Articles of Incorporation (Not for Profit Organization)

These Articles of Incorporation (the “Agreement”) are made and effective this 4th day of April, 2019,

BETWEEN: Weatherman Time, Inc (the 'First Incorporator'), a corporation organized and existing under the laws of the Ohio with its head office located at: 20 North Broadway, Suite 1800, Cleveland, Ohio 44113-2241

AND: Wood Crapo LLC (the 'Second Incorporator'), a corporation organized and existing under the laws of the California with its head office located at: 2500 Terminal Tower, 50 Public Square, Sacramento, California 46107

1. ARTICLES OF INCORPORATION OF [NFP CORPORATION NAME ]

The undersigned, acting as incorporators of a corporation under the Not for Profit Corporation Act of the State of [NAME], adopt the following articles of incorporation for such corporation:

2. NAME OF THE CORPORATION

The name of the corporation, hereinafter referred to as the “Corporation”is [NAME].

3. PERIOD OF DURATION

The period of duration of the Corporation is perpetual.

4. PURPOSES OF THE CORPORATION

The Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section [NUMBER] of [REVENUE CODE OR LAW], or corresponding section of any future federal tax code. The Corporation may receive and administer funds for scientific, religious, educational, and charitable purposes, within the meaning of Section [NUMBER] of [REVENUE CODE OR LAW] and to that end, the Corporation is empowered to hold any property, or any undivided interest therein, without limitation as to amount or value; to dispose of any such property and to invest, reinvest, or deal with the principal or the income in such manner as, in the judgment of the directors, will best promote the purposes of the Corporation, without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received, these Articles of Incorporation, the By-Laws of the Corporation, or any applicable laws, to do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its directors or officers except as permitted under the Not-for-Profit Corporation Law.

5. EARNINGS

No part of the net earnings of the Corporation shall inure to the benefit of any member, trustee, officer of the Corporation, or any private individual, except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes, and no member, trustee, officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation. 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 publication or distribution of statements, any political campaign on behalf of any candidate for public office.

6. DISSOLUTION

Upon the dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to one or more charitable, religious, scientific, testing for public safety, literary, or educational organizations which would then qualify under the provisions of Section [NUMBER] of the [REVENUE CODE OR LAW] and its Regulations as they now exist or as they may be hereafter amended, or to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

7. QUALIFICATIONS FOR MEMBERS

The qualifications for members and the manner of their admissions shall be regulated by the By-laws.

8. ADDRESS OF THE CORPORATION

The initial street address in the state of [NAME] of the initial registered office of the Corporation is [LOCATION], and the name of the initial registered agent at such address is [NAME].

9. TERRITORY

The territory in which the operations of the Corporation are principally to be conducted is [COUNTRY] and its territories and possessions, but the operations of the Corporation shall not be limited to such territory.

10. BOARD OF DIRECTORS

The initial board of directors shall consist of at least three (3)members, who need not be residents of the state of [NAME].

11. ELECTION OF DIRECTORS

The names and addresses of the persons who shall serve as directors until the first annual meeting of members, or until their successors shall have been elected and qualified, are as follows:

[DESCRIBE]

12. INCORPORATORS

The names and addresses of the initial incorporators are as follows:

[NAMES]

IN WITNESS WHEREOF, the undersigned have made and subscribed to these Articles of Incorporation at [LOCATION] on [DATE].