NONPROFIT ARTICLES OF INCORPORATION OF
OREGONROCKETRY

The undersigned individuals, acting as incorporators under the Oregon Nonprofit Corporation Act (the "Act"), adopt the following Articles of Incorporation.

ARTICLE 1: NAME

The name of the corporation is OregonRocketry, and its duration shall be perpetual.

ARTICLE 2: PUBLIC BENEFIT CORPORATION

OregonRocketry is a public benefit corporation.

ARTICLE 3: MEMBERS

OregonRocketry shall have members, as defined in the bylaws.

ARTICLE 4: PURPOSES

The purpose of OregonRocketry is to promote the advancement of model, sport and amateur rocketry; to provide educational services relating to rocketry and aerospace sciences; and to provide a forum for the exchange of information among members and the general public.

ARTICLE 5: DISSOLUTION

Upon dissolution or final liquidation, after payment or provision for payment of all of the liabilities of OregonRocketry, the remaining assets of OregonRocketry shall be distributed as determined by the Board of Directors in accordance with state and federal law.

ARTICLE 6: INITIAL DIRECTORS

The governing body of OregonRocketry shall be a Board of Directors. The number of directors constituting the initial Board of Directors of OregonRocketry is five. The number of directors may be changed in accordance with OregonRocketry’s bylaws.

ARTICLE 7: LIMITATION ON LIABILITY

To the fullest extent permitted by the Act, as it exists on the date hereof or may hereafter be amended, no director or officer of OregonRocketry shall have any personal liability to OregonRocketry for monetary damages for conduct as a director or officer occurring on or after the date of adoption of this provision. Any amendments to or repeal of this provision or the Act shall not adversely affect any right of protection of a director or officer of OregonRocketry for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal. No change in the Act shall reduce or eliminate the rights and protection set forth in this Article unless the change in the law specifically requires such reduction or elimination. This provision, however, shall not be deemed to eliminate or limit the liability of a director or officer for:

(a) Any breach of the director's or officer's duty of loyalty to OregonRocketry;

(b) Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law;

(c) Any unlawful distribution;

(d) Any transaction from which the director or officer derived an improper personal benefit; or

(e) Any act or omission in violation of ORS 65.361 to 65.367, or the corresponding provisions of any future Oregon nonprofit corporation law.

ARTICLE 8: INDEMNIFICATION

OregonRocketry shall indemnify to the fullest extent permitted by the Act any person who is made, or threatened to be made, a party to an action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the right of OregonRocketry), by reason of the fact that the person is or was a director or officer of OregonRocketry. The right to and amount of indemnification shall be determined in accordance with the provisions of the Act in effect at the time of the determination.

ARTICLE 9: REGISTERED AGENT

The name of OregonRocketry's initial registered agent is Matt Jones. The address of the initial registered office, which is identical to the registered agent's address, is 6540 SE 77th Avenue, Portland, OR, 97206.

ARTICLE 10: INCORPORATORS

The name and address of the incorporators are:

[Here shall appear the name and address of all OregonRocketry members participating in the ratification election]

Anderson, Donald
Beekman, Chris
Bennett, Jeff
Bradley, Dave
Carbine, Adrian
Carey, Bruce
Clapp, Rick
Clark, Greg
Clay, Peter
Connet, Dave
Defibaugh, Dodd
Gamble, John
Hall, Fred
Harris, Donald
Harris, Gary
Haskins, Dick
Hatteberg, Ronald

Haugaard, LaMar
Helfing, Saul
Johnson, Eric
Johnson, Ken
Jones, Daniel
Jones, Matthew
Jones, Tim
Kelley, Robert
Klinker, Jack
Knopf, Bill
Kowert, Karl
Lang, Thomas
Lefebvre, Mike
Long, Michele
Lyngdal, John
Macdonald, Richard Montgomery, David

Moorehead, Rod
Newman, Kent
Nolting, Bruce
Proffitt, Dave
Rachor, George
Raigner, Scott
Ryerse, Tim
San Soucie, Paul
Scott, Christopher
Smurthwaite, Larry
Spears, Richard
Tarr, Stephen
Whitney, Michael
Winningstad, Den
Winningstad, Dennis


DATED: January 3, 2002

Person to contact about this filing:

John Gamble
6065 SW 66th Ct.
Portland, OR 97223

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