Proposed ARTICLES OF INCORPORATION (5/23/02)

of
CLEARWATER COMMUNITY COMPLEX, INC.
A NONPROFIT CORPORATION

Articles of Incorporation of the undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit Corporation under the provisions of Title 30, Chapter 3, Idaho Code, do hereby certify and submit the following articles of incorporation:



Article 1: The name of the corporation shall be: Clearwater Community Complex, Inc.


Article 2: The place in this state where the registered office of the Corporation is to be initially located is Orofino, Clearwater County, Idaho 83544 and the registered agent at said address is Steve R. Clack CPA, 125-1st, Orofino, Idaho, 83544.

Article 3: Said 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 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code. The specific purpose of the corporation is to plan, construct, and operate a community complex and to transact any and all lawful activity for which a non-profit corporation can be formed.


Article 4: The corporation shall have no fewer than seven (7) directors. The initial directors' names and addresses are:

Article 5: The names and addresses of the incorporators:
Tim Roehr4441-1 Cavendish Rd., Lenore, Id 83541
Bernice Pullen1256 Lower Wells Bench Rd., Orofino, Id 83544
Laura McConnellRt. 1 Box 65, Lenore, Id 83541
Tammy L. Gilmer12273 Indio Avenue, Orofino, Id 83544

Article 6: The mailing address of the corporation shall be:
P.O. Box 1756, Orofino, Id 83544


Article 7: No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members , trustees, 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 3 hereof. No substantial part of the activities of the corporaton 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 or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the puposes of the corporation.


Article 8: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporaton is then located, exclusively for such purposes or to such organizations, as said Court shall determine, which are operated exclusively for such purposes.


Article 9: The corporation shall not have voting members.


Article 10: The period of duration of the corporation is perpetual.


Article 11: The corporation may not, by law, discriminate on the basis of race, color, sex, age, national origin, religion, disability, or any other constitutionally or statutorily impermissible reason.