Amended and Restated Articles of Incorporation
A Pennsylvania Nonprofit Corporation
The name of this corporation shall be “Duquesne University of the Holy Spirit” (hereinafter the “University”).
The University is incorporated under the provisions of the Act of April 29, 1874, of the Commonwealth of Pennsylvania and is governed under the Pennsylvania Nonprofit Corporation Law of 1988, as it may be amended from time to time (the "PNCL"). The University is organized on a non-stock basis. The University is organized, and shall be operated, exclusively for religious, charitable, scientific, literary and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended or the corresponding provision of any future United States Internal Revenue Law (the “IRS Code”).The University does not contemplate pecuniary gain or profit, incidental or otherwise. The period of duration of the University is perpetual.
The registered office and principal place of business of the University shall be 600 Forbes Avenue, in the City of Pittsburgh, County of Allegheny, Commonwealth of Pennsylvania, 15282.
The purpose of the University is to support and maintain educational programs in all branches of a thorough, moral and secular education, including languages, the liberal arts and sciences, and also for the preparation and education of individuals destined for the Catholic Priesthood. The courses of study to be pursued are as stated in the most current course catalog. The requirements for admission to undergraduate programs shall be such as are necessary to meet the minimum requirements of any governmental or accrediting body having jurisdiction over the University.
The University has the authority, through its Board of Directors, to confer the usual scholastic degrees, to establish, maintain and conduct a course of instruction and to confer degrees in the science of law, medicine, dentistry, pharmacy, and to confer such other degrees as may be approved and authorized from time to time by the Pennsylvania Department of Education and by the duly constituted authorities under the Acts of Assembly of the Commonwealth of Pennsylvania.
The University shall maintain a full time teaching faculty of at least eight (8) members who shall devote all of their time to instruction or such number as the minimum required by any governmental or accrediting body having jurisdiction over the University.
The University shall have members (the "Members"). The Members of the University shall be the Provincial Superior, the Provincial Councillors, and such other vowed members of the Congregation of the Holy Spirit Province of the United States as are appointed by the Provincial Superior with the consent of the Provincial Council so that at all times there are six (6) Members and not more than ten (10) Members.
The business and affairs of the University shall be managed by a Board of Directors of not less than fifteen (15) Directors and not more than (35) Directors, who shall be elected annually by the Members of the University on a day and in a manner to be set forth in the Bylaws. The Board shall have, subject only to the reserved powers vested in the Members, as set forth in Article IX, full power and authority to manage the University, its officers and its employees. All Directors shall serve without compensation.
The University shall have all the powers permitted a corporation that is both a nonprofit corporation under Pennsylvania law and an exempt organization described in Section 501(c)(3) of the IRS Code. Subject to the provisions of the PNCL and the requirements of an organization that is tax-exempt pursuant to Section 501(c)(3) of the IRS Code, and in conformity with these Articles, the Members shall have the following full and exclusive reserved powers: (i) to determine or change the mission, the philosophy, objectives or purpose of the University; (ii) to elect and to remove, with or without cause, any individual to or from the Board of Directors; (iii) to amend, alter, modify, or repeal the Articles of Incorporation or the Bylaws; (iv) to approve the sale, purchase or encumbrance of real property as set forth in the Bylaws; (v) to approve any merger, consolidation or acquisition or creation of a subsidiary organization with respect to the University; (vi) to liquidate and dissolve the University and to determine the distribution of its assets upon dissolution; (vii) to approve any new indebtedness incurred by the Corporation as set forth in the Bylaws; (viii) to issue to the Board, from time to time, a statement of policy concerning the philosophy and mission of the University; (ix) to request information from and receive an annual financial report from the Board; (x) to confirm the Board’s election and appointment of the Officers of the University and Officers of the Board, and to approve any written employment contract between any of the aforesaid Officers and the University; and (xi) to approve legal actions taken in the name of or on behalf of the University other than routine legal actions such as the collection of outstanding accounts receivable and actions taken in defense of claims brought against the University.
Bylaws of the University, consistent with these Articles of Incorporation, shall be adopted and amended in the manner provided in the Bylaws. The Bylaws of the University shall be deemed and taken to be its law subordinate to the Constitution and laws of the Commonwealth of Pennsylvania and the Constitution and laws of the United States.
In the event of any conflict between the terms and provisions of these Articles of Incorporation (as amended at any time), the Bylaws of the University (as amended from time to time), or other governing documents of the University, the Articles of Incorporation shall control resolution of such conflict.
The University, through its Board of Directors, shall maintain a protective endowment of at least $500,000, beyond all indebtedness and assets invested in buildings and apparatus, for the exclusive purpose of promoting instruction, provided that financial support or contributed services by its Member organization, the Congregation of the Holy Spirit Province of the United States, may be substituted for such endowment to the extent permitted by the laws of the Commonwealth of Pennsylvania.
No part of the net earnings of the University shall inure to the benefit of, or be distributable to, its Members, Directors, Officers or other private persons, except that the University 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 in this Article. No substantial part of the activities of the University shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the University shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office. Any other provision of these Articles to the contrary notwithstanding, the University shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from the Federal income tax under section 501(c)(3) of the Code, (b) by a corporation contributions to which are deductible under section 170(c)(2) of Code, and (c) by a corporation organized under the Law as now existing or hereafter amended. No Member of the University shall acquire any individual or personal interest or estate in the property real, personal or mixed owned or hereafter acquired by the University.
These Articles of Incorporation may be amended by the Members in the manner provided by law and in the Bylaws of the University.
Upon the dissolution of the University, after paying or making provision for the payment of all of the liabilities of the University and returning, transferring or conveying any assets requiring return, transfer or conveyance upon dissolution, any remaining assets (received and held subject to limitations permitting their use only for charitable, religious, or similar purposes, but not held upon a condition requiring return, transfer or conveyance upon dissolution) shall be distributed to Congregation of the Holy Spirit Province of the United States (“Congregation”). In the event the Congregation shall not exist or does not qualify as an exempt organization described in Code Section 501(c)(3) at such time of dissolution or liquidation, the net assets of the University shall be transferred to such organization or organizations which are organized and operated exclusively for charitable, educational, religious or scientific purposes and qualify under Code section 501(c)(3) (or the corresponding provision of any future United States Internal Revenue Law). Any assets not so disposed of shall be disposed of by the court of the city or county in which the principal office of the University is then located to such organization or organizations as said court shall determine and as are then qualified as exempt under Code section 501(c)(3) (or the corresponding provision of any future United States Internal Revenue Law) taking into consideration the dissolution or liquidation provisions as set forth in the University Bylaws.