DeKalb Schools Educational Foundation Incorporation Certificate

                                                                                  Control Number : 24100505

                              STATE OF GEORGIA
                                       Secretary of State
                                       Corporations Division
                                          313 West Tower
                                    2 Martin Luther King, Jr. Dr.
                                    Atlanta, Georgia 30334-1530



                            CERTIFICATE OF INCORPORATION

I, Brad Raffensperger, the Secretary of State and the Corporation Commissioner of the State of
Georgia, hereby certify under the seal of my office that


                         The DeKalb Schools Educational Foundation, Inc.
                                  a Domestic Nonprofit Corporation


has been duly incorporated under the laws of the State of Georgia on 05/20/2024 by the filing of articles
of incorporation in the Office of the Secretary of State and by the paying of fees as provided by Title 14
of the Official Code of Georgia Annotated.




                                               WITNESS my hand and official seal in the City of Atlanta
                                               and the State of Georgia on 05/21/2024.
ARTICLES OF INCORPORATION                                                             *Electronically Filed*
                                                                                      Secretary of State
                                                                                      Filing Date: 5/20/2024 4:49:23 PM


BUSINESS INFORMATION
CONTROL NUMBER                          24100505
BUSINESS NAME                           The DeKalb Schools Educational Foundation, Inc.
BUSINESS TYPE                           Domestic Nonprofit Corporation
EFFECTIVE DATE                          05/20/2024
The corporation is organized pursuant to the Georgia Nonprofit Corporation Code.


PRINCIPAL OFFICE ADDRESS
ADDRESS                                 1701 Mountain Industrial Boulevard, Stone Mountain, GA, 30083, USA


REGISTERED AGENT
NAME                                    ADDRESS                                                                   COUNTY
John M. Sheftall                        1301 First Avenue, Suite 100, Columbus, GA, 31901, USA                    Muscogee


INCORPORATOR(S)
NAME               TITLE                       ADDRESS
John Sheftall      INCORPORATOR                1301 First Avenue, Suite 100, x, Columbus, GA, 31901, USA


MEMBER INFORMATION
The corporation will not have members.


