Resolution of April 16, 1993

WHEREAS, the Tennessee General Assembly has enacted the Tennessee Nonprofit Corporation Act, effective January 1, 1988; and

WHEREAS, the Synod of the Red River, Presbyterian Church (USA) (hereinafter "Synod of the Red River") has indicated its intention to withdraw from its relationship with the College; and

WHEREAS, the Synod of the Mid-South has changed its name to the Synod of Living Waters, Presbyterian Church (USA), Inc. (hereinafter "Synod of Living Waters"); and

WHEREAS, the Board of Trustees desires to amend and restate the corporation's Charter in order to ensure compliance with the Tennessee Nonprofit Corporation Act, and to reflect the withdrawal of the Synod of the Red River and the change of the name of Synod of the Mid-South to Synod of Living Waters, and to make certain other changes.

NOW, THEREFORE, the Board hereby adopts the following Resolution:

RESOLVED, that the Amended and Restated Charter of Rhodes College set forth below, having been presented to and reviewed by the Board, be, and it is hereby, approved and recommended by the Board, and shall be submitted for approval to the Synod of Living Waters, and upon the consent of said Synod shall become final.

FURTHER RESOLVED, that the Board hereby directs that the Amended and Restated Charter be filed with the appropriate government or other offices and that the officers of Rhodes College be, and they are hereby, authorized to execute and file said Amended and Restated Charter, along with any other documents incidental thereto, with the Secretary of State of Tennessee and to take any and all actions necessary or appropriate to properly amend and restate the Charter as set forth above.

Witness my hand as Secretary, and the seal of this Organization, this date.

Dated: April 16, 1993
RHODES COLLEGE
By: Kenneth F. Clark, Jr., Secretary

Amendments to this information requires approval of the Rhodes Board of Trustees.