Department of Commerce, Community, and Economic Development Division of Corporations, Business, and Professional Licensing Corporations Section PO Box 110808 Juneau AK 99811-0808 ARTICLES OF INCORPORATION Cooperative Corporation The undersigned natural person(s) of the age of 18 years or more, acting as incorporator(s) of a corporation under the Alaska Cooperative Corporations Act (AS 10.15) hereby executes the following document and sets forth: Article 1. Name of the Cooperative: Article 2. The period of duration, which may be perpetual: Article 4. Check the appropriate box: Article 3: The purpose for which the Cooperative is organized: The cooperative is organized without membership stock. The cooperative is organized with membership stock. Amount of Membership Fee List the limitations, if any, on transfer of a membership: Article 5. If there are authorized shares complete the information below: # of Authorized Shares Class Series Par Value # of Authorized Shares Class Series Par Value If more than one class is authorized, list the designation, preferences, limitations and relative rights of each class: 08-407 (Rev. 7/06) alh 1 American LegalNet, Inc. www.FormsWorkflow.com Article 6. List which class of stock, if any, are membership stock, and the limitations upon transfer, if any, applicable to the classes of membership stock: Article 7. List any limitation of the right to acquire or recall stock: Article 8. State the basis of distribution of assets in the event of dissolution or liquidation: Article 9. Initial Registered Agent Name and Address: Name: Mailing Address: Physical Address if Mailing Address is a Post Office Box: City: AK ZIP Code: Article 10. Name and mailing address of the initial board of directors that will serve until the first annual meeting of the members or until their successors are elected and take office. There must be at least three initial directors. Name: Mailing Address: City: State: ZIP Code: Name: Mailing Address: City: State: ZIP Code: Name: Mailing Address: City: State: ZIP Code: 08-407 (Rev. 7/06) alh 2 American LegalNet, Inc. www.FormsWorkflow.com Article 11: Name and mailing address of three incorporators. Printed Name: Signature: Mailing Address: City: State: State: ZIP Code: State: Printed Name: ZIP Code: ZIP Code: Signature: Mailing Address: City: Printed Name: Signature: Mailing Address: City: Signed by the incorporator or incorporators this day of , 20 . Attach additional pages for continuation of previous article and/or additional articles. Please indicate which article you are continuing and/or insert any desired additional provisions authorized by the code by adding additional articles here (see optional provisions in the instructions). If you have specific legal questions or concerns about this filing, you are strongly advised to consult an attorney or other professional to assist you. Mail the Articles of Incorporation and the $250.00 filing fee (in U.S. dollars) to: State of Alaska Corporations Section PO Box 110808 Juneau AK 99801 For additional information or forms please visit our web site at: www.corporations.alaska.gov 08-407 (Rev. 7/06) alh 3 American LegalNet, Inc. www.FormsWorkflow.com If you need assistance in completing your articles of incorporation, it is advised that you seek legal counsel. The articles may include additional provisions, not inconsistent with law, for the regulation of the internal affairs of the cooperative, including any provision which under this chapter is required or permitted to be set forth in the bylaws. A provision required or permitted in the bylaws has equal force and effect if stated in the articles. Whenever a provision of the articles is inconsistent with a bylaw, the articles control. In addition to the matters required to be set out in the articles of incorporation, the articles of incorporation may also contain a provision eliminating or limiting the personal liability of a director to the corporation or its members for monetary damages for the breach of fiduciary duty as a director. The articles of incorporation may not eliminate or limit the liability of a director for (1) a breach of a director's duty of loyalty to the corporation; (2) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (3) willful or negligent conduct involved in the payment of dividends or the redemption of stock from other than lawfully available funds; or (4) a transaction from which the director derives an improper personal benefit. Alaska Corporation Net Income Tax Every corporation earning gross income from sources within the state, except for those corporations that are specifically exempted, must file a corporation net income tax return. A corporation may elect to file a consolidated Alaska return with its affiliates. The Alaska return is due 30 days after the due date of the Federal Tax Return. The tax due must be paid by the 15th day of the third month following the close of the tax year. Form 04-611 is the prescribed form on which the Alaska Corporation Net Income Tax is to be reported for most corporations. However, those corporations engaged in oil and gas production or pipeline transportation must use Form 04-650. The forms may be obtained by contacting the Alaska Department of Revenue, Tax Division, P.O. Box 110420, Juneau, Alaska, 99811-0420, Telephone (907) 465-2320. 08-407 (Rev. 7/06) alh 4 American LegalNet, Inc. www.FormsWorkflow.com