ARTICLES OF INCORPORATION

OF A TAX-EXEMPT
Pursuant to A.R.S. 10-3202
(Arizona Non-Profit Corporation)
File No. 1719073.8

1. Name: The name of the corporation is: The Factory

2. Purpose: The purpose for which the corporation is organize is: Community Programs.

3. Character of Affairs: The character of affairs of the corporation will be: Promote community projects and funding of community projects.

4. No part of the net earning of the corporation shall inure to the benefit of, or be distributable to its members, directors, 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 Article 2. 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 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 United States Internal Revenue Code (or the corresponding provision of any future Untied States Internal Revenue Law) or: (b) by a corporation, contributions to which are deductible under Section 501 (c) 3 of the United States Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Laws).

5. Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, 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, religious or scientific purpose as shall at the time qualify as an exempt organization or organizations under Section 501(c) 3 of the United States Internal Revenue Code (or the corresponding provision of any future United States Internal Revenue Laws) as the Board of Directors shall determine. Any such assets not disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose.

6. The power of indemnification under the Arizona Revised Statutes shall not be denied or limited by the bylaws.

7. Board of Directors: The initial Board of Directors shall consist of 1 director. The name and address of the person who is to serve as the director until the first annual meeting of the members, if a member corporation, or Board of Directors, if the corporation has no members, or until his successors are elected and qualifies is:

Tom Brewster
2410 E Route 66
Flagstaff, AZ 86004

8. Known Place of Business: (In Arizona) The street address of the known place of business of the Corporation is:

2410 E Route 66
Flagstaff, AZ 86004

9.Statutory Agent: (In Arizona) The name and address of the statutory agent of the Corporation is:

Tom Brewster
2410 E Route 66
Flagstaff, AZ 86004

10. Incorporators: The name and address of the incorporator is:

Tom Brewster
2410 E Route 66
Flagstaff, AZ 86004

All powers, duties and responsibilities of the incorporators shall cease at the time of delivery of these Articles of Incorporation to the Arizona Corporation Commission.

11. (X) Check this box if this provision will apply to your corporation

DISCRIMINATION: The corporation will not practice or permit discrimination on the basis of sex, race, national origin, religion, physical handicap or disability.

12. Members (Check One)
The corporation
(X) will have members.
( ) will not have members.

Executed this 4th day of November, 2011 by all of the incorporators.

Signed: Tom Brewster
Phone: 928-853-3639
Fax: 928-268-3475

Acceptance of Appointment by Statutory Agent

The undersigned hereby acknowledges and accepts the appointment as statutory agent of the above-named corporation effective this 4th day of November 2011.

Signed: Tom Brewster

Published in the Southern Utah News on February 8, 15 and 22, 2012.


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