ARTICLES OF INCORPORATION OF ACTION 22 FOUNDATION KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned, for the purpose of forming a non-profit corporation under and pursuant to the provisions of Articles 121-137, of Title 7, Colorado Revised Statutes, as amended, do hereby adopt the following Articles of Incorporation. ARTICLE I: NAME The name of this corporation shall be “Action 22 Foundation, Inc.”, a non-profit corporation for the southern Colorado counties located east of the Continental Divide. The address of the principal office of the corporation is 503 N Main Suite 310, Pueblo, CO 81003. ARTICLE II: REGISTERED OFFICE The name of the original registered agent is Catherine A Garcia. The address of the initial registered agent’s office is 503 N Main Suite 310, Pueblo, CO 81003. The signature of the registered agent consenting to such appointment is continued in Article IV of these Articles. ARTICLE III: OBJECTS AND PURPOSE The objects and purpose of the organization shall be: Section 1. To serve in a supporting relationship to Action 22, Inc., with the primary role of providing information, education and training through programs, workshops, projects and forums to the citizens in the following counties: Alamosa, Baca, Bent, Chaffee, Cheyenne, Conejos, Costilla, Crowley, Custer, El Paso, Fremont, Huerfano, Kiowa, Las Animas, Mineral, Saguache, Otero, Park, Prowers, Pueblo, Rio Grande, and Teller. Section 2. To support, encourage and provide programs and workshops to educate the Action 22 region with leadership training. Section 3. To advance the commercial, economic, and agricultural interests of the Action 22 region through training and educational programs and projects. Section 4. To sponsor debates, forums, and discussions to educate voters on candidates and/or issues affecting the State. ARTICLE IV: DIRECTORS The management of said corporation shall be vested in a Board of Directors made of one representative from each of the five (5) Action 22 regions and three (3) at large 1 members, one of whom will be the immediate past chair. In addition, the immediate Chair-elect of the Action 22 Board of Directors shall serve as a voting member of the Board. The regions are as follows: San Luis Valley Region: Alamosa, Conejos, Costilla, Mineral, Rio Grande, Saguache Upper Arkansas Valley Region: Chaffee, Custer, Fremont, Pueblo. Lower Arkansas Valley Region: Baca, Bent, Cheyenne, Kiowa, Prowers North Front Range Region: El Paso, Park, Teller South Front Range Region: Crowley, Huerfano, Las Animas, Otero The names and addresses of the initial Board of Directors who shall serve during the first year of existence of this corporation and until their successors are elected and qualified as follows; and, the following are also the names and address of the incorporators: Region Directors/Incorporators San Luis Valley Annajo Sanchez 1919 Main Street, Alamosa, CO 81101 Upper Arkansas Valley Emily Tracy 612 N 11th Street, Canon City, CO 81212 Lower Arkansas Valley Janet Frederick PO Box 250, Eads, CO 81036 North Front Range Marc Dettenrieder PO Box 191, Victor, CO 80860 South Front Range Edi Sheldon 400 Main Street, Walsenburg, CO 81089 At Large Doug Moss PO Box 207, Fowler, CO 81039 At Large ARTICLE V: VOTING MEMBERS The corporation shall have no members. The voting power for defined purposes shall rest with the Board of Directors. ARTICLE VI: NON-PROFIT This corporation has no capital stock, is not formed for profit and is a corporation which does not contemplate pecuniary gain, profit or dividends to or for the directors thereof and is an organization organized and operated exclusively for the objects and purposes stated in Section 1 of Article II hereof. No part of the net earnings, if any shall inure to the benefit of any director or individual. ARTICLE VI: DISSOLUTION AND COPIES 1. Procedure: The Corporation may be dissolved and its affairs settled in accordance with the 2 applicable laws of the State of Colorado provided, however, that (a) members be given sixty (60) days written notice of the meeting of the Board of Directors to consider the dissolution of the Association and that (b) a resolution of dissolution only be adopted upon receiving the affirmative vote of two-thirds of the Board of Directors. 2. Distribution of Surplus: The Corporation is not organized for profit, and no part of the net earnings or assets of the Corporation shall inure to the benefit of any private individual. In the event of liquidation or dissolution of the Corporation, the balance of all money and other property received by the Corporation from any source, after payment of all debts and obligations of the Corporation, shall be used or distributed exclusively to a non-profit organization with a similar mission as stated in Article III and determined by the Board of Directors. The Secretary of State may send a copy of this form as completed for filing to the following address: Catherine A Garcia, 503 N Main Suite 310, Pueblo, CO 81003. In witness thereof, the Directors and Incorporators as named in Article IV above, and whose address for the purposes of this corporation is 503 N Main Suite 310, Pueblo, CO 81003, have executed these Articles of Incorporation on the dates set forth below: ________________________________________ Annajo Sanchez, San Luis Valley Date_________________________ ________________________________________ Emily Tracy, Upper Arkansas Valley Date_________________________ ________________________________________ Marc Dettenrieder, North Front Range Date_________________________ ________________________________________ Edi Sheldon, South Front Range Date_________________________ ________________________________________ Janet Frederick, Lower Arkansas Valley Date_________________________ ________________________________________ Doug Moss, At Large Date_________________________ ________________________________________ Date_________________________ Signature and consent of the registered agent: ________________________________________ Catherine A Garcia Date_________________________ The following individual is causing the document to be delivered for filing with the Colorado Secretary of State. Cathy Garcia, Executive Director 3 Action 22 Foundation, Inc. PO Box 4097 Pueblo, CO 81003 1.719.560.9897 fax: 1.719.546.1558 Adopted January 16, 2004 Amended April 7, 2004 Amended July 19, 2005 4