ARTICLES OF INCORPORATION

OF

HUMBOLDT INTERNET PROVIDER

The undersigned, acting as incorporators of a non-profit corporation under Nevada statutes, Chapter 82, as a "Corporation for Public Benefit" and within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986 in effect on October 1, 1991, do hereby amend and execute the following Articles of Incorporation on the fourteenth day of September, 1998.

ARTICLE I

NAME

The name of the Corporation is the Humboldt Internet Provider.
 
 

ARTICLE II

DURATION




The period of duration of this Corporation shall be perpetual, unless the Board of Directors, at their discretion, shall determine to terminate it.
 
 

ARTICLE III

PLACE OF BUSINESS

The name and address of the Corporation’s resident agent for service of process is:
J.T. Zimmerman, P.O. Box 374, McDermitt, NV 89421

The territory in which the operations of the Corporation are to be principally conducted shall be set forth in the Bylaws.


ARTICLE VI

PURPOSE

This organization is exclusively for Charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.

To enter into, make and perform contracts of every kind and description.

To provide Internet access to the rural communities of parts of Nevada and Oregon.

To construct and maintain Web Pages for rural businesses and to provide technical support and technical repair services as needed.

Furthermore to provide an educational opportunity for the students administering these services and, as possible, establishing scholarships for those students.

To do any and all acts allowable and have all lawful purposes for a nonprofit corporation by Nevada law.

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 Internal Revenue Code of 1986 (or of any future United States Internal Revenue law).

 

ARTICLE V

MEMBERSHIP

The corporation shall have one or more class of members and the total number of members shall not be less than seven (7). The designation of the class or classes of members and the qualifications, rights and method of acceptance of members shall be set forth in the Bylaws of the Corporation. Each member shall be entitled to cast one vote at any election of directors of the Corporation for any matter brought before them requiring membership disposition.
 
 

ARTICLE VI

DIRECTORS

The number of directors of the Corporation’s governing board shall be set forth in the Bylaws of the Corporation. At no time shall the number of directors be less than five (7). The manner in which such Directors shall be elected or appointed shall be provided by the Bylaws. The names and the addresses of the person(s) who are to act as Director(s), until the selection of their successors, are:
 

NAME and ADDRESSES

Patrick B. Goff
P.O. Box 374
McDermitt, NV 89425

John R. Moddrell
P.O. Box 374
McDermitt, NV 89425

J.T. Zimmerman
P.O. Box 374
McDermitt, NV 89425

Clay Smith
P.O. Box 374
McDermitt, NV 89425

Justin Goff
P.O. Box 374
McDermitt, NV 89425

Rusty Bengoa
P.O. Box 374
McDermitt, NV 89425

Eric Castillo
P.O. Box 374
McDermitt, NV 89425

ARTICLE VIII

BENEFIT TO MEMBERS

Upon dissolution of this Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future 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 of shall be disposed 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 specify.
 
 

ARTICLE 1X

CONDUCT OF AFFAIRS

The Bylaws of the Corporation shall regulate the internal affairs of the Corporation: Authority to adopt, alter or repeal the Bylaws of theCorporation shall be vested in the Board of Directors, subject to the power of the members to alter or repeal such Bylaws.

The Articles may be amended in the manner authorized by law at the time of amendment.

 

ARTICLE X

INCORPORATORS

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

NAME ADDRESS

Patrick B. Goff                                                         John R. Moddrell
McDermitt Combined School                                 McDermitt Combined School
P.O. Box 374                                                           P.O. Box 374
100 Olavarria St.                                                     100 Olavarria St.
McDermitt, NV 89421                                            McDermitt, NV 89421
 
 

ARTICLE XI

PERSONAL LIABILITY OFMEMBERS AND BOARD OF DIRECTORS

As set forth in NRS 82.241, a member of the Corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the Corporation.

As set forth in NRS 82.221, except as otherwise provided in NRS 82.136 and 82.536 and chapter 35 of NRS, no action may be brought against an officer or director of a corporation based on any act or omission arising from failure in his official capacity to exercise due care regarding the management or operation of the Corporation unless the act or omission involves intentional misconduct, fraud, knowing violation of the law or the failure of a director or officer of the Corporation to review information, opinion, reports, books of account or statements, including financial statements and other financial information, submitted to him/her for review.