20080229 Ver 2_Mitigation Bank Information_20140602

Audubon
Environmental
Land T
About Audubon Environmental Land Trust
Audubon Environmental Land Trust, Inc. (AE Land Trust) is a non - profit corporation dedicated to
the conservation and protection of land and natural resources in their native environment. AE
Land Trust received IRS Tax Exempt qualification as a 501 -C3 tax exempt organization, with an
effective date of exemption of June 29, 2007.
AE Land Trust was formed in summer 2007 by a group of like- minded professionals with a
passion for preserving and conserving land in its natural state. As new land..uses continue to
take more land from natural areas, opportunities arise to protect ecologically significant land
parcels by creating easements or preserves within these developments. AE Land Trust is
working with land owners and developers to further their own desire to preserve and conserve
land by creating opportunities to preserve connected natural lands. While larger land
conservation groups have been more interested in larger parcels of land, AE Land Trust sees
opportunities in connecting smaller, irregular parcels to provide valuable conservation and
preservation communities.
AE Land Trust exercises its ability to protect and preserve the heritage of the land we live in and
around through several means, including conservation easements, accepting fee simple gifts of
land, promotion of citizen participation in natural resource conservation, and facilitation of other
public and private efforts in those same interests. AE Land Trust protects and conserves land by
working with landowners who wish to donate or sell conservation easements (permanent deed
restrictions that prevent harmful or undesired land uses), or by acquiring land outright to
maintain working farms, forests, wilderness, or other natural areas. AE Land Trust anticipates
pursuing conservation opportunities throughout the United States.
As of July 2009, AE Land Trust owns four `fee simple' properties in North Carolina and holds the
easement on one property in Georgia, for a total of five properties and —260 acres. The
properties are connected to community developments, allowing numerous opportunities for
community involvement and participation in the preservation and restoration of these
conservation initiatives.
For more information about Audubon Environmental Land Trust, visit www.aelandtrust.org.
Rich Henderson
President
AE Land Trust
1000 St. Albans Dr., Suite 350
Raleigh, NC 27609
919 - 380 -9640 x111
rich(a)-aelandtrust.org

ARTICLES OF INCORPORATION
Ilya
SOSID: 925534
Date Filed: 6/29/2007 4 :00 :00 PM
Elaine F. Marshall
North Carolina Secretary of State
C200717700380
AUDUBON ENVIRONMENTAL LAND TRUST, INC.
The undersigned, being a person over eighteen (18) years of age, does hereb;. make and
acknowledge these Articles of Incorporation for the purpose of forming a nonprofit corpoi'.::Ltion under
the Nonprofit Corporation Act, Chapter 55A of the General Statutes of North Carolina:
TRUST, INC.
Article I- Name
The name of this Corporation shall be AUDUBON ENVIRONMENTAL LA ",qD
Article II- Duration
The duration of the Corporation shall be perpetual.
Article III - Nonprofit Purposes
The Corporation is organized exclusively for the following charitable, �(Iucational,
literary and scientific purposes:
A) To engage in, and promote, for the benefit of the general public, the reset rch, study,
management, protection, and conservation of natural resources.
B) To promote citizen and landowner participation in conserving natural res ►urces and
to educate the public regarding their significance and their means of prote.::tion.
C) To receive land as a conservation easement holder, fee simple holder or any other
title holder position, and to acquire or receive from any persons, firms, avociations,
corporations, trusts, foundations or other public or private entities by, (leed, gift,
purchase, bequests, devise, or otherwise, cash, securities, and other property, real
and personal, and to hold, administer, manage, invest, reinvest, dei elop, and
disperse the principal and income thereof solely for the purposes stat$:i in these
Articles of Incorporation.
D) To manage or contract for the management of property received by the C 1rporation
in accordance with the purposes stated in these Articles of Incorporation, and to
acquire, hold or maintain land or interests in such land.
E) To retain and /or protect the natural, scenic, or open -space values of real property;
assuring the availability of real property for agricultural, forest, recref tional, or
open -space use; protecting natural resources; maintaining or enhancing ai or water
quality; or preserving the historical, architectural, archaelological, o:, cultural
aspects of real property.

