SOSID: 1073511 Date Filed: 3/14/2016 Elaine F. Marshall North Carolina Secretary of State State of North Carolina €2016 062 01051 Department of the Secretary of State 200 AM ARTICLES OF DISSOLUTION BY DIRECTORS, MEMBERS, AND THIRD PERSONS FOR NONPROFIT CORPORATION Pursuant to §S5A-14-04 ofthe General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Dissolution forthe purpose of dissolving the corporation. 1. The name ofthe corporation is. Frionds of Queen Anne's Revenge, a Non-Proft Corporation 2. The names, ites, and addresses of the officers ofthe corporation are: Wendl Olver, President Stedman Stevens, Veo President {Geen Overton, Tessurer and Mike Phlps, Secretary, whose adress are 2400 Lennawlla oad, Seaulort, NC 20516. 3. The names and addresses ofthe directors ofthe corporation are: Wondi Olver, Stadman Stavens, Glenn Overton, Mike Philips, Gordon P. Watts, uf. Tom Kos, nd Leo Sykes, whose adress are 2400 Lanne Road, Beaufort NC 29516. 4, Attached i the plan of disolution a required by NCGS. §5SA-14.03. 5. The solution of the corporation was authorized onthe 8 day of November 2015 6. (Check a, b, and/or, c, as applicable.) 2. _¥_Approval of members was not required forthe dissolution, and the plan of dissolution was approved by a sufficient ‘vole ofthe board of directors. ', __Approval ofthe members was required forthe dissolution, and the plan of dissolution was approved as requited by (Chapter S3A ofthe North Carolina General Statutes. €. Approval of the dissoltion by some person or person other than the members orth board of directors was required pursuant to N.C.GS. §55A-14-02(a)(3), and such approval was obtained. 7. These articles will be effective upon fling unless a delayed date and/or time is specified ‘Thisthe 5% day of MACH 20 16 "Type or Print Nanye and Title Note: 1. Filing fees $15. This document and one exact or conformed copy of these articles must be filed withthe Secretary of Sta, (Revlsed January 2000) (Form N-06) ‘CORPORATIONS DIVISION P.O. BOX 29622 RALEIGH, NC 27626-0622PLANOF DISSOLUTION OF FRIENDS OF QUEEN ANNE'S REVENGE, ANON-PROFIT CORPORATION This Plan of Dissolution (the “Plan”) of the Friends of Queen Anne's Revenge, a Non-Profit ‘Corporation (the “Corporation”) has been unanimously adopted and approved by the Corporation’s Board. ‘of Directors effective November 3, 2015 (the “Eifective Date”). This Plan is intended to be and shall serve 8 the Corporation's Plan of Dissolution pursuant to and in accordance with N.C.G,S. § 55A-14-03, RECITALS: WHEREAS, the Board of Directors of the Corporation (the “Directors”) unanimously authorized the dissolution of the Corporation at a meeting of the Directors held on November 3, 2015; and WHEREAS, the Directors desire to effectuate the complete liquidation, termination and dissolution cof the Corporation pursuant to and in accordance with the terms hereof. NOW THEREFORE, the Directors hereby adopt the Plan as follows: 1. Dissolution, As promptly as practicable afer the Effective Date, the Corporation shall be dissolved in accordance with the laws of the State of North Carolina, 2, Cessation of Regular Activities. After the Effective Date, the Corporation shall not engage in any activities except for the purposes of collecting its assets, preserving the values ofits assets, adjusting and winding up its business and affairs, and distributing its assets in accordance with this Plan. The Directors and officers of the Corporation now in office shall continue in office solely for these purposes. 3. Payment of Liabilities. All known or ascertainable lisbiities and obligations of the Corporation shall be promptly paid or provided for before transfer or conveyance of any assets of the Corporation, The Corporation shall pay and discharge or make adequate provision for the payment and discharge of all debts, expenses, taxes and other liabilities of the Corporation. In addition, the Directors stall set aside an amount which i estimsted by the Directors to be necessary for winding up the affairs of the Corporation and the payment of expenses of dissolution, liquidation and termination of existence, and the distribution of assets. 4. Transfer of the Comoraton’s Assets. Any assets held by the Corporation upon condition requiring retum, transfer, or conveyance, which condition occurs by reason of the dissolution, shal ist be returned, transferred, or conveyed in accordance with such requirements. In accordance with the Articles of Incorporation of the Corporation, the remaining assets, if any, shall be transfered to the Friends of ‘North Carolina Maritime Museum, wich is exempt under Section 501(0)3) ofthe Internal Revenue Code, forthe sole purpose of excavation or conservation of Queen Anne's Revenge Artifhcts. 