EXECUTIVE ORDER NUMBER 22

WHEREAS, pursuant to the provisions of Section 36-13-9, Code of Alabama 1975, by Executive Order Number 33 issued by Governor Fob James, dated August 19,1980, Governor James authorized, empowered and directed the Alabama Commission on Higher Education, an existing agency and instrumentality of the State of Alabama, to request the incorporation of the Alabama Higher Education Loan Corporation as an Alabama nonprofit corporation for the purpose of issuing its bonds and notes and using the proceeds thereof to acquire student loan notes incurred under the Higher Education Act of 1965;

WHEREAS, pursuant to the provisions of said Executive Order Number 33, the Alabama Commission on Higher Education requested the incorporation of the Alabama Higher Education Loan Corporation, which was duly incorporated as an Alabama nonprofit corporation on December 31, 1980;

WHEREAS, Article XV of the Articles of Incorporation requires that any amendment to the Articles of Incorporation be approved by the Governor of Alabama through the issuance of his Executive Order;

WHEREAS, the First Articles of Amendment to the Articles of Incorporation were adopted by said corporation, the provisions of which were approved by Executive Order Number 61 issued by Governor Fob James on December 7, 1982;

WHEREAS, the Second Articles of Amendment to the Articles of Incorporation were adopted by the corporation, the provisions of which were approved by Executive Order Number 3 issued by Governor George C. Wallace on March 21, 1983;

WHEREAS, the Third Articles of Amendment to the Articles of Incorporation were adopted by the corporation, the provisions of which were approved by Executive Order Number 2 issued by Governor Guy Hunt on February 20, 1987;

WHEREAS, the Fourth Articles of Amendment to the Articles of Incorporation were adopted by the corporation, the provisions of which were approved by Executive Order Number 47 issued by Governor Guy Hunt on February 15, 1992; and,

WHEREAS, the Board of Directors of the corporation determined that it is necessary, expedient and advisable to further amend the Articles of Incorporation and adopted a resolution pursuant to the requirements of the Alabama Nonprofit Business Corporation Law approving the Fifth Articles of Amendment to the Articles of Incorporation at its meeting held on August 11, 2011.

NOW, THEREFORE, I, Robert Bentley, Governor of the State of Alabama, in accordance with the powers and authority granted to me by law, find, declare and order that the Fifth Articles of Amendment to the Articles of Incorporation of the Alabama Higher Education Loan Corporation duly adopted by its Board of Directors, a copy of which is attached hereto and made a part of this Executive Order, are due to be and are hereby approved.

DONE and ORDERED this the 29th day of August, 2011.

Robert Bentley

Governor

Attested

Beth Chapman

Secretary of State

 

FIFTH ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF THE

ALABAMA HIGHER EDUCATION LOAN CORPORATION

STATE OF ALABAMA

MONTGOMERY COUNTY

TO THE HONORABLE REESE MCKINNEY, JUDGE OF PROBATE

MONTGOMERY COUNTY, ALABAMA

We, the undersigned officers of the Alabama Higher Education Loan Corporation (hereinafter “the Corporation”), a nonprofit corporation duly organized and validly existing under the Alabama Nonprofit Corporation Law, Code of Alabama 1975, Section 10A-3-1.01, et seq. (the “Law”), and its Articles of Incorporation (hereinafter ”the Articles of Incorporation”) heretofore filed and recorded in the Office of the Judge of Probate of Montgomery County, Alabama, on December 31, 1980, at Corporations Book 121, Pages 283 through 303; as amended by the First Articles of Amendment to the Articles of Incorporation filed and recorded in the Office of the Judge of Probate of Montgomery County, Alabama, on January 10, 1983, in Corporations Book 129, Pages 546 through 565; as further amended by the Second Articles of Amendment to the Articles of Incorporation filed and recorded in the Office of the Judge of Probate of Montgomery County, Alabama, on March 29, 1983, in Corporations Book 130, Pages 383 through 386; as further amended by the Third Articles of Amendment to the Articles of Incorporation filed and recorded in the Office of the Judge of Probate of Montgomery County, Alabama,   on February 23, 1987, in Corporations Book 148, Pages 728 through 734; as further amended by the Fourth Articles of Amendment to the Articles of Incorporation filed and recorded in the Office of the Judge of Probate of Montgomery County, Alabama, in Corporations Book 172 at Pages 907 through 917; and hereby make and file these Fifth Articles of Amendment to the Articles of Incorporation pursuant to the provision of the Law, and certify as follows:

ARTICLE I

The name of the corporation is the Alabama Higher Education Loan Corporation.

