 

                           ARTICLES OF INCORPORATION
                                       of
                     ARIZONA DESERT APPLE MENAGERIE, INC.

KNOW ALL MEN BY THESE PRESENTS:

     That we, the undersigned, have associated ourselves for the purpose of forming a non-profit corporation under and by virtue of 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:

     NAMES                           ADDRESSES

     Steven A. Alexander             7731 East Valley Vista Lane, Scottsdale
     Ronald E. Dressler              4822 West Vogel Avenue, Glendale
     John D. Hamman                  1970 East Lodge Drive, Tempe

                                       
                                  ARTICLE II

     The name of the Corporation shall be ARIZONA DESERT APPLE MENAGERIE, INC.  It shall also be known as "A.D.A.M. II".
                                       
                                  ARTICLE III

     The principal place of business of the corporation shall be Phoenix, Maricopa County, Arizona, but the Board of Directors may establish other offices or places for conducting business, either within or without the State of Arizona as the best interests of the corporation may indicate.
                                       
                                  ARTICLE IV

     The Corporation shall neither have nor issue capital stock.
                                       
                                   ARTICLE V

     The Corporation is organized and shall be operated only for religious, charitable, scientific, literary and educational purposes, as defined in Section 501 (c) (3) of the Internal Revenue Code of 1954 as amended. The purposes and objects of the corporation shall be as follows:

     A. To assemble owners and users of computers made by the APPLE COMPUTER COMPANY of Cupertino, California, for the purposes of education, training and development in the use and application of computers. 

     B. To design, plan, create, educate, and sponsor clubs, clinics, competitions, training facilities and materials, and to produce programs to enhance the individual competency of users of APPLE Computers.

     C. To study, review, research, evaluate, conduct projects, seminars, clinics, competitions, clubs, and to prepare papers, books, pamphlets, reports and materials of all kinds for the purpose of improvement, evaluation, training, education and advice to owners and users of computers and others of all ages with respect to training, equipment and procedures, and the origination of new techniques, systems, concepts and materials regarding computers.

     D. To receive and maintain funds, and apply the income and principal thereof to promote the use and understanding of computers throughout the State of Arizona and the United States, and to that end, to establish and maintain charitable, benevolent and other agencies and institutions similarly organized.

     E. To assist and encourage members to maintain a spirit of good fellowship, sociability and fair ply, and to sponsor educational activities to promote skills in the use and application of computers. 

     F. To provide the beginner and the accomplished computer user with full opportunity to develop their skills and enhance their enjoyment in the use of computers.

     G. To undertake, carry on and promote such educational activities as will promote the use and understanding of computers, the purpose of good fellowship, whether by directly participating in such activities or by supporting and aiding such activities by means of contributions to, joint participation or cooperation with other institutions, corporations, trusts, foundations or agencies, public or private, whose purposes, activities and objects are within one or more of those stated herein.

     H. To own, hold, lend, borrow, acquire, purchase, sub-divide, develop, lease, mortgage, sell, transfer, receive, maintain and otherwise take or dispose of real and personal property of every nature and description and to use the whole or any part of the appreciation or income therefrom and the principle thereof exclusively for charitable, religious, scientific, literary or educational purposes, either directly or by contributions or other form of assistance to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 as amended.

     I. To accept and receive by gift, devise, bequest, endowment, grant or otherwise real or personal property of every kind, and to make grants or gifts of real of personal property to organizations, as provided in subparagraph D of this Article.
                                       
                                  ARTICLE VI

     In furtherance of the purposes enumerated above, the Corporation shall have the capacity and power to do any and all things necessary and appropriate to accomplish those purposes, including, but not limited by, the following:

     A. To accept, acquire, receive, take, and hold by bequest, devise, grant, gift, purchase, exchange, lease, transfer, judicial order or decree, or otherwise, for any of its objects and purposes, any property, whether real or personal, of any kind, nature or description, and wherever situated.

     B. To sell, exchange, convey, mortgage, lease, transfer, or otherwise dispose of, any such property, whether real or personal, as the objects and purposes of the Corporation may require.

     C. To borrow money, and, from time to time, to make, accept, endorse, execute, and issue bonds, debentures, promissory notes, bills of exchange, and other obligations of the Corporation for monies borrowed or in payment for property acquired or for any of the other purposes of the Corporation, and to secure the payment of any such obligations by mortgage, pledge, deed, indenture, agreement, or other instrument of trust, or by other lien upon, assignment of, or agreement in regard to all or any part of the property, rights or privileges of the Corporation wherever situated, whether now owned or hereafter acquired.