F) To facilitate other private and public efforts and programs to prtltect natural
resources.
G) To own, acquire, lease, and/or otherwise use office or other real proper Y space and
to lease, license,' and otherwise make available property of the Corporation to
individuals and organizations for the purposes set forth in these Articles of
Incorporation.
H) To employ the chief executive officer of the Corporation and such other employees
and professionals' as may be necessary to fulfill the purposes set forth in these
Articles of Incorporation.
1} To engage in whatever is deemed necessary, useful, advisable, or conducive,
directly or indirectly, to effectuate the purpose herein expressed, includir any other
lawful activities for which the Corporation may be organized for under Chapter 55A
of the General Staktutes of North Carolina and Sections 501(c)(3) and 170(c)(2) of
the of the Internal Revenue Code of 1986, as amended (the "Co(le") or the
corresponding provisions of any future United States Internal Revenue laws. The
Corporation shall have the power to engage in any lawful activity for which
corporations may be organized under Chapter 55A of the General Statutf:s of North
Carolina so long as such activities allow the Corporation to accomplish A).e purposes
set forth in these Articles of Incorporation, including any amendments thereto, and
as long as such activities are consistent with and in furtherance of one Or more tax
exempt purposes as contemplated by Section 503(c)(3) of the Code of 191-416.
Article IV- Members
The Corporation shall have no members.
Article V- Board of Directors
The powers of the Corporation shall be exercised by the Board of Dix::ctors, the
number, qualifications, and method to be elected shall be set forth in the Corporation's b;. -laws.
Article VI- Distribution Upon Dissolution
Upon dissolution of the Corporation, the Board of Directors shall, after baying or
making provisions for payment of any liabilities of the Corporation, dispose of all as,;;ets of the
Corporation exclusively for the purposes of the Corporation in such manner, or to an on- ranization
or organizations organized and operated exclusively for charitable, educational, religiouci -, literary,
or scientific purposes under Section 501(c)(3) of the Code as the Board of Direi-tors shall
determine.
Article VII- Forbidden Activities
No part of the earnings of the Corporation shall inure to the benefit of any (irector or
officer of the Corporation, or any other private person, except that the Corporation: shall be
authorized and empowered to pay reasonable compensation for services rendered, includ: iig to any
2

director or officer of the Corporation, and to make payments and distributions in furthorance of the
purposes set forth in Articles III including to corporations owned by any dircc for of the
Corporation consistent with a conflict of interest policy set forth in the Corporation's Ity -laws. No
director or officer of the Corporation, or any private person shall be entitled to hare in the
distributions of any of the corporate assets on dissolution of the Corporation. The orporation
shall not participate in, or intervene in, any political campaign on behalf of any c :Mdidate for
political office, or otherwise attempt to influence legislation. The Corporation shall ;riot conduct
any activities which are not peninitted to be conducted by an organization exempt u11-der Section
501(c)(3) of the Code, or by an ;organization contributions to which are deductible udder Section
170(c)(2) of the Code.
It is intended that the Corporation shall have the status of an organization' ,a) which is
exempt from federal income tax- under Section 501(c)(3) of the Code, and which is Other than a
private foundation within the meaning of Section 509(a) of the Code, (b) to which contt i.butions are
deductible for federal income tax purposes under Section 170(c)(2) of the Code, (( ) to which
bequests are deductible for federal gift tax purposes under Section 2055(a)(2) of the Cu de, and (d)
to which gifts are deductible for; federal gift tax purposes under Section 2522(a)(2) 0I:' the Code.
These Articles of Incorporation shall be construed, and all authority and activi ues of the
Corporation shall be limited accoidingly.
Article VIII- Amendments
These Articles of Incorporation may be amended by majority action of th(: Board of
Directors and may not be amended to prevent the Corporation from qualifying or t, taining its
qualification as an organization exempt from taxation under Section 501(c)(3) of the Code.
Article IX- Initial Registered Agent and Office
The name of the initial registered agent for the Corporation is Richard W. a Cenderson.
The street and mailing address of the initial registered office is 106 Bruce Drive, Cary, No�I:h Carolina
27511. This address is located in Ware County.
Article X- Principal Office
The street and mailing address of the principal office is 106 Bruce Drive, Car`), North
Carolina 27511. This address is located in Wake County.
Articlg XI; Initial Board of Directors
The number of directors constituting the initial Board of Directors shall be fbi-.r, (4), and
the names and addresses of the directors who are to act as directors until their successors aie selected
are:
Name Address
Richard W. Henderson : 1108 Tanglewood Drive
Cary, North Carolina 27511.
3