ARTICLE II

These Fifth Articles of Amendment to the Articles of Incorporation were adopted by the Board of Directors at its duly noticed, regularly scheduled quarterly meeting held on August 11, 2011, at the State Capitol in Montgomery, Alabama.  A quorum was present at the said Meeting and the Fifth Articles of Amendment were adopted by vote of a majority of the directors in the office.  The Corporation has no members.

ARTICLE III

The definitions for the following the terms contained in Article III of the Articles of Incorporation, as previously amended, are hereby deleted:  Eligible Borrower, Eligible Institution, Eligible Investment, Eligible Lender, Eligible Student, Federal Student Loan Law, and Student Loan.

ARTICLE IV

Article IV of the Articles of Incorporation is hereby amended by deleting the existing provisions, as amended, in their entirety and substituting therefor the following:

“(a)  The Corporation may engage in the transaction of any lawful business for which nonprofit corporations may be incorporated in Alabama under the Alabama Nonprofit Business Corporation Law.

“(b)  The Corporation’s activities may include, but are not limited to:

(i) funding higher education student aid by means of grants, scholarships, loans or similar means;

(ii) developing and offering products and services that assist students at all educational levels (1) make appropriate choices about attending and financing college, and (2) manage their finances and debt so that they may remain in school and graduate;

(iii) financially supporting other nonprofit or governmental organizations that assist students at all educational levels make appropriate choices about attending and financing college; and,

(iv) funding governmental programs that provide higher education opportunities and the enhancement of such programs.

“(c)  The Corporation is organized exclusively for charitable and educational purposes, including for such purposes the making of grants to governmental organizations and to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code.

“(d) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.  No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.  Notwithstanding any other provision of these Articles of Incorporation, as amended, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.”

ARTICLE V

Article V of the Articles of Incorporation, as amended, is amended by deleting said article in its entirety.

ARTICLE VI

Article VI of the Articles of Incorporation is hereby amended by deleting the existing provisions, as amended, in their entirety, and substituting therefor the following:

“All of the income of the Corporation shall be devoted to the lawful purposes of the Corporation and shall not be used to carry on activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.”

ARTICLE VII

Article X of the Articles of Incorporation is hereby amended by deleting the existing provisions, as amended, in their entirety, and substituting therefore the following:

“Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state of local government, for a public purpose.  Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in Montgomery County, Alabama, exclusively for such purposes or to such organizations, as said court shall determine, which are organized and operated exclusively for such purposes.”

ARTICLE VIII

 Pursuant to the provisions of Article XV of the Articles of Incorporation, the Governor of the State of Alabama has approved these Fifth Articles of Amendment to the Articles of Incorporation, as previously amended, by the execution of his Executive Order No. _________, dated __________, 2011, a copy of which, certified as a true and correct copy by the Secretary of State of the State of Alabama, is attached hereto as Exhibit A.

ARTICLE IX

The Articles of Incorporation, as previously amended, including this amendment to the said Articles, are hereby ratified and confirmed in all respects.

IN WITNESS WHEREOF, the undersigned President and Secretary of the Corporation have duly executed these Fifth Articles of Amendment to the Articles of Incorporation of the Alabama Higher Education Loan Corporation as of this 23rd day of  August, 2011.

David Perry

President of the Board of Directors

Alabama Higher Education Loan Corporation

Attested

Young J. Boozer

Secretary of the Board of Directors

Alabama Higher Education Loan Corporation

 

VERIFICATION

 I, the undersigned authority, hereby certify that DAVID PERRY, whose name as President of the Board of Directors of the Alabama Higher Loan Corporation is signed to the foregoing Fifth Articles of Amendment to the Articles of Incorporation of the Alabama Higher Education Loan Corporation, personally appeared before me and, upon being informed of the contents of said Fifth Articles of Amendment, he, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation on the day the same bears date.

Given under my hand and seal this the  23rd day of  August, 2011.

Notary Public

My Commission Expires: June 28, 2014