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Home My WebLink About20080229 Ver 1_Conservation Easements_20140604Environmental Banc & Exchange Capital • Experience • Expertise April 7, 2014 Mr. Rich Henderson Land Trust for America, Inc. 2413 Bristers Spring Way Apex, NC 27523 Subject: Conservation Easement Transfer Forrest Creek and UT2 Bank Sites Dear Mr. Henderson 9Q, ROW51 JUN 0 9 2014 The Land Trust for America, Inc. has agreed to accept the transfer of the subject Conservation Easement in accordance with the provisions of the attached Assignment and Assumption of Conservation Easement Agreement, and to accept payment of $109,000 by Environmental Banc & Exchange, LLC as an endowment to reimburse the Land Trust for America, Inc. for the cost of assuming the responsibilities of the Holder and to accept the fencing responsibilities outlined in the Conservation Easement. By signing this letter is the space below, the Land Trust for America agrees that this endowment amount has been paid and that the endowment amount is the full, complete and sufficient consideration for the Conservation Easement Transfer transaction. Sincerely. Tommy Cousins, Project Manager Environmental Banc & Exchange, LLC Agreement the p visions specified above: Land Trust for Ameri11c��a, Inc. res, de'A- " 10055 Red Run Boulevard Suite 130 Owings Mills, MD 21117 p 410.356.5159 p 888.781.7075 f 410.356.5822 909 Capability Drive Suite 3100 Raleigh, NC 27606 p 919:829.9909 f 919.829.9913 604 Greene Street Suite 100 Camden, SC 29020 p 803.432.4890 f 410.356.5822 137 1/2 East Main Street Suite 210 Oak Hili, WV 25901 p 304.465.4300 f 304.465,4302 1514 South Church Street Suite 103 Charlotte, NC 28203 p 919.829.9909 f 919.829.9913 www.ebxusa.com �bll-0g0qD I ,�(dbF- 0aa-9 Merritt, Katie FILE COPY From: Alsmeyer, Eric C SAW [Eric. C.Alsmeyer@usace.army. mi1] Sent: Monday, June 09, 2014 10:06 AM To: Merritt, Katie; Kulz, Eric Cc: Tugwell, Todd SAW Subject: FW: Land Trust for America; AID SAW -2005-21199 (UNCLASSIFIED) Attachments: About AE Land Trust.pdf; Certificate of Existence Good Standing.pdf; IRS 501c3 Ruling.pdf; Articles of Incorporation_Submitted.pdf; NameChange_NCSecState.pdf Classification: UNCLASSIFIED Caveats: NONE Katie: As we discussed, per the Forrest Creek MBI, pg. 6, "Prior to Bank closure a mutually acceptable, long-term land steward will be identified and the permanent conservation easement will be transferred to that steward." Based on the available information we have at this time, and and our experience with Land Trust for America's previous involvement as the steward for other mitigation banks, they would be an acceptable long-term steward for the Forrest Creek bank. Please reply or call if you have any questions or if I may serve you in any other way. The Wilmington District is committed to providing the highest level of support to the public. To help us ensure we continue to do so, please complete the Customer Satisfaction Survey located at http://regulatory.usacesurvey.com/. c:- Eric Eric Alsmeyer Project Manager Raleigh Regulatory Field Office US Army Corps of Engineers, Wilmington District 3331 Heritage Trade Drive, Suite 105, Wake Forest, NC 27587 Tel: (919) 554-4884, x23 Fax: (919) 562-0421 Regulatory Homepage: http://www.saw.usace.army.mil/Missions/RegulatoryPermitProgram.aspx (If you need information that is not yet available on our new website, please let me know) -----Original Message ----- From: Sugg, Mickey T SAW Sent: Monday, June 02, 2014 10:30 AM To: Alsmeyer, Eric C SAW Subject: Land Trust for America (UNCLASSIFIED) Classification: UNCLASSIFIED Caveats: NONE Sir Eric "The Reg", Attached is the background information on Land Trust for America (formerly known as Audubon Environmental Land Trust). The last pdf is the information on their name change, which occurred early 2011. Below is the founder & president's (Rich Henderson) contact info. Currently, they are the CE holders for 3 banks in WFO area (I want to think they are a holder 1 for a WasFO bank too). Been a while since I've made contact with him, but it wouldn't hurt to call him. Richard W. Henderson President Land Trust for America 1000 Saint Albans Dr., Ste. 350 Raleigh, NC 27609 rich@landtrustamerica.org 919-414-2611 direct 919-380-7415 fax www.aelandtrust.org Hope this helps, -mickey Mickey Sugg, Project Manager U.S. Army Corps of Engineers 69 Darlington Avenue Wilmington, NC 28403 (910) 251-4811 (direct line) (910) 251-4025 (fax) Classification: UNCLASSIFIED Caveats: NONE Classification: UNCLASSIFIED Caveats: NONE z Merritt, Katie From: Merritt, Katie Sent: Tuesday, May 13, 2014 11:08 AM To: 'Norton Webster'; Tommy Cousins Subject: RE: Forrest Creek Easement Transfer The more information I can get the better. If Todd approved