Russ Bodie 507 Crooked Oak Drives
Pawleys Island, SC 29585
Eric Dodson 286 Waldenmaier Road
Feura Bush, NY 12067
Natalie Archambault 5818 Whitebud Drive
Raleigh, NC, 27609.
ARTICLE XII
No Director of the Corporation shall have personal liability arising out of an action whether
by or in the right of the Corporation or otherwise for monetary damages for breach of anj duty as a
Director; provided, however, that the foregoing shall not limit or eliminate the personal liability of a
Director with respect to (i) acts or omissions that the Director at the time of such breac -i knew or
believed were clearly in conflict with the best interests of the Corporation, (ii) any liability under
Section 55A -8 -33 of the North Carolina General Statutes or any successor provision, (iii) any
transaction from which the Director derived an improper personal benefit, or (iv) acts or ;emissions
occurring prior to the date of the effectiveness of these Articles of Incorporation. As u; od in this
Article, the term "improper personal benefit" does not include a Director's reasonable cori pensation
or other reasonable incidental benefit for or on account of his service as a Director., officer,
employee, independent contractor, attorney, or consultant of the Corporation.
Furthermore, notwithstanding the foregoing provision, in the event that Section 55A -2-
02(b)(4) or any other provision of `the North Carolina General Statutes is amended or c-nacted to
permit further limitation or elimination of the personal liability of the Corporation's Dire( tors, such
liability shall be limited or eliminated to the fullest extent permitted by the applicable law;
This Article shall not affect -a charter or bylaw provision or contract or resolution of the
Corporation indemnifying or agreeing to indemnify a Director against personal liability. Any repeal
or modification of this Article shall not adversely affect any limitation hereunder on the personal
liability of the Director with respect to acts or omissions occurring prior to such repeal or
modification.
ARTICLE XIII
To the full extent then permitted by the North Carolina Nonprofit Corporation Act 11S it may
be amended from time to time, an action required or permitted to be taken at a meetin: may be
taken without a meeting, and without prior notice, by shareholders having not less than th$ minimum
number of votes that would be necessary to take the action at a meeting at which all shareholders. ,-ntitled to
vote were present and voted.
Article XIV - Incorporator
The name of the incorporator is Ralph J. DiLeone. The street and mailing address of the
incorporator is 3200 Wake Forest Road, Suite 200, Raleigh, NC 27609.
4

of
dD
IN WITNESS WHEREOF, I have hereunto set my hand this P day
�►
'11, --
orporator

°MPAR,,aF NORTH CAROLINA
Y Department of The Secretary of State
CERTIFICATE OF EXISTENCE
I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do
hereby certify that
AUDUBON ENVIRONMENTAL LAND TRUST, INC.
is a corporation duly incorporated under the laws of the State of North Carolina,
having been incorporated on the 26th day of June, 2007 , with its period of duration
being Perpetual.
I FURTHER certify that the said corporation's articles of incorporation are not
suspended for failure to comply with the Revenue Act of the State of North Carolina; that
the said corporation is not administratively dissolved for failure to comply with the
provisions of the North Carolina Nonprofit Corporation Act; and that the said corporation
has not filed articles of dissolution as of the date of this certificate.
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed my official seal at the City
of Raleigh, this 14th day of October, 2008.
Certification# 88645929 -1 Reference# 9459231- Page: 1 of 1 Secretary Of State
Verify this certificate online at www.secretary.state.nc.us /verification

