Articles of Incorporation

ARTICLES OF INCORPORATION OF UNION COUNTY COMMUNITY DEVELOPMENT CORPORATION

In accordance with the requirements of the New Mexico "Nonprofit" I, the undersigned, have this day adopted these Articles of Incorporation for the purpose of forming a nonprofit corporation, and do hereby certify as follows:

ARTICLE 1

Name

The name of this corporation shall be - Union County Community Development Corporation.

ARTICLE II

Duration

The duration of the Corporation shall be perpetual.

ARTICLE III

Purposes

The purposes for which this Corporation is formed are exclusively charitable, educational and scientific and consist of the following:

A. The specific and primary purposes are:

(1) To raise the economic development levels of the residents, groups and the business community of Union County, without regard to age, sex, race or income;  to promote and support historical, cultural, and agricultural preservation;  to foster and promote community- wide interest and concern for the economic and social problems of said residents and businesses to the end that (i) economic and social development opportunities may be expanded;  and (ii) to promote social and environmental well-being.

(2) To expand the opportunities available to residents, groups and the business community to own, manage, and operate business enterprises in Union County; to assist said residents, groups and the business community in developing entrepreneurial and management skills necessary for the successful operation of business enterprises and to assist said residents, groups and the business community in obtaining financial support from other sources.

(3) To expand opportunities available to residents, groups and the business community to obtain housing accommodations,, social services, employment opportunities, technical assistance and training.

(4) To aid, support and assist by gifts, contributions, or otherwise, other corporations, community chests, funds and foundations organized and operated exclusively for charitable, educational or scientific purposes, no part of the net earnings of which inures to the benefit of any private shareholder of individual, and no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation.

(5) To do any and all lawful activities which may be necessary, useful or desirable for the furtherance, accomplishment, fostering, or attaining of the foregoing purposes, conjunction or cooperation with others, whether such others be persons or organizations institutions, foundations, or governmental bureaus, departments or agencies.

B. In furtherance, but not in limitation, of the foregoing charitable, educational and scientific purposes, the Corporation shall have the following powers:

(1) To solicit, collect and receive money and other assets, and to administer funds and contributions received by grant, gift, deed, rights and services of every kind and description, and to hold, invest, expend, contribute, use, sell or otherwise dispose of any money, securities, property, rights or services so acquired for the purposes above mentioned.

(2) To borrow money, and to make, accept, endorse, execute and issue bonds, debentures, promissory notes, and other corporate obligations, for monies borrowed, or in payment for property acquired for the Corporation, and to secure payment of any such obligation by mortgage, pledge, deed, indenture agreement or other instrument of trust, or by other lien upon, assignment of or agreement in regard to all of any part of the property, rights or privileges of the Corporation.

(3) To invest and reinvest its funds in such mortgages, bonds, notes, debentures, shares of preferred and common stock, and any other securities of any kind whatsoever, and property, real, personal or mied, tangible or intangible, all as the Corporation's Board of Directors shall deem advisable and as may be permitted by law.

(4) To provide advice, support, credit, funds, capital, gifts and all other lawful forms of assistance, financial and otherwise, to or for use in business enterprises owned, or destined to be owned, by said residents, groups and/or the business community.

(5) To furnish management, administrative and other business advice, support, training and technical assistance to said residents, groups and the business community in order to enable them to develop necessary skills to successfully operate business ventures.

(6) To encourage and voluntarily assist said residents, groups and the business community to organize, create, acquire, obtain financing for, own, manage and operate business enterprises.

(7) To obtain information and conduct research, studies and analyses of the problems of said community, and prepare and publish reports, as to any and all matters that may be of use in furthering the purposes of this Corporation, including information, research, studies, of analyses and reports as to markets, products, services, skills, sources of financing and any and all other matters.

(8) To conduct educational and other efforts to eliminate prejudice and discrimination in the business, housing, and financial communities and to foster the establishment of sound and constructive relationships between the business and financial communities and said residents, groups and the business community seeking opportunities in business.

(9) To aid, support and assist by gifts, contributions, loans, investments and other lawful forms of assistance other persons or organizations where such assistance will further the primary purposes of this Corporation.

(10) To conduct educational activities designed to provide instruction or training of said residents and groups for the purpose of improving or developing their capabilities, language and job skills, and the instruction of the public on subjects useful to said residents and groups and beneficial to the community as a whole.

(11) To engage in the activity of operating business ventures for the purpose of providing job training, employment, and managerial development opportunities to said residents for the charitable purpose of furthering the economic development of the community.

(12) To engage in any and all other activities which will directly or indirectly improve the welfare and economic conditions of said residents and groups.

