(Page 1 of 7)

Initial File fl: 942995

GOVERNMENT OF THE DISTRICT OF COLUMBIA DEPARTMENT OF CONSUMER AND REGULATORY AFFAIRS

CORPORA TIO NS DIVISION

CERTIFICATE

THIS IS TO CERTIFY that all applicable provisions of the District of Columbia Business Organizations Code have been complied with and accordingly, this CERTIFICATE OF AMENDMENT is hereby issued to:

WASHINGTON TRUST FOUNDATION, INC.

Effective Date: 3/8/2013

IN WITNESS WHEREOF I have hereunto set my hand and caused the seal of this office to be affixed as of 3/9/2013 11 :40 PM

Vincent C. Gray Mayor

Tracking# : o5cNRUuU

Business and Professional Licensing Administration

PATRICIA E. GRAYS Superintendent of Corporations Corporations Division

(Page 2 of 7)

COUNCIL ON AMERICAN lSLAMCC RELATIONS 453 NEW JERSEY AVE SE WASHNGTON. DC 20003

S':oWi W Department of Consumer & Regulatory Affal

VIRQDCIA COllllEl!Q: BNClli AE6T"OH, VA 20100 ..,.~

1066

_,2=/2._..lfl~O~l~J ___ ~

~

I $ "eo.oo i 6ghty and OOIJ.9D!::J ... __ .,,,.,. I .. • w • ... HU ..... ....... ............. OOl1ARS ai

~rtment of Consumer & Regulatory Affal ...-/ J Business Regulation AdminlstCorp. f

AMT: $80.00

DA TE: 02-26-2013

' BQX: 92300

BATCH: 4306

ITEM: 11

·-·- --~rpo~~~:~tractPrintO~· -·---'-- --·-·--· .... - . --.... --- ·~ ..... _.tl== .. -·--· _ .. _ i MEMO Amend.& Restate/Chg.name to Washington Trust Fo _ ~~~ __ Q ___ ... _ .... J.iJ ____________ _

(Page 3 of 7)

DEPARTMENT OF CONSUMER & REGULATORY AFFAIRS District of Columbia Government

Corporations Division

The text of each amendment adopted. (may attach the statement)

:Sc(. crf-tq c.1-leu!. DCRA Corp. Div.

MAR - 8 2013

FILECOPY & . If the amendment provides for an exchange, reclassification, or cancellation of memberships, provisions for implementing the amendment. may attach the statement)

;t;/A-The date of each amendment's adoption

1 I, d-ol 3 adopted in the following manner. (select A or B)

e amendment was adopted by the incorporators or by the board of directors or designated body, as the case may be, and that member approval was not required; ..

(B) the amendment was duly approved by the members in the manner requi red by this chapter and by the articles of incor oration and b laws.

Please check dcra.dc.gov to view organizations required to regis!er, to search business names, to gel step-by-step guidelines to register an organization, to search registered organizations, and to download fornis and documents. Just click on 'Corporate Registrations."

(Page 4 of 7)

AMENDED AND REST A TED ARTICLES OF JN CORPORA TJON

OF COUNCIL ON AMERICAN-ISLAMIC RELATIONS ACTION NETWORK, INC.

A District of Columbia nonprofit corporation

Changing its Name to

Washington Trust Foundation, Inc .

. The Council on American-Islamic Relations filed its original Artic les of Incorporation with the District of Columbia on September 15, 1994. It changed its name to Council on American-Islamic Re lat ions Action Network, Inc. on June 15, 2007. These amended and restated Articles of Incorporation have been duly approved by the directors of the Council on American-Islamic Relations Action Network, Inc. in accordance with the District of Columbia Nonprofit Corporation Act of 20 I 0.

FIRST: The name of the nonprofit corporation (which shall be referred to herein as the "Corporation") is Washington i:-rust Foundation, Inc.

SECOND: The period of duration of the Corporation is perpetual.

THIRD: The purposes for which the Corporation is organized are : to charitably support the exempt organization purposes of CAIR-Foundation, Inc. a nonprofit organization organized under the laws of the District of Columbia, and any of its affiliates in its respective activities; specifically, to combat prejudice and discrimination aga inst Muslims in the United States; to preserve, protect, and promote civil rights of Muslims in the United States; and to educate the American public about the Islamic fa ith and its history and the problems of discri mination against Muslim citizens in the Un ited States, and for related purposes, provided that such purposes and activi ties of the Corporation are only as permitted an organization described in Sections 501 (c)(3) and 509(a)(3) of the Internal Revenue Code of 1986, as amended (the "Code").

In furtherance and pursuance of the foregoi ng purposes, subject to the limitations set forth herein, the Corporation shall have and may exercise all of the powers conferred by the laws of the District of Col"urnbia, including all powers necessary and convenient to effect any or all of the aforesaid purposes, and shall have and may exercise additional powers which may be conferred by law.

that: FOURTH: The forego ing purposes and powers are each and a ll subject to the limitation

(a) This Corporation is not organized for profit.

(b) No pa11 of the net earnings of the Corpora ti on shall inure to the benefit of any director, trustee, creator or organizer of the Corporation, or substantial contributor to it, or any private individual, except that

(Page 5 of 7)

reasonable compensation for actual services rendered to or fo r the Corporation and reimbursement of reasonable expenditures in furtherance of one or more of its exempt purposes may be provided.

