RESOLUTION APPROVING INCORPORATION

Michigan State University Retiree’s Association

The Michigan State University Retiree’s Association (MSURA), an unincorporated organization with volunteer management acting primarily in East Lansing, Michigan, desires to incorporate in order to limit the liability of its members, managers and volunteers in accordance with law and to provide a formal structure for its ongoing existence as an entity.

Therefore, the members of the MSURA hereby resolve as follows:

RESOLVED, that the formation of a Michigan non-profit membership corporation named the Michigan State University Retiree’s Association Inc. (MSURA Inc.), with membership identical to the membership of the existing MSURA, is approved, ratified and endorsed by the MSURA;

RESOLVED, that the assets of the MSURA, both tangible financial assets and intangible assets such as goodwill and name recognition, are transferred to the MSURA Inc.;

RESOLVED, that the President and Treasurer of the MSURA each are authorized to act as incorporators of MSURA Inc., to sign, deliver and file such documents and instruments as are necessary or convenient to evidence and implement the corporate form of the MSURA Inc., to effectuate the asset transfer authorized by the foregoing resolution, and to take such actions as are generally taken by incorporators to establish the initial governance structure of a nonprofit corporation; and

RESOLVED, that the By-laws in the form attached to this Resolution are approved, ratified and endorsed by the MSURA as the By-laws of the MSURA Inc.

STATE OF MICHIGAN )

) ss.

COUNTY OF INGHAM )

________________________, the Secretary of the unincorporated Michigan State University Retirees Association, hereby certifies that the foregoing is a true copy of resolutions duly adopted by the membership of the Association on May ___, 2010.

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Notary Public, Ingham County

My commission expires ____________________