PALOMINAS COMMUNITY ALLIANCE, INC.
(Note: specific home addresses of the listed directors in this document have been excluded from this copy)

ARTICLES OF INCORPORATION AS A NON-PROFIT ORGANIZATION

The undersigned, all of legal age, desiring to form a non-profit corporation under Title 10, Chapter 5 of the Arizona Revised Statutes, hereby adopt the following Articles of Incorporation and certify:

ARTICLE I -- NAME

The name of this corporation shall be PALOMINAS COMMUNITY ALLIANCE, INC.

ARTICLE II -- PURPOSE

The purpose for which the corporation is organized is to promote the general welfare of the Palominas, Arizona community to which will include the following:

(a)   An open forum for the discussion and exchange of ideas and information to benefit the community;

(b)  To support community development;

(c)   To encourage community members to participate in planning for programs which meet the economic and social needs of Palominas;

(d)  To act as liaison with, and in cooperation with local businesses and organizations;

(e)  To maintain records and other data concerning the Palominas community.

ARTICLE III -- TAX EXEMPT STATUS

(a)   No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, trustees, directors, officers, or other private persons, except that the corporation shall be authorize and empowered to pay reasonable compensations for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Articles of Incorporation.  No substantive part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislations and the corporation shall not participate in, or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

(b)   Anything contained in these Articles of Incorporation to the contrary notwithstanding, the corporation shall not carry on or otherwise engage in any activities not permitted to be carried on or engaged in by (i) a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, as amended, or any corresponding section of any future tax code; (ii) a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, as amended, or any corresponding organized and existing under the Arizona Nonprofit Corporation Code.

ARTICLE IV -- DISSOLUTION

In the event of the dissolution of liquidation of this corporation, to the extent allowed or permitted under applicable laws, after paying or making provision for the payment of all of the liabilities of the corporation, the Board of Directors shall dispose of all its assets exclusively for the purposes of the corporation in such a manner, or to such organizations organized and operated exclusively for charitable, educational, community development, or scientific purpose as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the internal Revenue Code, or the corresponding provision of any future United States Internal Revenue Laws, as the Board of Directors shall determine.  In the event that any assets are not disposed of in accordance with the provisions of these Articles of Incorporation, or that the corporation shall fail to act within a reasonable time in the manner provided in these Articles of Incorporation, the Court of Cochise County shall, upon application of one or more persons having a real interest in the corporation or its assets, make such distribution(s) as provided in these Articles of Incorporation.

ARTICLE V -- INDEMNIFICATION

The power of indemnification under the Arizona Revised Statutes shall not be denied or limited by the By-Laws.

ARTICLES VI -- STATUTORY AGENT

The name and address of the initial Statutory Agent of the corporation is Joe Petroksi, (specific address excluded from this copy) Palominas, AZ 85615.

ARTICLE VII -- MEMBERSHIP

The qualifications and rights o the membership shall be as set forth in the By-Laws, including dues and voting rights.

ARTICLE VIII -- PLACE OF BUSINESS

The initial place of business shall be morning Star Café, 10428 E. Highway 92, Palominas, AZ 85615.

ARTICLE IX -- BOARD OF DIRECTORS

There shall be not less than three (3) directors.  The names and addresses of the persons who are to serve as directors until the first annual meeting of directors or unit their successors are elected and qualified as provided in the By-Laws of the corporation, are as set forth below:

Joe Petroski

Palominas, AZ 85615

Tommy Stoner

Palominas, AZ 85615

Terrie Turner

Palominas, AZ 85615

Hope Wiltfong

Palominas, AZ 85615

Christine Livengood

Palominas, AZ 85615

Additional directors may be provided for in the By-Laws of the corporation.

ARTICLE X -- INCORPORATORS

The names and addresses of the incorporators are:

Joe Petroski

Palominas, AZ 85615

Tommy Stoner

Palominas, AZ 85615

IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of Arizona, we the undersigned, being the incorporators of this corporation, have executed these Articles of Incorporation this 6^th day of February, 2002.

____________________

JOE PETROSKI 

____________________

TOMMY STONER

To:           ARIZONA CORPORATION COMMISSION

          Attention: Incorporation

          402 West Congress

          Tucson, AZ 85701

Re:          PALOMINAS COMMUNITY ALLIANCE

          I, JOE PETROSKI, having been designated to act as Statutory Agent, hereby consent to act in that capacity until removal or resignation is submitted in accordance with the Arizona Revised Statutes.

_______________________

JOE PETROSKI

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These merchants, individuals, families, and friends of Palominas daily reflect our community pride!