( c) The private property of the directors, officers and members of the Corporation sha ll not be subject to payment of the corporate debts to any extent whatever(d) The Corporation sha ll have authority to accept as contributions personal property and real prope1iy , and to sell, mortgage, encumber, hypothecate, lease, receive, adm inister, ma intain, use and employ, in whole or in part, its income, funds, securities and propeity, real and personal, as an association organized and operated exclusive ly for educational , charirable, and other nonprofit purposes beneficial to the public, as such terms and purposes are used and defined in or in connectio1i with Section 50 l (c)(3) of the Code and the regulations thereunder, and to pursue such objects and purposes di rectly, or by contribution to organizations that qualify as exempt organizations described in Section 50 I (c)(J) of the Code or organ izations which are treated for U.S. tax purposes as so qua lifying, or by program-related investments as defined in Section 4944(c) of the Code.

(e) Notwithstanding any other provision of these Articles, the Corporation shall not (i) conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 50 I ( c )(3) of the Code and the regulations thereunder, or (ii) engage in activiti es which are prohibited by an organization contributions to which are deductible under Section 170(b)( l )(A) of the Code and regulations thereunder.

FIFTH: The Corporation shall not have the authority to issue capital stock. The Corporation shall be a membership corporation with only one class of membership. The sole m~mber of the Corporation shall be CA IR~Foundation , Inc. CAIR-Foundation, Inc. as sole m~mber shall have the right to vote, and its powers and rights as the sole member of the Corporation shall be set forth in the bylaws of the Corporation.

SIXTH: The directors of the Corporation shall be elected in such manner, for such terms, and on such conditions as shall be prescribed in the bylaws o.f the Corporation, provided that CAJR-Foundation, Inc. retains the exclusive right to elect all of the directors of the Corporation.

SEVENTH: Provisions for the regulation of internal affairs of the Corporation shal l be set forth in the bylaws of the Corporation, to the extent that they are not set forth herein as follows:

(a) No directorship or officership in th is Corporation shall be assignable inter vivos or pass to any personal representative, heir, or devisee of any director or officer.

2

(Page 6 of 7)

(b) This Corporation sha ll not have or exercise any power or authority either expressly, by interpretation, or by operation of law, nor shall it directly or indirectly engage in any activity that will prevent this Corporation from qualifying (and continuing to qualify) as a corporation described in Section 50 I (c)(3) of the Code and the regulations thereunder.

(c) No substantial part of the activities of this Corporation shal l consist of carrying on propaganda or otherwise attempting to influence legislation; this Corporation shal I not participate in, or intervene in (including publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office; nor shall it in any manner engage in activities that are unlawful under the laws of the United States of America, the District of Columbia, or any other jurisdiction where such activities are carried on.

(d) This Corporation sha ll never be operated for the primary purpose of carry ing on a trade or business fo r profi t. Neither the whole nor any part or portion of the assets or net earnings of this Corporation shall be used, nor shal l this Corporation ever be organized or operated for purposes that are not exclusively educational , charitable, or otherwise permitted by Sections 50l(c)(3) and 509(a)(3) ot· the Code and the regulations thereunder.

(e) No compensation or payment shall ever be paid or made to any director, officer, trustee, creator, or organizer of this Corporatio n or substantial contributor to it, except as a reasonable allowance for actual expenditures or service actually made or rendered to or for this Corporation; provided, ne ither the whole nor any part or portion of the assets or net earnings, currcm or accumulated, of this Corporation shall ever be d istributed to or divided among any of such persons; prov ided further, that neither the whole nor any part or portion of such assets or net comings shall be used for, accrue to, or inure to the benefit of any private individual or entity within the meaning of Section SOl(c)(3) of the Code and the regulations thereunder.

(f) The Corporation may be liquidated or dissolved, and any such liquidation or dissolution may be carried out in the manner prescribed by the bylaws of the Corporation, but any assets of the Corporation available for distribution after payment of its lawful debts and satisfaction of applicable legal obl igations shall be transferred or assigned only to a corporation or other legal entity which is dedicated to charitable or educational purposes identical or similar to the purposes set forth in Article Ill above and which wou ld then quali fy under the provision of Section 50l(c)(3) of the Code and the regulations thereunder.

EIGHTH: The number of directors constituting the Board of Directors of the Corporation shall be fixed by the bylaws of the Corporation.

3

(Page 7 of 7)

NINTH: To the fullest extent permitted by the District of Columbia Nonprofit Corporation Act of 2010, as now in effect or as may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation for monetary damages for any breach of fiduciat·y duty as a director; provided, however, such relief from liability shall not apply in any instance where such relief is inconsistent with any provision of the Code applicable to corporations described in Section 50 J (c)(3) of the Code.

TENTH: The address of the Corporation's office in the District of Columbia is 453 New Jersey Avenue, South East, Washington, District of Columbia, 20003.

ELli:VENTH: These Amended and Restated Articles of Incorporation shall be effective upon filing with the District of Columbia.

JN WITNESS WHEREOF, the undersigned has signed this Amended and RestMed Certilicate of Jncorporation on the date indicated below.

-/3

Dr. Ihsan Bagby, Secretary Date

4