE VIII

Except as otherwise provided in the Church’s Constitution, the Church shall have no members with voting rights.

Whenever, and to the extent that, the Church’s Constitution provides that voting rights shall be exercised by individuals elected, appointed, or otherwise designated to serve as voting members of an assembly of the Church, then the voting members of this Church for purposes of the laws of the State of Minnesota shall be the persons who were most recently seated as the voting members of an assembly of the Church.

Members of congregations of the Church shall not, as such, have any voting rights with respect to this corporation.

ARTICLE IX

For purposes of the laws of the State of Minnesota, only the Church’s Constitution shall be treated as the bylaws of this corporation, and none of this corporation’s governing documents other than these Articles of Incorporation and the Church’s Constitution need be subject to the procedures specified by law or otherwise for the amendment of articles of incorporation or bylaws.

ARTICLE X

Members of this corporation shall not be personally liable for the payment of any debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members be subject to the payments of the debts or obligations of this corporation to any extent whatsoever.

ARTICLE XI

This corporation shall have no capital stock.

ARTICLE XII

These Articles of Incorporation may be amended from time to time in the manner prescribed by law.

ARTICLE XIII

In the event of the dissolution of this corporation any surplus property remaining after the payment of its debts shall be disposed of by transfer to one or more corporations, associations, institutions, trusts, community chests, or foundations organized and operated exclusively for one or more of the purposes of this corporation, and described in section 501(c)(3) of the Internal Revenue Code of 1954, in such proportions as the Church Council of this corporation shall determine. Notwithstanding any provision herein to the contrary, nothing herein shall be construed to affect the disposition of property and assets held by this corporation upon trust or other condition, or subject to any executory or special limitation, and such property, upon dissolution of this corporation, shall be transferred in accordance with the trust, condition, or limitation imposed with respect to it.