them, then we are okay with them for this site. They don't even have a website? From: Norton Webster [mailto:norton@ebxusa.com] Sent: Tuesday, May 13, 2014 11:06 AM To: Tommy Cousins; Merritt, Katie Subject: RE: Forrest Creek Easement Transfer I would have to verify but do know that they hold several easements just like the N.C. Fish and Wildlife Habitat Foundation. We have been using the N.C. Fish and Wildlife Habitat Foundation for years with the Corps approval. Norton From: Tommy Cousins Sent: Tuesday, May 13, 2014 11:03 AM To: Merritt, Katie Cc: Norton Webster Subject: RE: Forrest Creek Easement Transfer Norton can probably provide more insight, but LTA was referred to us by Bill Biddlecome. It was my understanding that they have their accredidation in NC and now SC. Norton, can you add to this? From: Merritt, Katie[mailto:katie.merritt@ncdenr.gov] Sent: Tuesday, May 13, 2014 10:50 AM To: Tommy Cousins Cc: Norton Webster Subject: RE: Forrest Creek Easement Transfer Hey Tommy, Regarding the easement transfer, did the USACE approve this assignment to Land Trust for America, Inc? I ask this, because they aren't an "accredited land trust" nor do we have any idea who they are over here at DWR. Can you give me some insight as to how you chose them and whether the USACE was okay with them for your project? Thanks Katie From: Tommy Cousins [mailto:tommy@ebxusa.com] Sent: Monday, May 12, 2014 5:56 PM To: Merritt, Katie Subject: Forrest Creek Easement Transfer Katie, attached is the recorded easement transfer for Forrest Creek and UT2. I'll send a hard copy if you need it. Thanks! Tommy 1 Tornmy Cousins, PANS Environmental Banc &r Exchange, L.I_C 1724 Last.13lrtf, Suit 202 Charlotte, NIC: 28203 919.522.9253 (cell) www.ebxusa.com Tommy a,ebxusa.com Founded in 1997, EBB specializes in dcliverino turnkey solutions to our client's regulatory permit mitigation requirements through the restoration of rare, diminishing, and degraded ecosystems'. "Flee experience and expertise of EBX was built on the 90+ mitigation projects we have in our portfolio, of which o\,cr 4o are permitted as mitigation hanks. Through these. projects EBX has restored over .100 miles of stream and 10,000 acres of \vetlands; reduced over 240 tons of nutrients; rehabilitated and preserved over 3,700 acres of endangered species habitats. Offices in: Catnde.n, So ith. Carolina; Raleigh & C.harlorte, North Carolina; Oak Hill, West Virginia; and Bal.tiniore. ;Maryland D MAY 1 5 2014 �' 1. _' ice,, • ,:.� B� Prepared by and after recording Return to: Kilpatrick Townsend & Stockton LLP (JAB) 4208 Six Forks Road, Suite 1400 Raleigh, NC 27609 STATE OF NORTH CAROLINA COUNTY OF ORANGE u�NIVU�Nflgi�iiuniin 20140505000073560 ASGM Bk:RB5785 Pg:162 05/05/2014 02:09:17 PM 1/4 FILED Deborah B. Brooks Register of Deeds, Orange Co,NC Recording Fae: $26.00 NC Real Estate TX: $.00 77-50_0q(7 8 *77- loo - 1 -� 70 qg-�b- ILO -3(v35 � $ 77- Qb- 7 7a1 01X-77- cog - 0'335 j0,6 ASSIGNMENT AND ASSUMPTION OF CONSERVATION EASEMENT AND RELATED DOCUMENTS EBX-EM, LLC, a Delaware limited liability company (the "Assignor"), having as its address, 10055 Red Run Blvd, Suite #130 Owings Mill, MD 21117, hereby transfers, assigns, and conveys to LAND_ TRUST FOR AMERICA, INC., a North Carolina corporation (the "Assignee"), having an address of 2413 Bristers Spring Way, Apex, North Carolina 27523, without recourse or warranty, express or implied, all of Assignor's right, title, and interest in and to the easements (whether one or more, herein so called) identified in Exhibit A, attached hereto and made a part hereof, including any amendments, supplements and restatements thereof (collectively, the "Easement Documents"). Assignee hereby agrees to such assignment and assumes all of Assignor's right, title, and interest in and to the Easement Documents. Assignee acknowledges and agrees that the Easement Documents require Assignee to continue in perpetuity the conservation purposes described in the Easement Documents, including without limitation the obligation to maintain high tensile electric fencing around the Property (as that term is defined in the Easement Documents) as long as the Easement Documents remain in effect. [Remainder of Page Intentionally Left Blank] 1296956` 1 52314..97457 rPBS785 PR�1I,3 214uduuiou��iu IN WITNESS WHEREOF, this Assignment is executed by Assignor and Assignee effective as of the _S-I"Iday of N1 wy , 2014. EBX-EM, LLC, a Delaware limited liability company BY: Name:abs - Title: 'it�.,1 V,wls►-hr STATE OF N)V+0 COUNTY OF Wa,K I, the undersigned, a Notary Public of the County and State aforesaid, certify that the following person(s) personally appeared before me this day, and ❑ I have personal knowledge of the identity of the principal(s) [� I have seen satisfactory evidence of the principal's identity, by a current state or fe0eral. identification with the principal's photograph in the form of a _ tVVW Lo" ( Drinr'f U,Vink ❑ A credible witness has sworn to the identity of the principal(s); acknowledging to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: 06VN L) O S K,- [insert name of principal]. Date: 51 g// 4 Public (official seal) rl 66 ✓ , Notary (print name) My commission expires: s/ Zy//I NOTARY SEAL BELOW - NOTE THAT SEAL MUST BE FULLY b%,, LEGIBLE) u Nor,4,gy. coi►iM,�� 9 . r '0veu� I :+69565v.1 527141297457 VR136p796 164 3/4 LAND TRUS OR AMERICA, INC., a North Car inagoration BY: Name: 1�� c .