Articles of Incorporation

Articles of Incorporation

_______________

Registry No.

 

RESTATED ARTICLES
OF INCORPORATION

OF

KAGYU CHANG CHUB
CHULING CHURCH CORPORATION

 

Pursuant to the provisions of the Oregon
Nonprofit Corporation Act (the “Act”), the undersigned corporation adopts the
following Restated Articles of Incorporation, which supersede the existing
articles of incorporation and all amendments thereto:

 

ARTICLE I

Name, Duration and
Classification

 

The name of this corporation is Kagyu Chang Chub
Chuling, and its duration shall be perpetual. The corporation shall be a
religious corporation within the meaning of the Act.

 

ARTICLE II

Purposes and
Restrictions

 

2.01 The purpose for which the corporation is
organized is to operate a Buddhist Church.

 

2.02 This corporation is organized and shall
operate exclusively for religious, charitable and educational purposes within
the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, the regulations promulgated thereunder, and the corresponding
provisions of any future federal income tax laws (the “Code”).

 

2.03 No part of the benefit earnings of the
corporation shall inure to the benefit of, or be distributable to its members,
directors, officers or other private persons; provided however, that the
corporation shall be authorized and empowered to provide reasonable
compensation for services rendered and to make distributions and payments in
furtherance of the purposes of this corporation.

 

2.04 No substantial part of the activities of
the corporation shall consist of carrying on of propaganda or otherwise
attempting to influence legislation, except to the extent permissible under
Section 501(h) of the Code. The corporation shall not participate in, or
intervene in (including the publishing or distribution of any 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 activiites 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 decuctible under
170(c)(2) of the Internal Revenue Code, or the corresponding section of any
future federal tax code.

 

2.05 In futherance of the foregoing purposes and
subject to the above limitations, this corporation shall have all the powers
conferred upon nonprofit corporations under the Act.

 

ARTICLE III

Nonmembership

 

There shall be no members of the Corporation.
The management of this corporation shall be shared by the Board of Directors,
the Spiritual Director, the Resident Lama, and the Program Council in the
manner set forth in the bylaws of this corporation.

 

ARTICLE IV

Indemnification and
Advancement of Expenses

 

To the fullest extent permitted by the current
or future law, the corporation shall indemnify any director or officer of the
corporation made a party to a proceeding because the person is or was a director
or an officer of the corporation against liability incurred in that proceeding.

 

ARTICLE V

Liability of
Directors

The
personal liability of each member of the Board of Directors and each
uncompensated officer of the corporation, for monetary or other
damages, for conduct as a director or officer shall be eliminated to
the fullest extent permitted by current or future law.

 

ARTICLE VI

Dissolution

 

Upon dissolution of the corporation, assets,
remaining after payment, or provision for payment of all debts and liabilities
of this corporation shall be distributed to one or more organizations or
institutions which are organized and operated for religious, charitable or
educational purposes and which have established tax exempt status under Section
501(c)(3) of the Code.

 

 

DATED this 15th day
of October, 2000

 

KAGYU
CHANG CHUB CHULING CHURCH CORPORATION

 

 

By

Eric
Triebelhorn, President

 

By

Yvette
Johnson, Secretary