ARTICLES OF INCORPORATION OF SONOITA CROSSROADS COMMUNITY FORUM

We, the undersigned, do hereby associate ourselves for the purpose of forming a nonprofit corporation under the laws of the State of Arizona, and do hereby adopt the following Articles of Incorporation:

ARTICLE I

The names and addresses of the incorporators are as follows:

ARTICLE II

The name of the corporation shall be SONOITA CROSSROADS COMMUNITY FORUM.

ARTICLE III

The principal place of business of the FORUM shall be SONOITA, Santa Cruz County, Arizona.

ARTICLE IV

The time for the commencement of this corporation shall be the date the Articles of Incorporation are filed by the Arizona Corporation Commission and the duration shall be perpetual.

ARTICLE V

The general nature of the business of the FORUM and its objects shall be:

1. To promote the best interests of the Crossroads Community and the Sonoita Crossroads area, fostering and encouraging whatever appears for the good of the community.
2. To conduct studies of the problems affecting the area and to seek their solutions.
3. To give expression to the thoughts and interests of the members of the community and to publish any concensus thereof.
4. To present the interests of the area to County, State and Federal bodies and agencies and to any persons, firms or organizations affecting the community.
5. To hold meetings in the community of Sonoita, Arizona, and to carry out any other lawful business, and to do everything necessary and advantageous to promote the interests of the Forum.
6. To have and exercise all powers granted under section 10-1005 of the Arizona Revised Statutes and other laws of Arizona to nonprofit corporations, provided, however, that the corporation will operate exclusively for such charitable and educational purposes as will qualify it as an exempt organization under Internal Revenue Code section 501 (c) (3), contributions to which are deductible under Section 170 (c) (2) of such code.
7. The corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office and shall not, as a substantial part of its activities, carry on propaganda, or otherwise attempt to influence legislation.

ARTICLE VI

Robert Barnhill, 293 Papago Springs Rd., P.O. Box 102, Sonoita AZ., 85637, who has been a bona fide resident of the State of Arizona for the last three years, is appointed as the lawful agent of the corporation.

ARTICLE VII

1. No capital stock or shares in this corporation shall be issued, but certificates of membership may be issued as provided in the Bylaws of the corporation.
2. This is a nonprofit organization and no member shall have any individual or separate interest in any of the property, assets or profits of the corporation. However, nothing herein contained shall deny the corporation the power to compensate its officers, agents, and employees for services rendered and/or expenses incurred.

ARTICLE VIII

1. The affairs of the corporation shall be conducted by a nine (9) member Board of Directors, and by such other officers as may be provided by the Bylaws of the corporation. The Directors and Officers shall be elected annually at the time and in the manner provided in the Bylaws of the corporation.
2. The four (4) incorporators, whose names and addresses are set forth below, shall constitute the Board of Directors until their successors and any additional members have been selected under the Bylaws of the corporation:

   Arthur Allen	Sonoita, AZ 85637
   Roger Ball	Sonoita, AZ 85637
   Foster Drummond	Elgin, AZ 85611
   Christin Peterson	Sonoita, AZ 85637

3. Annual meetings of the Forum shall be held on the last Monday in January of each year hereafter unless such meeting time be changed by the Bylaws of the corporation.

ARTICLE IX

Private property of members, officers and members of the Board of Directors of the Forum shall be forever exempt from debts and obligations of the corporation.

ARTICLE X

The qualifications of members and all matters affecting members and membership shall be as set forth in the Bylaws.

ARTICLE XI

The highest amount of indebtedness or liability, direct or indirect or contingent, to which the corporation may subject itself is the sum of $5,000.00.

ARTICLE XII

Bylaws of the corporation shall be adopted by the Board of Directors named in these articles and may thereafter be amended by any means provided in the Bylaws.

ARTICLE XIII

The corporation may be dissolved upon a vote of a majority of the entire Board of Directors. Before such meeting, notice of dissolution must be given to each member of the board. Upon liquidation or dissolution, after payment of or adequate provision for its liabilities, any remaining assets shall be distributed at the discretion of the Board to a charitable organization.

ARTICLE XIV

These Articles of Incorporation may be amended at any meeting of the Board of Directors by a vote equal to two-thirds (2/3) the number of Directors provided that the proposed amendment has been introduced at a previous meeting of the Board of Directors at least a month previous to the adoption of the amendment and provided that notice of meeting for the amendment of the Article has been given as provided by the Bylaws and in conformity with law.

The foregoing instrument was acknowledged before me this day of 199 _ by Arthur Allen, Roger Ball, Foster Drummond, Christin Peterson.