� W . � A r 014 Title: -3?,r,.t"1AevA STATE OF �\\C, COUNTY OF (,a G �C..- I, the undersigned, a Notary Public of the County and State aforesaid, certify that the following person(s) personally appeared before me this day, and ❑ I have personal knowledge of the identity of the principal(s) I have seen satisfactory evidence of the principal's identity, by a current state or federal identification with the principal's photograph in the form of ❑ A credible witness has sworn to the identity of the principal(s); acknowledging to me that he or she voluntarily signed the foregoing document for the purpose stated therein and in the capacity indicated: + P rd Q ,Zr��Y [insert name of principal]. Date: 1-i "t % 2a 1'4 �-- ��1,111ttilllillllf11l1i//-�.... �. �I1ARyw,1, 4 f }.4 Vl✓L� r` I ,Notary 1 Gomm. Exp { _ (print name) n k 0 17-2017 e� ,�ocial aYk My commission expires:��. 1 �. 1� �L� NOTARY SEAL BELOW -NOTE THAT SEAL MUST BE FULLY h•I1uuu w LEGIBLE] 12 5956.` 1 52)14/29' 157 10111111191 U1111111 I IIIIIIIiIIIII III RB6785 165 4/4 Exhibit A 1. Permanent Conservation and Access Easement and Temporary Construction Easement dated December 28, 2007, by and between Milton A. Latta & Sons Dairy Farms, Inc., a North Carolina corporation, also known as Milton A. Latta and Sons Dairy, Inc., and Milton A. Latta & Sons Dairy Farm, Inc., and Mid - Atlantic Mitigation, LLC, a North Carolina limited liability company, recorded on December 28, 2007 at Book R134432, Page 152, as amended by that First Amendment to Permanent Conservation and Access Easement and Temporary Construction Easement dated March 7, 2008, and recorded on March 11, 2008, at Book RB4477, Page 403, as further amended by that Second Amendment to Permanent Conservation and Access Easement and Temporary Construction Easement dated August 25", 2010 and recorded on August 25`h, 2010, at Book R135001, Page 274, Orange County Registry. 2. Permanent Conservation and Access Easement and Temporary Construction Easement dated September 1, 2010, by and between Patricia Purcell Lockwood Bonham and husband Paul Windsor Bonham, and Earthmark North Carolina, LLC, a North Carolina limited liability company, formerly known as Mid -Atlantic Mitigation, LLC, a North Carolina limited liability company, recorded on September 1, 2010 at Book RB5007, Page 356, Orange County Registry. Amended and Restated Reciprocal Easement Agreement dated August 25, 2010 by and between Edmund W. Purcell and wife Anne McKee Purcell, Milton A. Latta & Sons Dairy Farms, Inc., also known as Milton A. Latta and Sons Dairy, Inc., and Milton A. Latta & Sons Dairy Farm, Inc., Earthmark North Carolina, LLC, Patricia Purcell Lockwood Bonham and husband Paul Windsor Bonham, recorded August 25, 2010 at Book R135001, Page 264, Orange County Registry. 12969565x,1 57314;397457 North Carolina Secretary of State q t ,Q Ister http://www.secretary.state.nc.us/corporations/corp.aspx?Piten id=8250932 North Carolina Elaine F Marshall D)EPARTMENTOF THE ty �F # .r Date: 6/2/2014 Click here to: View Document Filings PC, PLLC, LP and Non -Profit entities are not required to file annual reports. Corporation Names Name Name Type NC LAND TRUST FOR AMERICA, LEGAL I NC. NC AUDUBON ENVIRONMENTAL PREY LEGAL LAND TRUST, INC. Non -Profit Corporation Information SOSID: Status: Effective Date: Citizenship: State of Inc.: Duration: Registered Agent Agent Name: Office Address: Mailing Address: Principal Office Office Address: Mailing Address: fficers/Company Officials 0925534 Current -Active 6/26/2007 DOMESTIC NC PERPETUAL HENDERSON, RICHARD W 2413 BRISTERS SPRING WAY APEX NC 27523 2413 BRISTERS SPRING WAY APEX NC 27523 2413 BRISTERS SPRING WAY APEX NC 27523 2413 BRISTERS SPRING WAY APEX NC 27523 This website is provided to the public as a part of the Secretary of State Knowledge Base (SOSKB) system. Ver: 3227 1 of 1 6/2/2014 11:24 AM D JUN 7-141 About Audubon Environmental Land Trust laSl� CE, Audubon iEEM�00... 