RESOLUTION OF THE PHILADELPHIA BAR ASSOCIATION DISSOLVING THE INTERNATIONAL HUMAN RIGHTS FUND

WHEREAS, on November 24, 1987, the Board of Governors of the Philadelphia Bar Association adopted a resolution which, along with other directives, resolved that the Association would "initiate a fund-raising campaign to support those groups and organizations dedicated to establishing equal justice and opportunity in South Africa through the protection of the civil rights of all South Africans"; and

WHEREAS, a fund was created to carry out the intent of the November 1987 resolution; and,

WHEREAS, a non-profit corporation was incorporated named the Pennsylvania Human Rights Fund (PHRF); and

WHEREAS, on February 1, 1989 an application was filed with the Internal Revenue Service seeking exemption for the PHRF under Internal Revenue Code ยง501(c)(3); and

WHEREAS, on April 27, 1989 the Board of Governors approved a resolution which ratified the formation of the Pennsylvania Human Rights Fund and authorized the preparation of appropriate bylaws and the selection of PHRF officers; and

WHEREAS, on March 22, 1990 the Board of Governors adopted a resolution amending the April 27, 1989 resolution, renaming the fund to the Philadelphia Bar Association International Human Rights Fund (IHRF) and providing for staggered terms of office; and

WHEREAS, bylaws of the IHRF were approved on May 17, 1993 setting forth the purpose of the organization as: "to provide, in the United States and overseas, education, financial support, grants for programs, scholarships or fellowships, legal advice and services and other assistance, directly or indirectly, to members of the legal profession, including lawyers and judges, as well as other persons; to promote the protection and preservation of human rights, freedom from political persecution, the strengthening and development of equitable and just legal systems, the investigation of human rights violations, wherever such violations may occur."; and,

WHEREAS, the IHRF was at one time an operating entity, it has been inactive in the past several years; and

WHEREAS, there are corporate formalities required for the IHRF to continue in existence, including the filing of tax returns; and,

WHEREAS, the most recent financial audit of the Philadelphia Bar Association included a suggestion from the auditor that the IHRF be liquidated and dissolved due to the recent years of inactivity.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Governors of the Philadelphia Bar Association hereby authorizes the liquidation of the Philadelphia Bar Association International Human Rights Fund.

AND BE IT FURTHER RESOLVED, that the funds currently in IHRF accounts be distributed to the Philadelphia Bar Foundation.

AND BE IT FURTHER RESOLVED, that the Philadelphia Bar Foundation will restrict the distribution of these funds to those organizations whose mission meets the purpose of IHRF as noted above.

BE IT FURTHER RESOLVED, that after the distribution of funds to the Philadelphia Bar Foundation, the Philadelphia Bar Association International Human Rights Fund will be dissolved as a corporation.

BE IT FURTHER RESOLVED, that the Chancellor, the other officers and the staff of the Association are authorized to file necessary documents and take other actions that, in the judgment of any of them, are necessary to carry out the intent of this Resolution.

PHILADELPHIA BAR ASSOCIATION
BOARD OF GOVERNORS
ADOPTED: April 22, 2003