5. Intent to Completely Liquidate. This Plan is intended to accomplish the complete liquidation and dissolution of fhe Corporation in accordance with all applicable provisions of the North ‘Carolina General Statutes and section 501 (c)(3) ofthe Internal Revenue Code. 6 i thin the applicable time periods following the Effective Date, the ‘Corporation shall timely file all ofits final information returns with the Internal Revenue Service. 7. Power of the Board of Directors. The Directors and, if authorized by the Directors, one or more of the officers of the Corporation, shall have the authority to do or authorize any and all acts and ‘things as provided for inthis Plan and any and all such further acts and things as they may consider desirableto camry out the purposes of the Plan, including the execution and filing of all such certificates, documents, information returns, tax retums, and other documents which may be necessary or appropriate to implement the Plan. The Directors may authorize such variations from or amendments to the provisions ofthe Plan as may be necessary or appropriate to effectuate the dissolution, complete liquidation, and termination of existence ofthe Corporation, and the transfer or conveyance of its remaining assets in accordance with the Corporation's Articles of Incorporation and the laws of the state of North Carolina. The death, resignation, or other disability ofa Director or officer ofthe Corporation shall nt impair the authority of the surviving ‘or remaining Director(s) or officer(s to exereise any of the powers provided for inthis Plan, 8. Amendment or Termination of the Plan. The Directors may modify, amend, or abandon this Plan and the transactions contemplated hereby at any time after the Effective Date. 9. Execution in Counterparts. This Plan may be executed by the Directors in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument ‘This action is unanimously approved by the undersigned, effective as of November 3, 2015, DIRECTORS: Wore Wendi Oliver Stedman Stevens Glenn Overton Michael D. Phillips Gordon. Wats, I. Tom Kies Tee Sykes Being all the Directors ofthe Corporation ‘ND: 4829-2303-0829, v. 1to carry out the purposes ofthe Plan, including the execution and filing of all such certificates, documents, information returns, tax returns, and other documents which may be necessary or appropriate to implement ‘the Plan. The Directors may authorize such variations from or amendments to the provisions of the Plan as ‘may be necessary or appropriate to effectuate the dissolution, complete liquidation, and termination of existence of the Corporation, and the transfer or conveyance of its remaining assets in accordance withthe ‘Conporation’s Articles of Incorporation and the laws ofthe sate of North Carolina. The death, resignation, or other disability of a Director or officer of the Corporation shall not impair the authority of the surviving ‘or remaining Director(s) or officers) to exercise any ofthe powers provided for inthis Pian. 8, Amendment or Termination of the Plan. The Directors may modify, amend, or abandon this Plan and the transactions contemplated hereby at eny time after the Effective Date. Execution in Counterparts. This Plan may be executed by the Directors in several counterparts ach of wach sal be devel an orga, bu ell f which together sal cont oe ed the same instrument ‘This action is unanimously approved by the undersigned, effective as of November 3, 2015. DIRECTORS: ‘Stedman Stevens Glenn Overton ‘Michael D. Phillips Gordon. Wats, I TomKies Lee Sykes Being all the Directors of the Corporation ‘ND: 4829-2303-0829, v. 1{© carryout the purposes ofthe Pan, including the execution ad filing of all such centificates, documents information returns, tax returns, and other documents which may be necessary or appropriate to implement the Plan, The Directors may authorize such variations from or amiendments tothe rovisions ofthe Plan a8 ray be necessary of appropriate to effectuate the dissolution, complete liquidation, and termination of existence of he Corporation, andthe transferor conveyance ots remaining asses in accordance withthe Corporation's Antces of Incorporation and the laws of the state of North Caolina, ‘The death, resignation, or other disability ofa Director ot officer of the Corporation shall aot impair the authority of the surviving or rmaiing Director(s) or oficer(s) to exercise any of the powers provided for in this Pan 8. Amendment or Temmination of the Plan. The Directors may modify, amend, or abandon this Plan and the transactions contemplated hereby al any time after the Effective Date 9. —_Exsculion in Counterparts. This Plan may be executed by the Directors in several ‘counterparts, each of which shall be deemed an original, but ell of which together shall constitute one and ‘the same instrument ‘This action js