Articles of Incorporation

Filed October 11, 1977
WEST END NEIGHBORHOOD ASSOCIATION

ARTICLE I

The name of the Corporation shall be West End Neighborhood Association.

ARTICLE II

The specific and primary purposes for which this Corporation is formed are: (a) to protect and preserve the environmental integrity of the West End neighborhood; (b) the general purposes and powers are to have and exercise all rights and powers conferred on non-profit corporations under the laws of California, including the power to contract, rent, buy or sell personal or real property, provided, however, that this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purposes of this corporation; (c) no substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.

ARTICLE III

The Corporation is organized pursuant to the General Non-profit Corporation Law (Part 1 of Division 2 of Title 1 of the Corporations Code) of the State of California. This Corporation does not contemplate pecuniary gain or profit to the members thereof and is organized for non-profit purposes.

ARTICLE V

The Association shall be dissolved and its affairs terminated by the vote or written consent of a majority of its eligible voting members.

ARTICLE V

The original, or copy, of these articles, as amended, shall be kept by the Secretary of the Association and shall be open to inspection by all members at any reasonable time.

ARTICLE VI

The principal office for the transaction of business of this Corporation shall be located in the County of Marin, State of California.

ARTICLE VII

The name and addresses of the following persons are all directors of this Corporation:
(See original document)

ARTICLE VIII

The authorized number and qualifications of members of the corporation, the different classes of membership, if any, the property, voting and other rights and privileges of members, and their liability to dues and assessments and the method of collection thereof, shall be as set forth in the bylaws.

The powers and general management of the Association shall be exercised and its affairs conducted by a Board of Directors.

ARTICLE IX

The Property of this corporation is irrevocably dedicated to civic and social neighborhood purposes and no part of the net income or assets of this organization shall every inure to the benefit of any director, officer or member thereof or to the benefit of any private individual. Upon the dissolution or winding up of the corporation, its assets remaining after payment of, or provision for payment, of all debts and liabilities of this corporation, shall be distributed to a non-profit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code. If this corporation holds any assets in trust, or a corporation is formed for charitable purposes, such assets shall be disposed of in such manner as may be directed by decree of the superior court of the county in which the corporation has its principal office, upon petition therefore by the Attorney General or by a person concerned in the liquidation, in a proceeding to which the Attorney General is a party.

ARTICLE X

The name of the unincorporated association which is being incorporated is the West End Neighborhood Association.

IN WITNESS WHEREOF, the undersigned have executed these Articles of Incorporation, this 15 day of July, 1977.

Harry Winters
President and presiding officer

Ann E. Ratto
Secretary

STATE OF CALIFORNIA, COUNTY OF MARIN

On this 15 day of July 1977, before me, ___________, a Notary Public for the State of California with principal office in Marin County, personally appeared Harry Winters and Ann Ratto, known to me to be the persons whose names are subscribed to the within Articles of Incorporation, and acknowledged to me that they executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on the day and year first above written.

W. John Mountz
NOTARY PUBLIC

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION

Filed October 24, 1979

HERBERT G. PRATT AND PARTICIA MERZ certify:

1. That they are the president and secretary, respectively, of West End Neighborhood Association, a California corporation.
2. That at a meeting of the board of directors of said corporation, duly held at San Rafael, California, on August 13, 1979, the following resolution was adopted:
   
   RESOLVED: That Article II of the Articles of Incorporation of this corporation be amended to add the following:
   4. Instruction of the public on subjects beneficial to t he community, advocating a particular position or viewpoint, presenting a full and fair exposition of the pertinent facts to permit an individual or the public to form an independent opinion or conclusion.
   5. To provide public discussion groups, forums, panels, lectures or similar programs.

RESOLVED: That Article VII of the Articles of Incorporation of this corporation be amended to add the following:

Nine directors shall be voted upon at the annual membership meeting in March of each year as follows:

President
Vice President
Secretary
Treasurer
Directors at Large (5)

3. That at a meeting of the members of said corporation, duly held at San Rafael, California, on October 19, 1979, a resolution was adopted, and the wording of the amended articles set forth in the members resolution is the same as that set forth in the directors resolution in paragraph 2 of this certificate.
4. That the number of members who voted affirmatively for the adoption of said resolution is 25 and that the number of members constituting a quorum is two thirds.

Herbert G. Pratt, President

Patricia Merz, Secretary

Each of the undersigned declares under penalty of perjury that the matters set forth in the foregoing certificate are true and correct. Executed at San Rafael, California, on October 20, 1979.

Herbert G. Pratt, President

Patricia Merz, Secretary