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 OF 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 corpol ation 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 LAND Article Il- Duration The duration of the Corporation shall be perpetual. Article III- Nonprofit Purposes The Corporation is organized exclusively for the following charitable, educational, 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 wrces and to educate the public regarding their significance and their means of prote-Aion. C) To receive land as a conservation easement holder, fee simple holder of 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 deed, 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 stat6d in these Articles of Incorporation. D) To manage or contract for the management of property received by the C >rporation 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 protect 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 professionalsas may be necessary to fulfill the purposes set fo 'i.h in these Articles of Incorporation. I) To engage in whatever is deemed necessary, useful, advisable, or conducive, directly or indirectly, to effectuate the purpose herein expressed, includir .g any other lawful activities for which the Corporation may be organized for under Chapter 55A of the General Statutes of North Carolina and Sections 501(c)(3) and 170(c)(2) of the of the Internal Revenue Code of 1986, as amended (the "Code") 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 Statut(:!s of North Carolina so long as such activities allow the Corporation to accomplish �).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 19,'s6. 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 Directors, 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 paying or making provisions for payment of any liabilities of the Corporation, dispose of all asi;ets of the Corporation exclusively for the purposes of the Corporation in such manner, or to an organization or organizations organized and operated exclusively for charitable, educational, religious, 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 director or officer of the Corporation, or any other private person, except that the Corporatior shall be authorized and empowered to pay reasonable compensation for services rendered, includ: ng to any 2 director or officer of the Corporation,,and to make payments and distributions in forth,°rance of the purposes set forth in Articles III including to corporations owned by any dir(r;tor of the Corporation consistent with a conflict of interest policy set forth in the Corporation's by-laws. No director or officer of the Corporation, or any private person shall be entitled to ihare in the distributions of any of the corporate assets on dissolution of the Corporation. The Corporation shall not participate in, or intervene in, any political campaign on behalf of any c'iindidate for political office, or otherwise attempt to influence legislation. The Corporation shall not conduct any activities which are not permitted to be conducted by an organization exempt under Section 501(c)(3) of the Code, or by an :organization contributions to which are deductible under 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 i:-ther than a private foundation within the meaning of Section 509(a) of the Code, (b) to which contributions are deductible for federal income tax purposes under Section 170(c)(2) of the Code, (c) to which bequests are deductible for federal gift tax purposes under Section 2055(a)(2) of the Ode, and (d) to which gifts are deductible for federal gift tax purposes under Section 2522(a)(2) o ' the Code. These Articles of Incorporation shall be construed, and all authority and activi,les of the Corporation shall be limited accordingly. Article VIII- Amendments These Articles of Incorporation may be amended by majority action of the Board of Directors and may not be amended to prevent the Corporation from qualifying or >* .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. Henderson. The street and mailing address of the initial registered office is 106 Bruce Drive, Cary, NoOh Carolina 27511. This address is located in Wake County. Article X- Principal Office The street and mailing address of the principal office is 106 Bruce Drive, Care, 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 fbtr, (4), and the names and addresses of the directors who are to act as directors until their successors ate 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 an} duty as a Director; provided, however, that the foregoing shall not limit or eliminate the personal 14 bility of a Director with respect to (i) acts or omissions that the Director at the time of such brear -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 ;)missions occurring prior to the date of the effectiveness of these Articles of Incorporation. As u: ed in this Article, the