Business ID: Vermont Secretary of State ARTICLES OF INCORPORATION of a Vermont Close Corporation PLEASE RETURN ACKNOWLEDGEMENT TO: (REQUIRED - NAME AND ADDRESS) NAME ADDRESS Processed by: FOR OFFICE USE ONLY THIS DOCUMENT MUST BE TYPEWRITTEN OR PRINTED (11A V.S.A. § 1.20) PLEASE REVIEW INSTRUCTIONS PAGE BEFORE BEGINNING ARTICLE 1. BUSINESS NAME REQUIRED - PROFESSIONAL CORPORATION ­ NAME MUST INCLUDE A CORPORATE IDENTIFIER SUCH AS "PC, "PA," LTD," OR "SC" ­ SEE INSTRUCTIONS PAGE FOR COMPLETE LIST OF OPTIONS - ALL OTHERS - NAME MUST INCLUDE IDENTIFIER SUCH AS "CORP," "INC," "CO," OR "LTD."- SEE INSTRUCTIONS PAGE FOR COMPLETE LIST OF OPTIONS CORPORATE NAME: ARTICLE 2. a. BUSINESS INFORMATION: CORPORATION TYPE: This corporation is a Close Corporation in accordance with 11A V.S.A. Chapter 20. SELECT ANY ADDITIONAL SUBTYPE THAT APPLIES: This corporation is also a Professional Corporation in accordance with 11 V.S.A. Chapter 4 IF-SELECTED: MUST ENCLOSE PROFESSIONAL LICENSE(S) WITH THIS DOCUMENT This corporation is also a Workers' Cooperative Corporation in accordance with 11 V.S.A. Chapter 8 This corporation is also a Benefit Corporation in accordance with 11A V.S.A. Chapter 21 (1) The initial Benefit Director shall be: IF BENEFIT CORP. SELECTED: b. FISCAL YEAR END MONTH: OPTIONAL - DECEMBER IS DEFAULT FISCAL YEAR END IF NO ENTRY MADE. - ANNUAL REPORTS ARE DUE EACH YEAR WITHIN THE FIRST 2.5 MONTHS FOLLOWING THE FISCAL YEAR END ON RECORD WITH SECRETARY OF STATE. c. BUSINESS DESCRIPTION: REQUIRED ­ NAICS CODE (PREFERRED) OR BRIEF STATEMENT OF PRIMARY SERVICES TO BE PROVIDED BY THIS CORPORATION - CLOSE PROFESSIONAL CORPORATIONS: REQUIRED ­ MUST INCLUDE PROFESSIONAL SERVICE PROVIDED - CLOSE BENEFIT CORPORATIONS: REQUIRED ­ MUST INCLUDE ONE OR MORE SPECIFIC PUBLIC BENEFITS IN ACCORDANCE WITH 11A V.S.A. § 21.08. BUSINESS DESCRIPTION: d. BUSINESS E-MAIL ADDRESS: OPTIONAL ARTICLE 3. a. INITIAL PRINCIPAL BUSINESS OFFICE: REQUIRED - PRIMARY LOCATION WHERE BUSINESS WILL BE CONDUCTED UNDER THIS BUSINESS NAME, OR PRIMARY LOCATION WHERE BUSINESS RECORDS WILL BE KEPT. PHYSICAL STREET ADDRESS: NO PO BOX City/Town: Country: State/Province: ZIP/Postal Code: - b. MAILING ADDRESS: City/Town: Country: State/Province: ZIP/Postal Code: - ARTICLE 4. a. b. INITIAL REGISTERED AGENT REQUIRED. NAME: PHYSICAL ADDRESS: AGENT'S NORMAL LOCATION DURING REGULAR BUSINESS HOURS. Street Address: NO PO BOX City/Town: State: VT VT ZIP: - c. MAILING ADDRESS: City/Town: State: ZIP: American LegalNet, Inc. www.FormsWorkFlow.com d. EMAIL: 11A V.S.A. § 20.02 (REV. 07/01/15) DIVISION OF CORPORATIONS Page 1 of 2 FORM CORP-1(C) CORPORATION REGISTRATION (CLOSE) This page intentionally left blank. (Reverse of Page 1 of 2) American LegalNet, Inc. www.FormsWorkFlow.com Vermont Secretary of State ARTICLES OF INCORPORATION of a Vermont Close Corporation ARTICLE 5. CAPITAL STOCK PROVISIONS REQUIRED. a. AMOUNT OF CAPITAL STOCK authorized to be issued: REQUIRED. (1) The number of shares into which Capital Stock is divided: (2) The total par value: $ b. DIVISION OF CAPITAL STOCK REQUIRED ­ SELECT ONE (1) OF THE FOLLOWING. The capitol stock will not be divided into more than one class; all shares will have unlimited voting rights, and equal receipt of