ONE:

The name of this corporation is The Western Cave Conservancy.

TWO:

This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. The specific purposes for which this corporation is organized are 1) the protection for the public good of caves and associated natural and cultural resources in the western United States, by purchases of land, conservation easements and leases, and by other means of protecting said resources; and 2) education of the general public regarding said caves, cave conservation and cave resources in the western United States.

THREE:

The name and address in the State of California of this corporation's initial agent for service of process is Robert C. Haye, 213 Elm Street, Santa Cruz, California 95060.

FOUR:

(a) This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

(b) Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

(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, or in opposition to, any candidate for public office.

FIVE:

The names and addresses of the persons appointed to act as the initial Directors of this corporation are:
Name Address
Rolf L. Aalbu, PhD 18 Sea Lion Court, Sacramento, CA 95831
Joel D. Despain Hcr 89 Box 211, Three Rivers, CA 93271
Robert C. Haye 213 Elm Street, Santa Cruz, CA 95060
Jerald J. Johnson, PhD P.O. Box 230, Newcastle, CA 95658
Marianne L. Russo P.O. Box 230, Newcastle, CA 95658

SIX:

The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of the organization shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person.

On 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 nonprofit 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.

Date: __________

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Rolf L. Aalbu, PhD, Director
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Joel Despain, Director
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Robert C. Haye, Director
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Jerald J. Johnson, PhD, Director
________________________________
Marianne L. Russo, Director

We, the above-mentioned initial directors of this corporation, hereby declare that we are the persons who executed the foregoing Articles of Incorporation, which execution is our act and deed.
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Rolf L. Aalbu, PhD, Director
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Joel Despain, Director
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Robert C. Haye, Director
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Jerald J. Johnson, PhD, Director
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Marianne L. Russo, Director