term "improper personal benefit" does not include a Director's reasonable cora 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 enacted to permit further limitation or elimination of the personal liability of the Corporation's Directors, 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 thu 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 ;rs it may be amended from time to time, an action required or permitted to be taken at a meetim may be taken without a meeting, and without prior notice, by shareholders having not less than the minimum number of votes that would be necessary to take the action at a meeting at which all shareholders entitled 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 IN WITNESS WHEREOF, I have hereunto set my hand this 2007. eo e corporator dD day NORTH CAROLINA _ 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. Certification# 88645929-1 Reference# 9459231- Page: 1 of 1 Verify this certificate online at www. secretary. state.nc.us/verification 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. Secretary of State C20133.5300349 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 §55A -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: Land 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 differentfrom 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 2013 Land Trust r �en,Inc. Nan 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 RFR-15-2008 11:59 IR INTERNA;, REVENUE SEnVICE P. O. Box 2548 CINCINNATI, OR 45201 Date: April, '14, 2008 AUDUBON EWIRON,Z;ENTAL, L P24D TRUST INC 106 BRUCE DR CARY, NC 275!1-6304 Dear AppliCant r 626 312 2927 F.02 DEPARTMENT OF THE TREASURY FmPloyer Identification Number: 26-045C55S D -N: 17+053261338027 Contact Person: TYRONE THOMAS ID# 95046 ,Contact Telephone Nutnber: 626-312-3610 x-5037 Accountirg Period Endin4_: December 31 Public Charity Status: 17C7 (b) (l) (A) (vi) Form 990 Required: Yes Effective Date of Exemption: June 29, 2007 Contribution Deductibility: Yes Advance Ruling Ending Date: December 31, 2011 Addendum Applies: No We are pleased to inform you that upon review of your application for tax exempt status we have determined that you are exempt From Federal income tax under section 5J1(C)(3) of the internal Revenue Code, Contributions to you are deductible under section 170 of the Cade. You are also qualified to receive tax deductible bequests, transfers or gifts under section 2055, 2106 or 2522 Of the Code. Because this 'letter could help reNolve any questions regarding your exempt status, you should keep it in your permanent records. Organizations exempt under section 501(c)(3) of the Code are further classified as either public charities or private foundations. During your advance ruling period, you will be treated as a public charity. Your advance ruling period begins with the effective date Of your eXemption and ends with advance ruling ending date shown in the heading of the letter. shortly before the end of your advance ruling period, we will send you Form 8734, Support Schedule for Advance Ruling Period. You will have 90 days after the and o€ your adtra-lce ruling Period to return the completed form, we will then notify you, in writing, about your public charity status. Please see enclosed Publication 422! -PC, Compliance Guide for 501(0)(3) Public Charities, for some helpful information about your responsibilities as an exempt organization, Letter 1045 (DO/C(;) AFR-15-2008 11:53 IRS -2- AUDUBON ENVIRONMENTAL !AND TRUST Enclosures: Publication 4221 -PC Statute Ex'tensior 626 312 2927 F.03 Sincerely, Robert Choi Director, Exempt Organizations Rulings and Agreements Letter.1045 (DO/CG) 1111 111111111 mok 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: C201119500253 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 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 ofNorth 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 amendment was as follows: Name change resolution approved May 26, 2011. 4. (Check a, b, and/or c, as applicable) a. / The amendments) 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 amendment(s) was (were) approved by the members as required by Chapter 55A. C. Approval of the amendments) 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 5. These articles will be effective upon filing, unless a date and/or time is specified: — This the 26 day of May —'20 11 Audubon Environmental Land Trust, Inc. Na o Corporation Signature Richard W. Henderson / President Type or Print Name and Title Notes: I. 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 filing 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. W1. 4", Richard W. Henderson President, Board of Directors Audubon Environmental Land Trust, Inc. May 26, 2011 Board Resolution