The Daniel-Mickel Foundation, Letter of Incorporation

The Daniel-Mickel Foundation

The Corporation shall devote and apply the property in the Corporation and the income therefrom exclusively for charitable, religious, scientific, literary or educational purposes, either directly or by contributions, to organizations duly authorized to carry on charitable, religious, scientific, literary or educational activities; provided, however, that no property of the Corporation shall inure to the benefit of any private individual or person (except that reasonable compensation may be paid for cervices rendered to or for the Corporation affecting one or more of its purposes), and no part of the direct or indircet activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, or of participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

Notwithstanding any provision hereof, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Internal Revenue Code (“I.R.C.”) Section 501(c)(3) and its Regulations or by an organization contributions to which are deductible under I.R.C. Section 170(c)(2) and its Regulations.

The Board of Trustees, except as hereafter limited, shall have the power and authority and are directed to distribute from time to time exclusively for charitable, religious, scientific, literary or educational purposes each year, such amounts from the income and/or principal of the Corporation as they in their discretion may appoint or direct; provided, however, that to the extent practicable, the Board of Trustees shall make the following types of distributions from the Corporation to the following types of exempt organizations pursuing their exempt purposes in the following manner; provided, further, however, that no distribution shall be made which would cause the Corporation to fail to be exempt from income taxation pursuant to I.R.C. Section 501(c)(3):

To support, encourage and promote educational organizations, projects, scholarships, activities, and endeavors.
To support, encourage and promote medical research, including, but not limited to , clinical study, laboratory research, publishing and teaching.
To support, encourage and promote the following organizations, projects, activities and endeavors which the Board of Trustees shall deem to have situs or which will provide benefits primarily within the Metropolitan Greenville, South Carolina area, as such area may from time to time change:

To encourage and promote progress in the Southeastern part of the United States, in general and in particular, the Metropolitan Greenville, South Carolina area, in general, including, but not limited to, assisting individuals and groups of people who, in the opinion of the Board of Trustees, are socially disadvantaged in order to improve their economic and social circumstances.
To support, encourage and promote cultural and artistic organizations, projects, activities and endeavors in the southeast and Metropolitan Greenville area.
To support, encourage and promote organizations, projects, activities and endeavors designed to beautify the Metropolitan Greenville area.
To advance and improve, in general, the citizenry of the southeast and the Metropolitan Greenville area.

No trustee or officer of the Corporation nor any private individual shall beentitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation. In the event of dissolution, all of the remaining assets of the Corporation shall be distributed only to one or more organizations which themselves are exempt organizations as described in I.R.C. Sections 501(c)(3) and 170(c) and its Regulations or to the Federal, State or Local governments for exclusively public purposes.

The membership of the Corporation shall consist of the initial trustees and such other trustees as are subsequently elected and will serve. The number of trustees shall not be less than three nor more than seven, except as amended in accordance with the Bylaws of the Corporation.

The trustees shall have full power and authority to manage the affairs of the Corporation and/or to amend the Declaration and Petition for Incorporation in such a manner as to make the Corporation a tax exempt corporation within the meaning of the Internal Revenue Code, and in any other manner.

The Corporation shall have all the powers provided under Sections 33-31-100 and 33-2-102 of the 1987 South Carolina Code, as amended, as fully and completely as though the powers enumerated in said section were set forth herein verbatim.

The provisions of Sections 33-31-310 of the 1987 South Carolina Code, as amended, shall be applicable to the Corporation.