Pursuant to O.G.G.A. §14-3-205, Robert D. Bishop, William Ray Childs, C. Swann Seiler and John Phinizy Spalding, as all of the Incorporators of the Arch Foundation for the University of Georgia, Inc. (the “Arch Foundation”), do hereby unanimously consent to and adopt the following resolutions as of June 2, 2005, which resolutions shall have the same force and effect as if they were adopted at a meeting of the Incorporators duly called and held, to-wit:

BE IT RESOLVED, that the Certificate of Incorporation and Articles of Incorporation of the Arch Foundation be accepted and a copy of each attached to this consent as Exhibit “A”; and

BE IT RESOLVED, that the form of bylaws attached to this consent as Exhibit “B”, be, and hereby are, adopted as the bylaws of the Arch Foundation (the “Bylaws”); and

BE IT RESOLVED, that there shall initially be thirty Trustees of the Board of Trustees of the Arch Foundation, and, pursuant to Section 3.2 (a) of the Bylaws, the following persons are elected as Trustees for the initial term indicated below, and until their successors are chosen and qualify:

Elected Trustees

Class of 2006	Class of 2007	Class of 2008	Class of 2009
Jenny Lynn Bradley M. Louise McBee John McMullan Donald A. Perry C. Swann Seiler Mary Virginia Terry	James E. Butler, Jr. Chester Davenport J. Don Edwards Ramsey T. Way	Earl Barrs Robert D. Bishop Charles E. Campbell Robert G. Edg F. Sheffield Hale Larry D. Thompson	Otis A. Brumby, Jr. Frederick E. Cooper Norman S. Fletcher Jack Head Sarah Corn Irby John Phinizy Spalding

Pursuant to Section 3.2 (b) and (c) of the Bylaws, the initial ex-officio Trustees of the Arch Foundation shall be:

Ex-officio, Voting Trustees

Michael F. Adams – President, University of Georgia
Steve W. Wrigley – Senior Vice President for External Affairs
Margaret Robinson (until July 31); Nancy Felson (beginning August 1) – Chair of the University Council Executive Committee
William H. NeSmith, Jr. (until June 30); C. Swann Seiler (beginning July 1) – President of the UGA Alumni Association.

Ex-officio, Non-Voting Trustees

Arnett C. Mace, Jr. – Senior Vice President for Academic Affairs and Provost
Henry M. Huckaby – Senior Vice President for Finance and Administration
Robert E. Ratajczak, Jr. – President of the University’s Staff Council
William R. Childs – President of the University’s Student Government Association

BE IT RESOLVED, that the seal for the Arch Foundation bearing the following words:

ARCH FOUNDATION FOR THE
UNIVERSITY OF GEORGIA, INC.
CORPORATE SEAL
2005
GEORGIA

be, and hereby is, adopted as the seal of the Arch Foundation; and

BE IT RESOLVED, that all actions taken on behalf of the Arch Foundation by Robert D. Bishop, William Ray Childs, C. Swann Seiler, John Phinizy Spalding, as Incorporators, and their attorneys, Powell Goldstein, LLP and Hatcher Stubbs, Land, Hollis & Rothschild, LLP, be, and are, ratified and affirmed; and

BE IT RESOLVED, that the Arch Foundation, through its attorneys, shall submit Form 1023 to the Internal Revenue Service for approval of the Arch Foundation as a non-profit organization exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended and Form 3605 to the State of Georgia Department of Revenue for recognition of exemption by the State of Georgia; and

BE IT RESOLVED, that C. Swann Seiler, Steve W. Wrigley and F. Sheffield Hale are appointed as the Nominating Committee for purposes of recommending officers, committee assignments and professionals of the Arch Foundation at the inaugural meeting of the Board; and

BE IT RESOLVED, that the inaugural meeting of the Board shall be held on June 15, 2005, for the election of officers and such other actions as may be properly brought before the Board, and the Arch Foundation shall commence business as of such day; and

BE IT RESOLVED, that this consent with its attachments be placed in the minute book of the Arch Foundation.

IN WITNESS WHEREOF, effective this 2nd day of June 2005, the undersigned Incorporators of the Arch Foundation have executed this written consent, in one or more copies, all of which shall be deemed part of the original, in lieu of the organizational meeting of the Incorporators of the Arch Foundation.