ARTICLES OF INCORPORATION

OF

Eugene Maker Space

(As Originally Filed on 01/07/2011)

The undersigned incorporators, all natural persons 18 years of age or older, in order to form a corporate entity under Oregon Statutes, adopts the following articles of incorporation.

ARTICLE I. NAME / REGISTERED OFFICE

The name of this corporation shall be Eugene Maker Space, located in The City of Eugene Oregon, Lane County.

Registered Agent: Rick Osgood

Registered Agent's Address: REDACTED

The mailing address for notices is: PO Box 885; Eugene OR 97440

ARTICLE II. PURPOSE

This organization is a nonprofit public benefit corporation, and is organized exclusively for charitable, scientific and educational purposes, more specifically to foster a collaborative environment wherein people can explore and create intersections between technology, science, art, and culture. To this end, the corporation shall at all times be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

ARTICLE III. EXEMPTION REQUIREMENTS

At all times shall the following operate as conditions restricting the operations and activities of the corporation:

1. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or others private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause hereof.
2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
3. Notwithstanding any other provisions of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE IV. DURATION

The duration of the corporate existence shall be perpetual.

ARTICLE V. MEMBERSHIP / BOARD OF DIRECTORS

The corporation shall have members. The eligibility, rights and obligations of the members will be determined by the organization's bylaws (hereinafter the "Bylaws"). The voting rights of the members or any class or classes of members shall be only as defined in the Bylaws.

The management of the affairs of the corporation shall be vested in a Board of Directors (hereinafter the "BOD"), as defined in the corporation's Bylaws. No Director shall have any right, title, or interest in or to any property of the corporation.

The first Board of Directors shall be appointed by the Incorporators. Members of the first BOD shall serve until the first annual meeting, at which their successors are duly elected and qualified, or removed as provided in the Bylaws.

ARTICLE VI. PERSONAL LIABILITY

No member, officer, or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officer, or Directors be subject to the payment of the debts or obligations of this corporation.

ARTICLE VII. DISSOLUTION

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for the public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for the purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE VIII. AMENDMENTS

These Articles may be amended or restated at any business meeting of the Board of Directors called for that purpose provided that notice of the proposed amendment(s) has been sent to the BOD at least ten (10) days prior to said meeting. Only the BOD may amend or restate these articles, or propose amendment(s) to be submitted to a vote by the voting membership. A 2/3 majority vote of the complete BOD will be required to adopt a proposed amendment, restate the articles, or to submit a proposed amendment to be voted on by the voting membership class(es).

ARTICLE IX. INCORPORATOR(S)

The undersigned incorporators certifies that they execute these articles for the purposes herein stated.

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-- ClifCox - 2011-01-03