net assets upon dissolution. The capital stock will be divided as follows into the following classes: (1) Preferred: (2) Common: Shares; Shares; (3) Other : Shares (4) The following class(es) of shares will (together) have unlimited voting rights: (5) The following class(es) of shares together is/are entitled to receive the net assets of the corporation upon dissolution: c. d. e. f. g. All of the corporation's issued and outstanding stock of all classes shall be held of record by not more than a specified number of persons, not exceeding 35. Each certificate for shares shall conspicuously note the fact that the corporation is a close corporation. Each certificate for shares shall conspicuously note the following provisions or state that the following provisions exist and that the corporation will furnish to any shareholder upon request and without charge, a full statement of such provisions. The corporation shall make no offering of any of its shares of any class which would constitute a "public offering" within the meaning of the United States Securities Act of 1933 (15 U.S.C. § 77a et seq.); All of the corporation's issued and outstanding shares of all classes shall be represented by certificates and shall conform in form and content to the requirements of 11A V.S.A. § 6.25. ARTICLE 6. INCORPORATOR REQUIRED. NAME: Address: City/Town: Country: State/Province: ZIP/Postal Code: - ARTICLE 7. MANAGEMENT REQUIRED ­ SELECT ONE (1) OF THE FOLLOWING This corporation shall operate without a board of directors; and as such, in accordance with 11A V.S.A. § 20.08: a. all corporate powers shall be exercised by or under the authority of the shareholders; b. the business and the affairs of the corporation shall be managed under the direction of the shareholders; and c. the liability normally vested in directors by law under 11A V.S.A. § 8.03 is hereby imposed upon the shareholders. This corporation shall operate with a board of directors in accordance with 11A V.S.A. § 8.03; as such, the initial director(s) shall be: NAME: Address: City/Town: Country: CHECK IF APPLICABLE: State/Province: ZIP/Postal Code: - This corporation has more than one (1) initial director and/or officers. IF SELECTED - MUST ATTACH A COMPLETE LIST OF ADDITIONAL PRINCIPALS. ARTICLE 8. DELAYED EFFECTIVE DATE OPTIONAL CERTIFICATION OF DOCUMENT: REQUIRED I hereby certify, under penalty of law, (11A V.S.A. § 1.29 and 13 V.S.A. Ch. 65), as the incorporator listed above, that the above information is accurate; and that this document is provided in duplicate with a check or money order made payable to "VT SOS" in the amount of $125.00. Signature of Incorporator Date PLEASE REVIEW INSTRUCTIONS PAGE BEFORE FILING. American LegalNet, Inc. www.FormsWorkFlow.com MAY BE POST-DATED UP TO 90 DAYS FROM DATE OF RECEIPT 11A V.S.A. § 20.02 (REV. 07/01/15) DIVISION OF CORPORATIONS Page 2 of 2 FORM CORP-1(C) CORPORATION REGISTRATION (CLOSE) Vermont Secretary of State ARTICLES OF INCORPORATION of a Vermont Close Corporation SUBMISSION INSTRUCTIONS a. This form must be filed in duplicate (1 original + 1 copy ­or-- 2 originals) with a check or money order, payable to "VT SOS," in the amount of $125.00, and a self-addressed stamped envelope. b. This form can