State of North Carolina
Department of the Secretary of State
SOSID: 0925534
Date Filed: 12/23/2013 2:04:00 PM
Elaine F. Marshall
North Carolina Secretary of State
C2013 353 00349
NONPROFIT CORPORATION'S STATEMENT OF CHANGE OF PRINCIPAL OFFICE
Pursuant to WA- 16-23(b) of the General Statutes of North Carolina, the undersigned nonprofit corporation does hereby submit the
following for the purpose of changing its principal office address currently on file with the Secretary of State.
INFORMATION CURRENTLY ON FILE
The name of the corporation is: rand Trust for America, Inc.
The street address and county of the principal office of the corporation currently on file is:
Number and Street: 1272 Horsham Way
City, State, Zip Code: Apex, NC 27502 County: Wake
The mailing address if different from the street address of the principal office currently on file is:
same
NEW INFORMATION
1, The street address and county of the new principal office of the corporation is:
Number and Street: 2413 Bristers Spring Way
City, State, Zip Code: Apex, NC 27523 County: Wake
2. The mailing address if different from the street address of the new principal office is:
same as new principal office address
3. This statement will be effective upon filing, unless a later date and/or time is specified:
This is the 16th day of December 12013
Land Trust r Am nc Inc.
Nat of Corporation
Signature
Richard W. Henderson, President
Type or Print Name and Title
NOTES:
1. Filing fee is $5. This statement and one exact or conformed copy of it must be filed with the Secretary of State.
Revised January 2000 Form N -12
CORPORATIONS DIVISION P. O. BOX 29622 RALEIGH, NC 27626-
0622

RPR-15-2:'AnS 11: 53 1 RS
INTERNAZz REVENUE SERVICE
P. 0- BOX 2508
CINCIINMILTI, 0% 45201
Date,A,Oril "1441 2008
AUDUBON 7NVIRONMENTAL WUND 1"RUST
T 114 I
106 BRUCE DR
CARY, NC 275!1-6304
Dear Applicant:
626 312 2927 P.02
DEPARTMENT OF THE TREASURY
Employer Idertificatlon Number:
Contact Person:
TYROMR THOMAZ ID4 9SO46
Contact Telephone Number;
626-312-3610 x-5037
Accounting Period Endirlr":
Z)ecember 31
Public Charity status;
Z.70 (h) (1) (A) (vi)
Form 990 Requiredy
Yes
EfLectiVe Date of Exemption.
June 29, 2007
CQX=ribi-1tion Deductibility.
Yes
Rdvance Ruling Ending Date!
December 31, 2c),,2
Addend,um Applies-.
NO
We are pleased to inform you that upon rev'-Iew 0:5 Your application for tax
axew-Pt Status 'we have determined that you are exampt frOM Federal income tax
under section 5o1(c){3) of the 711ternal Revenue Code. Contributions to you are
deductible under section 170 of the Code. You are also qualified to receiv(��
tax deductible bequests, devises, transfers or gifts under section 2055, 2-Ioc
or 2522 of the Code. Because this letter could help resolve any questions
regarding your exempt status, ou; should keep it -
y in Your permanent records-
Organizations exempt uylder section Sol (c)(3) of the Code are -Further classified
as either public charities or Private folmdations. During your advance ruling
rjer'od, you will be treated as a public Charity. Your advance ruling period
begins with the effective date of your e,xOmption and ends with advance -riiling
ending date shown in the heading of the letter.
Shortly before the end of your advance ruling period, we will send you Form.
87a4, SUPPOrt 8ch, dule 'or Advance Rialing Period. You will have 90 days after
the end of Y ou27 advance ruling period to return the cot-Mleted form,
thOn notjfV yoU, 4_Tj We W-i I I
- writing, a-bout your public charity status.
Please sea enclosed Publication 4227-PC, COMPlianCe Guide for 5ol(c)(3, p 14C
Charities, Ub
for some 21e,pfuj information about your responsibilities as an
eXemPt Orq-anization,
Letter 1045 (DO/CC,)

