Certificate of Incorporation
The name of the corporation is: The Actual Freedom Fund (the “Fund”).
The Fund’s registered office in the State of Delaware is located at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc.
The purpose of the Fund is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (the “DGCL”) that is (a) in furtherance of the mission set forth in Article III, and (b) limited by the nonprofit restrictions set forth in Article IV.
The business and affairs of the Fund shall be managed by or under the direction of the board of directors (the “Board”), and the directors comprising the Board (the “Directors”) need not be elected by written ballot. The number of Directors on the Board shall be set in the bylaws as amended from time to time. Except for the initial Board named or appointed in the Certificate or organizational actions, Directors shall be elected by the Board.
The Fund is a nonstock corporation and shall not have authority to issue capital stock. The members of the Fund shall consist solely of the entirety of the current Directors; every director shall be a member, and there shall be no members other than the Directors. Members shall have no right, title, or interest, legal or equitable, in or to any income, property, or assets of the Fund and no right to receive any distribution of its assets. Members shall have no voting rights on any matter.
The Fund shall exist perpetually unless otherwise decided by a majority of the Board.
In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is authorized to amend or repeal the bylaws.
The Fund reserves the right to amend or repeal any provision in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware.
To the fullest extent permitted by the DGCL, a director or officer of the Fund shall not be personally liable to the Fund or its Directors for monetary damages for breach of fiduciary duty as a director or officer. No amendment to, modification of, or repeal of this Article XII shall apply to or have any effect on the liability of a director or officer for or with respect to any acts or omissions of such director or officer occurring prior to such amendment. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of Directors and officers, then this Certificate should be read to eliminate or limit the liability of a director or officer of the Fund to the fullest extent permitted by the DGCL, as so amended.