(13) To exercise all other rights and powers conferred upon corporation formed under the nonprofit corporation laws of the State of New Mexico, provided, however, that the Corporation shall not engage in any activities or exercise any powers, including those specifically mentioned herein, that are not in furtherance of the specific and primary charitable, educational and scientific purposes of the Corporation.

C. All of the foregoing purposes and powers shall be exercised exclusively for charitable and educational purposes in such manner that the Corporation shall qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954 as it is currently and shall hereafter be in force and effect.

ARTICLE IV

Activities

No substantial part of the activities of the Corporation shall consist of the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office. Not withstanding any other provisions of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal and state income taxes under Section 501(c)(3) of the Internal Revenue code of 1954 as the same may be amended from time to time.

ARTICLE V

Registered Office and Agent

The initial registered office of the Corporation is 301 Harding Street, Clayton, New Mexico 88415; the name of its registered agent at such address is Stephen Campbell.

ARTICLE VI

Board of Directors

The business of the Corporation shall be managed by a Board of Directors, the number of members of such Board of Directors to be fixed from time to time by the Bylaw, but at no time shall the Board be composed of less than eight (8) members nor more than fifteen (15) members.

The manner in which Directors shall be chosen and removed from office, their qualification, powers, duties, compensation, if any, tenure of office, the manner of filling vacancies on the Board of Directors, shall be as stated in the Bylaws.

No Director, officer, employee or agent of the Corporation shall be personally liable for any of its debts or obligations.

ARTICLE VII

Corporate Officers and Their Functions

The general officers of the Corporation shall be president, vice president, secretary and treasurer.

The principal duties of the president shall be to preside at all meetings of the members and Board of Directors and to have general supervision of the affairs of the Corporation.

The principal duties of the vice president shall be to discharge the duties of the president in the event of absence or disability, for any cause whatsoever, of the president.

The principal duties of the secretary shall be to countersign all deeds, leases, and conveyances executed by the Corporation, affix the seal of the Corporation thereto and to such other papers as shall be required or directed to be sealed, and to keep a record of the proceedings of the Board of Directors, and safely systematically keep all book, papers, records, and documents belonging to the Corporation, or in any way pertaining to the business thereof, except the books and records incidental to the duties of the treasurer.

The principal duties of the treasurer shall be to keep an account of all monies, credits, and property of any and every nature of the Corporation which shall come into his or her hands, and to keep an accurate account of all monies received and disbursed and of proper vouchers for monies disbursed, and to render such accounts, statements, and inventories of monies received and disbursed and of money and property on hand, and generally of all matters pertaining to his or her office, as shall be required by the Board of Directors.

The Board of Directors may so order, any two offices the duties of which do not conflict, may be held by one person, except that the offices of president and secretary may not be held by one person.

The officers shall perform such additional or different duties as shall from time to time be imposed or required by the Board of Directors, or as may be prescribed from time to time by the Bylaws.

ARTICLE VIII

Restrictions

The Corporation is formed solely for charitable, educational and scientific purposes. The Corporation is not organized, nor shall it be operated, for the primary purpose of generating pecuniary gain or profit, and it will not distribute any gains or profits to the Directors, Officers or Members thereof, or to any individual, except that the Corporation services rendered and to make payment and distribution in furtherance of its specific and primary purposes. The property, assets, profits, and net income of the Corporation are irrevocably dedicated to charitable, educational and scientific purposes, and no part of the profit or net income of the corporation shall inure to the benefits of any individual.

ARTICLE IX

Non-Stock Corporation

The Corporation shall issue no capital stock. No dividends or pecuniary profits shall be declared or paid to the Directors.

ARTICLE X

Incorporator

The name and address of the incorporator is Stephen Campbell, 301 Harding Street, Clayton, New Mexico 88415.

ARTICLE XI

Dissolution

The Corporation of the members of the Board of Directors then in office by two-thirds (2/3) vote taken by members of the Board of Directors entitled to vote thereon, make determination of asset and proceeds distribution. Upon the dissolution or other termination of the Corporation, no part of its property, nor any of the proceeds thereof, shall be distributed to, or inure to the benefit of, any member of the Corporation, but all such property and proceeds shall, subject to the discharge of valid obligations of the Corporation and subject to applicable provision of law, be distributed as directed by the Board of Directors to or among any one or more corporations, trusts, community chests, funds or foundation described in Section 501(c)(3) of the Internal Revenue Code, or any successor provision.

ARTICLE XII

Amendment

These Articles may be amended in the manner provided by the laws of the State of New

Mexico