OPTIONAL PROVISIONS
ARTICLE V The purposes for which the Corporation is organized are as follows: (a) The Corporation is organized to support
the educational activities of the DeKalb County School District in providing more extensive and strengthened educational
opportunities, services and programs to its constituent schools, faculty, staff, current students and graduates, by soliciting and
making gifts, grants, bequests, devises, contributions and donations; (b) The Corporation is organized for, irrevocably dedicated
to, and operated exclusively for educational and charitable purposes within the meaning of Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended; and, (c) Subject to the limitations stated in these Articles, the Corporation may do each and
everything necessary, suitable or proper for the accomplishment of any of the purposes hereinbefore enumerated or which at any
time appear conducive to or expedient for the protection or benefit of the Corporation. In furtherance of and not in limitation of
the general powers conferred by the laws of the State of Georgia and the objects and purposes hereinbefore set forth, and
subject to the limitations stated in these Articles, it is expressly provided that to such extent as a Corporation organized under the
Georgia Nonprofit Corporation Code may now or hereafter lawfully do, the Corporation shall have the power to do, either as
principal or agent and either alone or in connection with other corporations, firms or individuals, all and everything necessary,
suitable, convenient or proper for, or in connection with, or incident to, the accomplishment of any of the purposes or the
attainment of any one or more of the objects hereinbefore enumerated, or designed directly or indirectly to promote the interest of
the Corporation or to enhance the value of its properties, and in general, to do any and all things and exercise any and all powers,
rights, and privileges which a corporation may now or hereafter be authorized to do or to exercise under the Georgia Nonprofit
Corporation Code or any amendment thereto. ARTICLE VI The Corporation shall be an exempt organization as that term is
defined in Internal Revenue Code Section 501(c)(3). The Corporation is not organized and shall not be operated for pecuniary
gain or profit. The Corporation shall have any power to finance its operations, to carry on activities, or take any action of any
character whatsoever, that is not prohibited by law or required to be stated in these Articles; provided, however, that no part of
the net earnings of the Corporation shall inure to the benefit of or be distributed to its board, members, officers or other private
shareholders or individuals, except that the Corporation 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 these Articles.
Notwithstanding any of the provisions of these Articles, no substantial part of the activities of the Corporation shall consist of
carrying on of propaganda or otherwise attempting to influence legislation; nor shall the Corporation in any manner or to any
extent participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any
candidate for public office and the Corporation shall not carry on any other activities not permitted to be carried on by a
corporation exempt from federal income tax under Internal Revenue Code Section 501(c)(3) or by a corporation to which
contributions are deductible under Sections 170(b)(1)(A) and 170(c)(2) of the Internal Revenue Code. Any reference herein to
specific provisions of the laws of the State of Georgia or to the Internal Revenue Code shall include the corresponding provisions
of subsequent legislation which may restate, supersede, or otherwise alter such specific provisions. ARTICLE VII The business
and affairs of the Corporation shall be conducted by a Board of Directors. The number of Directors of the Corporation and their
method of appointment and election will be as set forth in the Bylaws of the Corporation. ARTICLE VIII In the event of the
dissolution of the Corporation or the winding up of its affairs, or other liquidation of its assets, all assets of the Corporation
remaining after the payment of the Corporation’s debts shall be conveyed or distributed to the DeKalb County School District,
and if it should not be in existence to any successor public school district in DeKalb County and if none to any such organization
or organizations organized and operated exclusively for charitable or educational purposes within the meaning of Section 501(c)
(3) of the Code as the Board of Directors may determine. Any assets not so disposed of shall be disposed of by the Superior
Court of DeKalb County, exclusively for such purposes or to such organizations, as the Court shall determine, which are
organized and operated exclusively for such purposes. ARTICLE IX Each person who is or was a director or officer of the
Corporation, and each person who is or was a director or officer of the Corporation who at the request of the Corporation is
serving or has served as an officer, director, partner, joint venturer or trustee of another corporation, partnership, joint venture,
trust or other enterprise shall be indemnified by the Corporation against those expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement which are allowed to be paid, advanced or reimbursed by the Corporation under the laws of
the State of Georgia and which are actually and reasonably incurred in connection with any action, suit or proceeding, whether
pending or threatened, whether civil, criminal, arbitrative, administrative or investigative, and whether formal or informal, in which
such person may be involved by reason of his being or having been a director or officer of this Corporation or of such other
enterprises. Such indemnification, reimbursement or advance shall be made only in accordance with the laws of the State of
Georgia, including the Georgia Nonprofit Corporation Code, subject to the conditions prescribed under such statutory provisions.
In any instance where the laws of the State of Georgia permit indemnification, reimbursement or advances to be provided to
persons who are or have been an officer or director of the Corporation or who are or have been an officer, director, partner, joint
venturer or trustee of any such other enterprise only on a determination that certain specified standards of conduct have been met,
that all statutory requirements and procedures have been satisfied, and that upon application for indemnification, reimbursement or
advances by any such person the Corporation shall promptly cause such determination to be made in accordance with the
statutory procedures of Georgia law. Nothing in this Article shall be construed as limiting the applicability of and scope of Georgia
law with respect to indemnification, reimbursement and advances for expenses; further, as a condition to any such right of
indemnification, the Corporation may require that it be permitted to participate in the defense of any such action or proceeding
through legal counsel designated by the Corporation and at the expense of the Corporation. In accordance with the law of the
State of Georgia, the Corporation may purchase and maintain insurance on behalf of any such persons whether or not the
Corporation would have the power to indemnify such officers and directors against liability under the laws of the State of Georgia.
If any expenses or other amounts are paid by way of insurance, or by indemnification, reimbursement or advances of funds other
than by court order or by action of the Board of Directors, the Corporation shall provide notice of such payment to the Directors
and to the Members in accordance with the applicable provisions of the laws of the State of Georgia.


AUTHORIZER INFORMATION
AUTHORIZER SIGNATURE   John M. Sheftall
AUTHORIZER TITLE       Incorporator