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 Incorporated in California in 1975

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ARTICLES OF INCORPORATION
of
SAN DIEGO SKI CLUB COUNCIL

NAME

      FIRST: The name of this corporation is San Diego Ski Club Council.

PURPOSES

      SECOND: The purpose for which this corporation is formed primarily to attract, educate, motivate, and retain members who share a common interest in recreational snowsports, which the Council defines to include both skiing and snowboarding.

ORGANIZATION

      THIRD: This Corporation is organized pursuant to the General Non-profit Corporation Law established under 501 (c)(7) of the Internal Revenue code.

PRINCIPAL OFFICE

      FOURTH: The principal office of the Corporation for the transaction of its business is located in San Diego County, California.

DIRECTORS

      FIFTH:
(a) Powers of this Corporation.
The powers of this Corporation shall be exercised, its properties controlled, and its affairs conducted by a governing body, to be known as the Board of Directors, in accordance with the Bylaws.
(b) Number of Directors.
The number of Directors (elected and appointed officers) of this Corporation shall be a minimum of five (5) up to a maximum of eleven (11).
(c) The First Directors.
The names and addresses of the persons who are to act in the capacity of first Directors are:
NameAddress
JOE HARRIS 4162 Rochester Road
San Diego, California 92116
HARRY EASTMAN 3716 Crown Point Drive
San Diego, California 92109
DICK TAYLOR
TOM BECEA 110 West "C" Street
Suite 1903
San Diego, California 92101
TOM BOREN 4172 Balboa Way
6304 Caminito Flecha
San Diego, California 92111
(d) ACTION BY CONSENT OF BOARD WITHOUT MEETING.
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
(e) ELECTION, TENURE, COMPENSATION, ETC., OF DIRECTORS.
The manner in which Directors shall be chosen and removed from office, their qualifications, powers, duties, compensation, and tenure of office, the manner of filling vacancies on the Board, and the manner of calling and holding meetings of Directors, shall be as stated in the Bylaws.
(f) NON-LIABILITY OF DIRECTORS.
Directors shall not be personally liable for the debts, liabilities, or obligations of the Corporation.

MEMBERS

      SIXTH:
(a) QUALIFICATIONS.
The qualifications of members of the Corporation, the different classes of membership, if any, the property, voting and other rights and privileges of members, shall be as stated in the Bylaws. Provided, however, that if the voting, property or other rights or interests, or any of them, be unequal, the Bylaws shall set forth the rule or rules by which the respective voting, property or other rights or interests of each member or class of members are fixed and determined.
(b) NON-LIABILITY OF MEMBERS.
Members of this Corporation are not personally liable for the debts, liabilities, or obligations of the Corporation.

INCOME FROM PUBLIC EVENTS

      SEVENTH: If this Corporation holds any event(s) to which members of the general public are invited to observe or participate in for a fee, the income from the general public, less a proportional share of the expenses which will not benefit members, will be paid over to an organization which is exempt from income tax under Section 501 (c)(3) of the Internal Revenue Code on an annual basis.

AMENDMENT OF ARTICLES

      EIGHTH: These Articles can be amended as provided by laws of the state of California.

DISSOLUTION

      NINTH:
(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.