unanimously approved by the undersigned, effective as of November 3, 2015. DIRECTORS: Wendi Oliver Michael. Philips Gordon. Watts, Tr Tee Sykes Being all the Directors of the Corporation ND: 4829-2303-0829, v. 1to cary out the purposes of the Plan, including the execution and filing of all such certificates, documents, ‘information returns tax returns, and other documents which may be necessry of appropiate to implement the Plan. The Directors may authorize such variations from or amendments tothe provisions of the Plan as may be necessary or appropriate to effectuate the dissolution, complete liquidetion, and termination of ‘exisience ofthe Corporation, and the transferor conveyance ofits remaining nsets in accordance with the CCorporation’s Articles of Incorporation and the laws ofthe state of North Carolia. The death, resignation, or other disability ofa Director or officer of the Corporation shall not impair the authority ofthe surviving ‘or remaining Director(s) or officer(s) to exercise any ofthe powers provided for inthis Plan. ‘Amendinen ot Temmination of the Plan. The Directors may modify, amend, or abandon ths Plan nd the an areona nae atone aha to ete Das 9. Execution in Counterparts. This Plan may be executed by the Directors in several ‘counterparts, each of which shall be decmed an original, but all of which together sball constitute one and the same instrument ‘This action is unanimously approved by the undersigned, effective as of November 3, 2015, DIRECTORS: Wendi Oliver ‘Sedinan Stevens Tomi Being al the Directors of the Corporation. ‘ND: 4829-2303-0829, v. 1to camry out the purposes of the Plan, including the execution and filing ofall such certificate, documents, information returns, tax returns, and other documents which may be necessary or appropriate to implement the Plan, The Directors may authorize such variations from or amendments to the provisions of the Plan as ‘may be necessary oF appropriate to effectuate the dissolution, complete liquidation, and termination of existence ofthe Corporation, and the transferor conveyance of its remaining assets in accordance with the Corporation’ Articles of Incorporation and the laws of the state of North Carolina. The death, resignation, ‘or other disability of @ Director or officer of the Corporation shall not impair the authority of the surviving or remaining Director(s) or officer(s) to exercise any ofthe powers provided for in this Plan 8. Amendment or Termination of the Plan. The Directors may modify, amend, or abandon this Plan and the transactions contemplated hereby at any time afte the Effective Date 9. Execution in Counterparts. This Plan may be executed by the Directors in. several ‘counterparts, each of which shall be deemed an original, but all of which together shall constitute one and ‘the same instrument This action is unanimously approved by the undersigned, effective as of November 3, 2015. DIRECTORS: Wendi Oliver ‘Stedman Stevens Giean Overton Michael D. Phillips (Beene wns oom OF GEN INES EEE Gordon P. Wats, Jr TomKies TeeSykes ‘Being all the Directors of the Corporation ‘ND: 4829-2303-0829, v. 1to carry out the purposes of the Plan including the execution and filing of all such certificates, documents, information recurs, wx returas, and other documents which may be necessary ot appropriate to implement the Plan. The Directors may authorize such variations from or amendments tothe provisions of the Plan as rmgy be necessary or appropriate to effectuate the dissolution, complete liquidation, and termination of existence of the Corporation, and the transfer or conveyance of its remaining assets in accordance with the Corporation's Anticles of Incorporation and the laws of the state of North Caroling. The death resignation, or other disability of s Director or officer of the Corporation shall not impair the authority of the surviving ‘or remaining Director(s) or officers) to exercise ny of the powers provided for in this Plan. 8. Amendment or Termination of the Pian. The Directors may modify, amend, or abandon ‘his Plan andthe transactions contemplated hereby at anytime after the Effective Date 2 9. Execution in Counterparts. This Plan may be executed b} the Directors in several counterparts, each of which shall be deemed an origina, but all of which together shall constitute one and. the sume instrument ‘This action is unanimously epproved by the undersigned, effective as of November 3, 2015, DIRECTORS: ‘Wendi Oliver ‘edman Stevens ‘Glenn Overton ‘Michael D. Philips ‘Gordon P. Watts, i. 7.5 TomKies Tee Sykes Being all the Directors ofthe Corporation ND: 4829-2303-0829, v. 1Ansa cath cron ft Pi inet he sin td ing fa suk petal ee eee aye tay authorize sch vartatni fr wr amensbnents to ie piss of he Ma as at en fe mck oenplete qe. atl Ysrsioution of i