ARTICLES OF AMENDMENT

TO

AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

LDS PUBLISHING PROFESSIONALS ASSOCIATION

Pursuant to the provisions of the Utah Revised Nonprofit Corporation Act, the undersigned corporation (the “Corporation”) hereby adopts the following Articles of Amendment to its Amended and Restated Articles of Incorporation (the “Articles of Incorporation”):

I.

The name of the Corporation is LDS Publishing Professionals Association.

II.

The Articles of Incorporation of the Corporation are amended and restated in their entirety as set forth on Exhibit A attached hereto and incorporated herein by this reference.

III.

The date of adoption of each amendment by the members of the Corporation was August 21, 2015.

IV.

The number of votes cast for the foregoing amendments to the Articles of Incorporation by the members of the Corporation was sufficient for approval by such members.

DATED this 21st day of August, 2015.

LDS PUBLISHING PROFESSIONALS ASSOCIATION,
a Utah nonprofit corporation

By: ________________________________________
Steven Peter Piersanti, President of the Board of Directors

EXHIBIT A

AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
LDS PUBLISHING PROFESSIONALS ASSOCIATION
(a Utah nonprofit corporation)

ARTICLE 1: NAME, PURPOSES, AND POWERS

1.1 Name. The name of the nonprofit corporation is LDS Publishing Professionals Association (the “Corporation”).

1.2 Purposes. The Corporation is organized and shall be operated exclusively for charitable, scientific, literary or educational purposes, all within the meaning of Section 501(c)(3) of the Internal Revenue Code. All references in these Articles to provisions of the Internal Revenue Code are to the provisions of the Internal Revenue Code of 1986, as amended, and to the corresponding provisions of any subsequent federal tax laws.

The specific purpose of the Corporation is to serve members and friends of The Church of Jesus Christ of Latter-day Saints who work in the publishing industry or seek to do so. The Corporation will do this by providing professional networking; advancing the publishing education and skill sets of members; helping members learn of publishing industry opportunities, prepare for publishing careers, and succeed in those careers; providing ideas, connections, and resources to help members be innovators and leaders in publishing and increase their positive impact in the world; and engaging in other activities in connection therewith.

1.3 Powers. In furtherance of its purposes and subject to the restrictions hereinafter set forth, the Corporation shall have and may exercise all of the powers now and hereinafter conferred upon nonprofit corporations organized under the laws of Utah and may do everything necessary or convenient for the accomplishment of any of the Corporation’s purposes, subject to such limitations as may be prescribed by law.

1.4 Restrictions on Powers.

(i) Net Earnings. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to any director, officer, trustee or member of the Corporation, or any other individual (except that reasonable compensation may be paid for services rendered to or for the benefit of the Corporation affecting one or more of its purposes), and no director, officer, trustee or member of the Corporation, or any other individual, shall be entitled to share in any distribution of any of the corporate assets on dissolution of the Corporation or otherwise.

(ii) Influencing Legislation. No substantial part of the activities of the Corporation shall be attempting to influence legislation by propaganda or otherwise. The Corporation shall not participate in, or intervene in, directly or indirectly (including the publishing or distribution of written or printed statements or the making of oral statements), any political campaign on behalf of or in opposition to any candidate for public office.

(iii) Dissolution. Upon dissolution of the Corporation, all of the Corporation’s assets remaining after payment of or provision for all of its liabilities shall be paid over or transferred to one or more exempt organizations described in Section 501(c)(3) of the Internal Revenue Code, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code. The organizations to receive such property shall be designated by the Board of Directors.

(iv) Other Limitations. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax as an organization described in Section 501(c)(3) of the Internal Revenue Code or by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, and, during any period of time during which the Corporation is a “private foundation” as defined in Section 509(a) of the Internal Revenue Code:

(1) The Corporation shall not engage in any act of “self-dealing,” as defined in Section 4941(d) of the Internal Revenue Code, so as to give rise to any liability for the tax imposed by Section 4941 of the Internal Revenue Code;

(2) The Corporation shall make distributions for each taxable year at such time and in such manner so as not to become subject to the tax imposed by Section 4942 of the Internal Revenue Code;

(3) The Corporation shall not retain any “excess business holdings,” as defined in Section 4943(c) of the Internal Revenue Code, so as to give rise to any liability for the tax imposed by Section 4943 of the Internal Revenue Code;

(4) The Corporation shall not make any investments that would jeopardize the carrying out of any of the exempt purposes of the Corporation, within the meaning of Section 4944 of the Internal Revenue Code, so as to give rise to any liability for the tax imposed by Section 4944 of the Internal Revenue Code; and

(5) The Corporation shall not make any “taxable expenditure,” as defined in Section 4945(d) of the Internal Revenue Code, so as to give rise to any liability for the tax imposed by Section 4945 of the Internal Revenue Code.

ARTICLE 2: REGISTERED OFFICE AND AGENT

The address of the registered office of the Corporation is 1296 Parkside Lane, Layton, Utah, 84041. The name of its registered agent at such address is Bradley Farmer.

ARTICLE 3: MEMBERS AND CAPITAL STOCK

The Corporation shall have voting members.

ARTICLE 4: DIRECTORS

The names and addresses of the persons who are to serve as the directors until the next annual meeting or until their successors are elected and have qualified are:

Steven Peter Piersanti, President of the Board of Directors

Marian Sue Bergin, Vice President of the Board of Directors

Aleesha Bass, Director

Kathryn Thompson, Director

Amy White, Director

Brad Farmer, Director and Treasurer
1296 Parkside Lane
Layton UT 84041

Erin Willder, Director and Secretary

Steven Thomsen, Director

Bryce Mortimer, Director

Suzy Bills, Director

Eric Smith, Director
13432 S. Dairy Lane
Draper UT 84020

The personal liability of any director to the Corporation for monetary damages for any action taken or any failure to take any action, as a director, is hereby eliminated to the fullest extent permitted by Utah laws. In the event any applicable Utah law or this Article 4 is repealed or amended to decrease or limit in any manner the protection or rights available to directors hereunder, such repeal or amendment shall not be retroactively applied in determining the personal liability of a director pursuant to this Article 5 prior to the enactment of such amendment.