AFR-15-2008 11:53 IRS 626 3122 2927 P. 0-7
-2-
AUDUBON ENVIROTOENTAL LAND MUST
Enclosures: Publication 4221-?C
Statute Extension
Sincerely,
41
Robert Choi
Diector, Exempt organizations
Rulings and Agreements-
Letter. 1045 (DO/CG

NORTH CAROLINA
Department of The Secretary of State
To all whom these presents shall come, Greetings:
I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do
hereby certify the following and hereto attached to be a true copy of
ARTICLES OF AMENDMENT
OF
AUDUBON ENVIRONMENTAL LAND TRUST, INC.
WHICH CHANGED ITS NAME TO
LNAD TRUST FOR AMERICA, INC.
the original of which was filed in this office on the 15th day of July, 2011.
Document Id: 0201119500253
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal at the
City of Raleigh, this 15th day of July, 2011
'4- Ilkw4z4ee
Secretary of State

C201119500253
State of North Carolina
Department of the Secretary of State
ARTICLES OF AMENDMENT
NONPROFIT CORPORATION
SOSID: 0925534
Date Filed: 7/15/20114:14:00 PM
Elaine F. Marshall
North Carolina Secretary of State
C201119500253
Pursuant to §55A• 10 -05 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles
of Amendment for the purpose of amending its Articles of incorporation.
1. The name of the corporation is: Audubon Environmental Land Trust, Inc.
2. The text of each amendment adopted is as follows (state below or attach):
Name Change from Audubon Environmental Land Trust, Inc. to Land Trust for America, Inc. .
3. The date of adoption of each amendffient was as follows:
Name change resolution approved May 26, 2011.
4. (Check a, b, and/or c, as applicable)
a. ✓ The amendment(s) was (were) approved by a sufficient vote of the board of directors or incorporators, and member
approval was not required because (set forth a brief explanation of why member approval was not
required) there are currently no members.
b. The amendments) was (were) approved by the members as required by Chapter 55A.
C. Approval of the amendment(s) by some person or persons other than the members, the board, or the incorporators was
required pursuant to N.C.G.S. §55A- 10 -30, and such approval was obtained.
Revised January 2000 Form N -02
CORPORATIONS DIVISION P. O. BOX 29622 RALEIGH, NC 27626 -0622

C201119500253
v
5. These articles will be effective upon filing, unless a date and /or time is specified:
This the 26 d a y of May , 201
Audubon Environmental Land Trust, Inc.
Na o Corporation
Signature
Richard W. Henderson / President
Type or Print Name and Title
Notes:
1. Filing fee is $25. This document and one exact or conformed copy of these articles must be filed with the Secretary of State.
Revised January 2000 Form N -02
CORPORATIONS DIVISION P. O. BOX 29622 RALEIGH, NC 27626 -0622

C201119500253
RESOLUTION To CHANGE THE NAME OF AUDUBON ENVIRONMENTAL LAND
TRUST, INC. TO LAND TRUST FOR AMERICA, INC.
WHEREAS, the corporation's Board of Directors has researched and determined that a name change
would be beneficial to the purpose and mission of the corporation.
NOW, THEREFORE, BE IT RESOLVED, that this corporation's Board of Directors hereby ratifies
and approves the change in its corporate name to "Land Trust for America, Inc."
FURTHER RESOLVED, that the Board of Directors hereby approves the use of the trade names
"LTFA" and "Land Trust America."
FURTHER RESOLVED, that the Board of Directors hereby authorizes and directs that the proper
officers of this corporation file Articles of Amendment with the Secretary of State of North Carolina
changing its name to "Land Trust for America, Inc." and Bing its corporate name and any trade
names and trademark applications in those jurisdictions where the corporation intends to utilize such
names, within or without the state of North Carolina.
W•
Richard W. Henderson
President, Board of Directors
Audubon Environ- nental Land Trust, Inc.
May 26, 2011 Board Resolution