Article I

The name of the corporation is:

James Madison University Foundation, Inc.

Article II

The corporation is constituted so as to attract substantial support from contributions, directly or indirectly, and has not been formed for pecuniary profit or financial gain, and no part of the assets, income, or net earnings of the corporation is distributable to, or inures to the benefit of, its directors or officers except to the extent permitted under the Not-for-Profit Corporation Law. No substantial part of the activities of the corporation shall be 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 of behalf of any candidate for public office. The corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). In the event of liquidation or dissolution of the corporation, whether voluntary or involuntary, no contributor, director or officer shall be entitled to any distribution or division of its remaining property, assets or proceeds, and the balance of all money and other property received by the corporation from any source, after the payment of all debts and obligations of the corporation, shall be used or distributed within the intent of Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) and regulations applicable thereto at the time of such dissolution.

 The corporation shall be operated for the purpose of promoting the welfare, efficiency, service to the public, and objectives of James Madison University and to encourage private gifts of money, securities, land, or other property of whatever character for such purposes, and to that end to take, hold, receive and enjoy any gift, grant, devise or bequest, for the benefit of James Madison University in the manner designated by the donor, if any, or if not so designated for the general purposes and improvement of James Madison University, and to accept, execute and administer any trust in which it may have an interest under the terms of the instrument creating the trust. To do any other act or thing incidental to or connected with the foregoing purpose or in the advancement thereof, but not for pecuniary profit or financial gain of its directors or officers except as permitted under the Not-for-Profit Corporation Law.

Article III

The corporation shall have no members.

Article IV

(a)The number of directors shall be fixed in accord with the bylaws.

(b) The holders of the following offices shall serve as ex-officio directors with the same authority and obligations as other directors:

(1) The Chief Advancement Officer of James Madison University.

(2) The Chief Financial Officer of James Madison University.

Should either of these offices become vacant, the size of the board shall be decreased accordingly, ipso facto.

(c) The following office holders shall serve as "Adjunct Directors" and shall have the right to attend meetings of the Board of Directors, but shall not have the powers, obligations, or status of a Director. Adjunct Directors shall not be considered in determining a quorum.

(1) The President/Chief Executive Officer of this corporation.

(2) The Chief Operating Officer of this corporation.

(3) The Chief Financial Officer of this corporation.

(d) Aside from the ex-officio directors (and Adjunct Directors), the term of the office for directors shall be three years. These elected directors shall be divided into three groups, as nearly equal as possible. Each year, the terms for one group shall expire.

(e) The Board of Directors shall elect all directors other than the ex-officio directors described in paragraph (b) and the Adjunct Directors described in paragraph (c).

These Articles of Incorporation were adopted by the James Madison University Foundation Board October 10, 2014 and reapproved at the February 12, 2016 board meeting.