Articles of Incorporation

   ARTICLES OF INCORPORATION
                                                             OF
                        INSTITUTE FOR BIBLICAL RESEARCH, INC.

                                                         ARTICLE 1

            The Corporation's name shall be Institute for Biblical Research, Inc.

                                            Article 2—Duration

             The Corporation's duration shall be perpetual.

                                   Article 3—Type of Corporation

             The Corporation shall not have any capital stock.

                                   Article 4—Purposes and Powers

             The Corporation is a society of evangelical Christian scholars and shall be operated
exclusively for the following purposes:

             (a)        To foster the study of the Scriptures within an evangelical context as defined by
                          the Christian confessional affirmations of the Corporation, including the following:

                             1.         The unique divine inspiration, integrity and authority of the Bible.

2.         The deity of our Lord Jesus Christ.

3.         The necessity and efficacy of the substitutionary death of Jesus Christ for
             the redemption of the world.

4.         The historical fact of his bodily resurrection.

5.         The presence and power of the Holy Spirit in the work of regeneration and
             for the understanding of the Scriptures.

6.         The expectation of the personal return of our Lord Jesus Christ.

             (b)        To engage in such religious, educational, charitable, and benevolent activities as
                           are permitted to be carried on by a corporation exempt from federal income tax
                           under section 501(c)(3) of the Internal Revenue Code, or the corresponding
                           section of any future federal tax code, including, for such purposes, making
                           distributions to organizations that qualify as exempt organizations under section
                           501(c)(3) of the Internal Revenue Code or the corresponding section of any future
                           federal tax code.

             (c)        To exercise in furtherance of its purposes all powers possessed by corporations
                          formed under the General Corporation Law of Delaware (or under any successor
                          codification of the law governing Delaware nonprofit corporations) that are not
                          inconsistent with the Corporation's qualifications under section 501(c)(3) of the
                          Internal Revenue Code, or the corresponding section of any future federal tax
                          code, as a corporation organized and operated exclusively for charitable,
                          religious, educational and scientific purposes, including, for such purposes,
                          making distributions to organizations that qualify as exempt organizations under
                          section 501(c)(3) of the Internal Revenue Code or the corresponding section of
                          any future federal tax code.

             The following provisions shall regulate the internal affairs of the Corporation.

             (a)        The Corporation's stated purposes shall be construed and its operations shall be
                          conducted so as to qualify the Corporation under section 501(c)(3) of the Internal
                          Revenue Code or the corresponding section of any future federal tax code, as a
                          corporation organized and operated exclusively for charitable, religious,
                          educational and scientific purposes, including, for such purposes, the making of
                          distributions to organizations that qualify as exempt organizations under section
                          501(c)(3) of the Internal Revenue Code or the corresponding section of any future
                          federal tax code.

              (b)        No part of the net earnings of the Corporation shall inure to the benefit of, or be
                         distributable to its directors, officers or other private persons, except that the
                         Corporation shall be authorized and empowered to pay reasonable compensation
                         for serviced rendered and to make payments and distributions in furtherance of
                         the purposes set forth in Article 3 hereof.

               (c)        No substantial part of the activities of the Corporation shall include the carrying
                            on of propaganda or otherwise attempting to influence legislation, and the
                            Corporation shall not participate in, or intervene in (including the publishing or
                            distribution of statements) any political campaign on behalf of or in opposition to
                            any candidate for public office.

                (d)        The Corporation shall distribute its income for each tax year at a time and in a
                             manner as not to become subject to the tax on undistributed income imposed by
                             section 4942 of the Internal Revenue Code or the corresponding section of any
                             future federal tax code.

                (e)        The Corporation shall not engage in any act of self-dealing as defined in section
                             4941(d) of the Internal Revenue Code or the corresponding section of any future
                             federal tax code.

                 (f)         The Corporation shall not retain any excess business holdings as defined in
                               section 4943(c) of the Internal Revenue Code or the corresponding section of
                               any future federal tax code.

                 (g)        The Corporation shall not make any investments in a manner as to subject it to tax
                             under section 4944 of the Internal Revenue Code or the corresponding section of
                             any future federal tax code.