     D. To hold, manage and administer the real and personal property of the Corporation and to use and apply the whole or any part of the income and principal thereof exclusively for religious, charitable, literary, scientific or educational purposes.

     E. To engage in any lawful business incidental to the main purposes of the Corporation, and to do all other acts necessary or expedient of the administration of the affairs and the attainment of the purposes of the Corporation.

     F. To invest and reinvest its funds and assets subject to the limitations and conditions contained in any gift, devise, bequest or grant.

     G. To exercise all rights and privileges appurtenant to any securities or other property held by the Corporation, including the right to vote any shares of stock which it may hold.

     H. To employ suitable agents, including but not limited to, accountants, attorneys, real estate brokers, public relations counsel and other employees, and to pay their reasonable compensation and expenses for services performed.

     I. No part of the net earnings of the Corporation shall inure to the benefit of any director or officer of the Corporation or any private individual; provided, however, that reasonable compensation may be paid for services rendered to the Corporation in furtherance of its purposes.

     J. The Corporation shall not, as a substantial part of its work, engage in activities which influence legislation by propaganda or otherwise, and shall not, directly or indirectly, including the publication or distribution of statements, participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

     K. To carry on business under one or more assumed names or as a partner with any Corporation, firm or individual; provided, however, that the Corporation shall not engage in prohibited actions as defined in Section 503 (c) of the United States Internal Revenue Code of 1954, as amended, or any successor section, nor shall it unreasonably accumulate income or otherwise invest in such manner as would result in denial of tax exemption under applicable federal law.

     L. In general, to do and perform any and all acts and things and to transact any business which may be necessary, suitable or convenient for the accomplishment of the purposes of the Corporation, to the same extent as a natural person might or could do.

     M. The foregoing enumeration of specific powers shall not be deemed exclusive or to limit or restrict in any manner the powers of the Corporation.
                                       
                                  ARTICLE VII

     A. The affairs of the Corporation shall be conducted by a Board of Directors, and by the officers of the Corporation as they shall be directed by the Board of Directors.  The Board of Directors shall consist of not less than three nor more than twenty-five persons, as determined from time to time by the Board of Directors.  The annual meeting for the purpose of electing the Board of Directors and reviewing the affairs of the Corporation shall be held at such places as shall be determined by the Board of Directors of the Corporation on the last Saturday in September of each year, beginning with the year 1981.

     B. Pursuant to the provisions of Arizona Revised Statutes, Section
10-451, the incorporators held a meeting on the 30th day of May 1981, at 3003 North Central Avenue, Phoenix, Arizona, and did agree to incorporate themselves in accordance with the provisions of these Articles of Incorporation, and did elect the following named persons as Directors, who shall serve until their successors have been elected and qualified:

      NAMES                        ADDRESSES

     Steven A. Alexander    7731 East Valley Vista Lane, Scottsdale
     Ronald E. Dressler     4822 West Vogel Avenue, Glendale
     John G. Hamman         1970 East Lodge Drive, Tempe

     C. If at any time, a vacancy shall occur in the Board of Directors, the vacancy may be filled by the remaining member or members of the Board then in office.  The person so elected to fill a vacancy shall serve during the unexpired term of the prior holder of the office, and until his successor shall be elected and qualified.

     D. The Board of Directors shall have the power to appoint such committees or advisors, trustees, or governors as it shall determine to assist the Board in an advisory capacity in discharging the purposes of the Corporation.
                                       
                                 ARTICLE VIII

     The officers of the Corporation shall be a President, Vice-President, Secretary and Treasurer, and such other officers and assistant officers as shall from time to time be designated by the Board of Directors.  When expedient to do so, the Board may direct that the office of Secretary and the office of Treasurer be combined into a single position; when so ordered, the office shall be known as Secretary-Treasurer.  The following persons were elected at the organizational meeting to serve in their offices until their successors are elected and qualify:

     OFFICE                 OFFICE HOLDER

     President               Steve Alexander
     Vice-President          Ron Dressler
     Secretary-Treasurer     John Hamman

     The Directors shall have the power to conduct the affairs of the Corporation, including, but not limited to: the power to adopt, amend or rescind by-laws; to fill vacancies on the Board which occur between election, to create such committees as the Board deems appropriate; and to employ such technical, professional or other personnel as the Board deems appropriate and necessary.
                                       
