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 Amendment 4
approved October 9, 2005

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Certificate of Amendment
of
Articles of Incorporation

The undersigned certify that:
  1. They are the president and the secretary, respectively, of San Diego Council – Far West Ski Association, A California Corporations.

  2. Article First of the Articles of Incorporation of this corporation is amended to read as follows:
    The name of the corporation is San Diego Council of Ski Clubs.
    Article Fifth (b) of the Articles of Incorporation of this corporation is amended to read as follows:
    The number of Directors (elected and appointed officers) of this Corporation shall be a minimum of five (5) up to a maximum or eleven (11) as defined in the by-laws.
    Article Fifth (d) of the Articles of Incorporation of this corporation is amended to read as follows:
    The number of Directors authorized can be changed by amendment of these Articles by resolution of the Board of Directors.
    Article Fifth (e) of the Articles of Incorporation of this corporation is amended to read as follows:
    Any action required or permitted to be taken by the Directors under any provision of law may be taken without a meeting, if all Directors individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Action by written consent shall have the same force and effect as the unanimous vote of such Directors.
    Article Sixth (a) of the Articles of Incorporation of this corporation is amended to read as follows:
    The qualifications of members of the Corporation, the property, voting and other rights and privileges of members, shall be as stated in the Bylaws.
    Article Sixth (b) of the Articles of Incorporation of this corporation is amended to read as follows:
    Membership in the corporation shall be as stated in the Bylaws.
    Article Eighth of the Articles of Incorporation of this corporation is amended to read as follows:
    These articles can be amended as provided by the laws of the California Nonprofit Mutual Benefit Corporation Law.
    Article Ninth of the Articles of Incorporation of this corporation is amended to read as follows:
    The name of the corporation is San Diego Council of Ski Clubs.
    Article Tenth is added to the Articles of Incorporation of this corporation to read as follows:

    DISSOLUTION

    (a) Intent.
    The Council shall be dissolved only at a Council or special meeting for which proper notice has been given to the board. Proper notice is defined as being no less than 14 days in advance of the meeting date. This notice must include a statement that the purpose of the meeting is to dissolve the Council.
    (b) Approval.
    Dissolution of the Council may be approved by a two-thirds (2/3) vote of the Board of Directors where a quorum is present.
    (c) Distribution of Assets.
    It is expressly understood that this organization is a nonprofit corporation, organized under the nonprofit corporation laws of the State of California. No part of the net income or assets of this organization shall ever inure to the benefit of any board member or to the benefit of any individual.
    Upon the dissolution of the Council, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this Council, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for the same or similar purposes as the Council and which has established its tax exempt status under §501(c)(3) or §501(c)(7) of the Internal Revenue Code.
  3. The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.

  4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of the members.

We further declare under penalty of perjury under the laws of the Sate of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date: October 9, 2005
Bobbie Owen, President
Rosary Etzel, Secretary