                  (h)        The Corporation shall not make any taxable expenditures as defined in section
                                4945(d) of the Internal Revenue Code or the corresponding section of any future
                                federal tax code.

                   (i)         Notwithstanding any other provision of these Articles, the Corporation shall not
                                carry on any other activities not permitted to be carried on by (i) a corporation
                                exempt from federal income tax under section 501(c)(3) of the Internal Revenue
                                Code or the corresponding section of any future federal tax code, or (ii) a
                                 corporation, contributions to which are deductible under section 170(c)(2) of the
                                 Internal Revenue Code or the corresponding section of any future federal tax code.

              Article 6—Dissolution; Distribution of Property

             Upon the dissolution of the Corporation, the Board of Directors shall, after paying or
making provisions for payment of all the liabilities of the Corporation, dispose of all of the assets
of the Corporation in such manner, or to such organizations organized exclusively for one or
more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or
the corresponding section of any future federal tax code, or to the federal government, or to a
state or local government, for a public purpose.  Any such assets not so disposed of shall be
disposed of by a Court of competent jurisdiction of the county in which the principal office of
the Corporation is then located, exclusively for such purposes or to such organization or
organizations, as said Court shall determine, which are organized and operated exclusively for
such purposes.

Article 7—Registered and Principal Offices and Registered Agent

7.1       The street address of the Corporation's registered office shall be Corporation Trust
             Center, 1209 Orange Street, Wilmington, Delaware, 19801, New Castle County.

 7.2       The name of the Corporation's initial registered agent at that address shall be The
               Corporation Trust Company.

 

                                        Article 8—Directors

            The Corporation shall be governed by a Board of Directors consisting of not less than
three members, the exact number and the terms for each to be set forth in the Bylaws.  The
Corporation's initial board of directors shall be three, and the names and addresses of the persons
who are to serve as the initial directors are:

                         Name                                                               Address

 

            Daniel I. Block                                     Southern Baptist Theological Seminary
                                                                                    2825 Lexington Road
                                                                                    Louisville, KY 40280

             Michael W. Holmes                                          Bethel College
                                                                                    3900 Bethel Drive
                                                                                    St. Paul, MN 55112

            Richard A. Taylor                                        Dallas Theological Seminary
                                                                                    3909 Swiss Avenue
                                                                                    Dallas, TX 75204

 

                                           Article 9—Members

             The conditions of membership shall be stated in the Corporation’s Bylaws.

 Article 10—Limitation of Director Liability; Indemnification

10.1     Limitation of Liability.    No director of the Corporation shall be personally
             liable for monetary damages for actions taken as a director, or failure to take an action, unless the
             following conditions exist:

             (a)        the director breached or failed to perform the duties of the director's office in
                         compliance with the General Corporation Law of the State of Delaware.

             (b)        the breach or failure to perform constitutes willful misconduct or recklessness.

     If the General Corporation Law of the State of Delaware is amended after the effective date of
these Articles of Incorporation to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General Corporation Law of the State
of Delaware, as amended.  The repeal or modification of this Article 10 shall not adversely affect
the right or protection of any director of the Corporation existing at the time of such repeal or
modification.

 10.2     Indemnification.            To the fullest extent permitted by law, and in accordance
with the provisions of the General Corporation Law of the State of Delaware, as the same exists
or may hereafter be amended, but only to the extent not in conflict with any other provisions of
these Articles, the Corporation shall indemnify each corporate director and officer (and their
heirs or personal representatives) of all liabilities that are incurred in connection with the defense
of any threatened, pending, or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, with which the director or officer is threatened or exposed to
because of their service to the Corporation.  This indemnification includes the expenses of
attorneys, legal fees and costs, the costs of judgements, taxes, penalties, fines, and amounts
paid in settlement.


                                    Article 11—Incorporator

            The incorporator's name and address is Daniel I. Block, Southern Baptist Theological
Seminary, 2825 Lexington Road, Louisville, Kentucky 40280.

 

            I, the Undersigned, for the purpose of forming a corporation under the laws of the State
of Delaware, do make, file and record this Certificate and do certify that the facts herein stated
are true, and I have accordingly set my hand this ____ day of ___________, 2003.

 

                                                                                                                                                           

                                                                        Daniel I. Block