                                  ARTICLE IX

     The Articles of Incorporation may be amended by a vote of the majority of the Board of Directors.  The Board of Directors shall adopt by-laws for the Corporation and make and adopt rules and regulations to conduct the affairs of the Corporation, which by-laws, rules and regulations may be amended or repealed by a majority of the Board of Directors.
                                       
                                   ARTICLE X

     Subject to the further provisions hereof, the Corporation shall indemnify any and all of its existing and former employees, officers, directors and agents against all expenses incurred by them, including, but not limited to legal fees, judgments, penalties and amounts paid in settlement or compromise, which may arise or be incured, rendered or levied in any legal action brought or threatened against any of them for or on account of any action or omission alleged to have been committed while acting within the scope of employment as employee, officer or agent of the Corporation, whether or not any action is or has been filed against them and whether or not any settlement or compromises approved by a court. Indemnification shall be made by the Corporation whether the legal action brought or threatened is by or in the name of the Corporation, or by any
 
 other person. Whenever any existing or former director, officer, employee or agent shall report to the president of the Corporation or the Chairman of the Board of directors that he or she has incurred or may incur expenses, including by t not limited to legal fees, judgements, penalties or amounts paid in settlement or compromise in a legal action brought or threatened against him or her for or on account of any action or omission alleged to have been committed while acting within the scope of employment by the Corporation, the Board of Directors shall determine in good faith whether, in regard to the matter involved in the action or contemplated action, the person acted, failed to act, or refused to act willfully, with gross negligence, or with fraudulent or criminal intent. If the Board determines in good faith that such person did not act willfully, with gross negligence, or with fraudulent or criminal intent in regard to the matter involved in the action or contemplated action, indemnification shall be mandatory and shall be automatically extended as provided herein, provided, however, that no indemnification shall be available with respect to liabilities under the Securities act of 1933, and provided further that the Corporation shall have the right to refuse indemnification in instance in which the person to whom indemnification would otherwise have been applicable shall have unreasonably refused to permit the Corporation, at its own expense and through counsel of its own choosing, to defend him or her in the action.
                                       
                                  ARTICLE XI

     The Corporation shall commence upon the filing of these articles of Incorporation with the Arizona Corporation Commission, and shall have perpetual existence.
                                       
                                  ARTICLE XII

     The private property of the Directors, Officers, members, employees, and each of them shall be forever exempt from all corporate debts, liabilities and obligations of any kind whatsoever.
                                       
                                 ARTICLE XIII

     In the event of the  dissolution of the Corporation, any assets remaining after the payment of the creditors shall be distributed or one or more of the exempt purposes of the Corporation of paid over to an organization or organizations described in Section 501 (c) 3 of the Internal Revenue Code of 1954 as amended; such organization or organizations shall be selected by the Board of Directors, In no event shall assets be distributed to any director, officer or member of the Corporation, or to any private individual.
                                       
                                  ARTICLE XV

     The statutory agent of the Corporation shall be Joseph A. TVEDT, JR.,
3600 North 19th Avenue, Phoenix, Arizona 85015, a resident of Maricopa County and the state of Arizona for more that three years, who is the Corporation's lawful agent to accept and acknowledge service of process and upon whom may be served all process or processes in any action, suit or proceeding that may be had or brought against the Corporation in any of the courts of the state of Arizona; such service or acceptance thereof shall have the same force and effect as if served upon an officer of the Corporation. This appointment may be revoked at any time by the filing of an appointment of the successor agent.

     IN WITNESS WEREOF, we, as incorporators, have hereunto set our hands this 30th day of May, 1981.


                                         __________________________________
                                            STEVEN A. ALEXANDER


                                         __________________________________
                                            RONALD E. DRESSLER


                                         _________________________________
                                           JOHN D. HAMMAN



STATE OF ARIZONA    )
                    ) ss.
COUNTY OF MARICOPA  )


     On this, the 30th day of May, 1981, before me the undersigned Notary Public, personal, personally appeared STEVEN A. ALEXANDER, RONALD E. DRESSLER and JOHN D. HAMMON,  and acknowledged that they, and each of them, signed this foregoing Articles of Incorporation for the purposes stated therein.



                                       __________________________________
                                            JOSEPH A.TVEDT, JR.
     Notary Public


My Commission Expires Jun 29, 1982


