RESTATED ARTICLES OF INCORPORATION

OF 3RIVERSPARK

I.

The name of the Corporation is:  3RiversPark.

 

II.

The initial registered office of the Corporation shall be at 12 Quartz Street, Pony, Montana 59747. The initial registered agent of the Corporation at such address shall be Thomas J. Elpel.

 

III.

The mailing address of the initial principal office of the Corporation is 3RiversPark, PO Box 681, Silver Star, MT 59751.

 

IV.

(1) The Corporation is a public benefit organization without members.

(2) The period of duration of the corporation is perpetual.

 

V.

 (1) Purposes of the organization shall include, but not be limited to, preserving lands within the Gallatin River, Madison River and Jefferson River watersheds in southwestern Montana, as well as other geographical areas that the Board of Directors may expand by bylaw or resolution.  The corporation places particular emphasis on assisting in the preservation of open space and increasing recreational access along the aforementioned rivers.  It has a commitment to using traditional tools of private land management such as the acquisition of conservation and recreational easements.  It also may act as a chief facilitator in sales between private and public sources.

 

(2) Said organization is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

(3) No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the organizatin shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

 

(4) Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for the  public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principle office of the organization is then located, exclusively for the purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

 

VI.

The initial Board of Directors shall consist of six persons, whose names and addresses are as follows:

 

Thomas J. Elpel	12 Quartz Street Pony, MT 59747-0697
Warren Swagger	112 Buler Lane Sheridan, MT 59749
Chris Powell	315 Golden Valley Drive Bozeman, MT 59718
Jeff Blend	515 Highland Helena, MT 59601
Lane Coulston	713 Highland Helena, MT 59601
Cameron Clark	PO Box 146 Harrison, MT  59735

 

The number of Directors may be changed by resolution of the Board of Directors of the corporation.

                                                                                                                             

VII.

The liability of a Director of the Corporation to the Corporation for monetary damages for breach of duty of care or other duty as a director shall be limited to the fullest extent permitted under the Montana Nonprofit Corporation Code.

VIII.

(1) The Board of Directors of the Corporation shall be entitled to vote on all matters of the organization permitted by applicable law.

 

(2) Any action to be taken at a meeting of the Board of Directors of the Corporation may be taken by a discussion and vote via e-mail correspondence or by other present or future means of telecommunication. 

 

IX.

The name and address of the incorporator is:

 

Thomas J. Elpel

12 Quartz Street

Pony, MT 59747-0697

 

X.

The Corporation is organized pursuant to the Montana Nonprofit Corporation Code.  These Restated Articles of Incorporation were adopted by a sufficient vote of the Board of Directors.

 

IN WITNESS WHEREOF, the undersigned has executed these Restated Articles of Incorporation this 1^st day of August, 2005.

Thomas J. Elpel

12 Quartz Street

Pony, MT 59747-0697