Articles of Incorporation - NonprofitSecretary of State - Corporation Division - 255 Capitol St. NE, Suite 151 - Salem, OR 97310-1327 - sos.oregon.gov/business - Phone: (503) 986-2200 In accordance with Oregon Revised Statute 192.410-192.490, the information on this application is public record.We must release this information to all parties upon request and it will be posted on our website. For office use only REGISTRY NUMBER:Please Type or Print Legibly in Black Ink. Attach Additional Sheet if Necessary.1. NAME OF CORPORATION: 2. REGISTERED AGENT: (Individual or entity that will accept legal service for this business)3. REGISTERED AGENT'S PUBLICLY AVAILABLE ADDRESS: (Must be an Oregon Street Address, which is identical to registered 4. ADDRESS WHERE THE DIVISION MAY MAIL NOTICES: 8. INDEMNIFICATION:The corporation elects to indemnify its directors, officers, employees, agents for liability and related expenses under ORS 58.185 or 60.387 - 60.414. 12. EXECUTION/SIGNATURE OF EACH PERSON WHO IS FORMING THIS BUSINESS: (Incorporator) I declare as an authorized signer, under penalty of perjury, that this document does not fraudulently conceal, obscure, alter, or otherwise misrepresent the identity of any person including officers, directors, employees, members, managers or agents. This filing has been examined by me and is, to the best of my knowledge and belief, true, correct and complete. Making false statements in this document is against the law and may be penalized by fines, imprisonment, or both. Printed Name: Title: CONTACT NAME: (To resolve questions with this filing) PHONE NUMBER: (Include area code) FEES Required Processing Fee $50 Processing Fees are nonrefundable. Please make check payable to "Corporation Division". Free copies are available at sos.oregon.gov/business using the Business Name Search program.Articles of Incorporation - Nonprofit (2/19) OPTIONAL PROVISIONS: (Attach a separate sheet if necessary.) SEE ATTACHEDagent's office.) Signature:9. WHO IS FORMING THIS BUSINESS? (INCORPORATORS) List names and addresses of each incorporator. Attach a separate sheet if necessary.5. TYPE OF CORPORATION: PUBLIC BENEFIT MUTUAL BENEFIT RELIGIOUS YES6. WILL THE CORPORATION HAVE MEMBERS? NOORS 65.001(28)(a) "Member" means any person or persons entitled, pursuant to a domestic or foreign corporation's articles or bylaws, without regard to what a person is called in the articles or bylaws, to vote on more than one occasion for the election of a director or directors.(b) A person is not a member by virtue of any of the following rights the person has: (A) As a delegate: (B) To designate or appoint a director or directors; (C) As a director; or (D) As a holder of an evidence of indebtedness issued or to be issued to the corporation. (c) Notwithstanding the provisions of paragraph (a) of this subsection, a person is not a member if the person's membership rights have been eliminated as provided in ORS 65.164 or 65.167. LIST INITIAL PRESIDENT AND SECRETARY NAMES AND ADDRESSES (MAY BE REQUIRED BY YOUR BANK) 11. INITIAL SECRETARY (Name and Address) 10. INITIAL PRESIDENT (Name and Address) 7. DISTRIBUTION OF ASSETS UPON DISSOLUTION: American LegalNet, Inc. www.FormsWorkFlow.com NONPROFIT CORPORATION TYPE - Article 5 PLEASE READ CAREFULLY Nonprofit corporations are required to be classified in one of three categories. For most nonprofit corporations, the following tests apply: 1. "Religious" corporation means a corporation which is organized primarily or exclusively for religious purposes. These corporations may be tax-exempt under 501(c)(3). 2. "Public benefit" corporation means a corporation which: (a) is tax exempt under section 501(c)(3) of the Internal Revenue Code or is organized for a public or charitable purpose; (b) on dissolution must distribute its assets to an organization organized for public or charitable purpose, to a religious corporation, to the United States, to a state or to an organization which is tax exempt under section 501(c)(3) of the Internal Revenue Code; and (c) does not come within the definition of religious corporation. 3. "Mutual benefit" corporation means a corporation which is organized to provide benefits for their members or a small group of people, and does not come within the definition of public benefit or religious corporation. These corporations are not tax-exempt under 501(c)(3), but may be tax-exempt under some other section of law. DISTRIBUTION OF ASSETS ON DISSOLUTION - Article 7 If you plan to submit a separate filing to the IRS to qualify for 501(c)(3) status Do you want to adopt the IRS recommended language for distribution of assets upon dissolution to qualify for 501(c)(3) status?(See the following page) If NO, and you are organized as a public benefit nonprofit corporation, you must give your assets to another public benefit corporation when you dissolve. Name that charity in Article 7: Upon the dissolution of the organization, assets shall be distributed to . If YES, in Article 7 write, "See attached" and attach the PUBLIC BENEFIT 501(c)(3) INFORMATION language on the following page to the articles of incorporation form. American LegalNet, Inc. www.FormsWorkFlow.com Article 7 - PUBLIC BENEFIT 501(c)(3) INFORMATION The purpose or purposes for which the corporation is organized are as follows: Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. American LegalNet, Inc. www.FormsWorkFlow.com