The registered office of the Corporation shall be located at Mounds View High School, 1900 Lake Valentine Road, Arden Hills, Minnesota 55112.

For such purposes, and not otherwise, the Corporation shall have and exercise only such powers as are required by and are consistent with the foregoing purposes, including the power to acquire and receive funds and property of every kind and nature whatsoever, whether by purchase, conveyance, lease, gift, grant, bequest, legacy, devise, or otherwise and whether in trust or otherwise, and to own, hold, expend, make gifts, grants, and contributions of, and to convey, transfer, and dispose of any funds and property and the income therefrom in furtherance of the purposes of the Corporation hereinabove set forth, or any of them, and to lease, mortgage, encumber, and use the same, and such other powers that are consistent with the foregoing purposes and that are afforded to the Corporation by the Minnesota Nonprofit Corporation Act and by any future laws amendatory thereof and supplementary thereto. Provided, however, that all such powers of the Corporation shall be exercised only so that the activities of the Corporation shall be exclusively within the contemplation of Sections 170(c)(2) and 501(c)(3) of the Code, and of Section 290.05 of the Minnesota Statutes; provided further, however, that the reference herein to Section 290.05 of the Minnesota Statutes shall not permit, and shall not be taken as permitting, the Corporation to have or exercise any power which is not within the contemplation of Section 170(c)(2) and 501(c)(3) of the Code; and provided finally, however, that the Corporation shall not carry on any activity not permitted to be carried on by a corporation that is exempt from federal income taxes under Section 501(a) of the Code or by a corporation that is described in, and contributions to which are deductible for federal income tax purposes under, Section 170(c)(2) of the Code.

All references in these Articles of Incorporation to a particular section of the Code shall mean and include, as now enacted or as hereafter amended, such section and any provision of federal law as is or may hereafter be applicable or cognate to such section; and the reference in the Article to Section 290.05 of the Minnesota Statutes shall mean and include, as now enacted or as hereafter amended, such provision and any provision of Minnesota law as is or may hereafter be applicable or cognate to such provision.

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to any director or officer of the Corporation, or any private individual, except that the Corporation 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 Article 3 hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and 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. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code, or the corresponding section of any future federal tax code.

The duration of the Corporation shall be perpetual.

The Corporation shall not have any members.

The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, who shall be elected in the manner provided in the Bylaws of the Corporation. The number of directors, their qualifications, terms of office and other conditions are provided in the Bylaws.

No director or officer of the Corporation, as such, shall have personal liability to any extent for the acts, debts, liabilities or obligations of the Corporation, and each director and officer shall receive indemnification from the Corporation against certain liabilities and expenses in the manner provided in the Bylaws of the Corporation.

Any action required or permitted to be taken at a Board meeting may be taken by written action signed by all of the directors.

The Corporation may be dissolved in accordance with the laws of the State of Minnesota. Upon dissolution of the Corporation, and after the payment of all liabilities and obligations of the Corporation and all costs and expenses incurred by the Corporation in connection with such dissolution, any remaining assets shall be distributed to Mounds View Public School in Minnesota subject to the condition that such property and assets be used for the purposes of the Corporation set forth in Article 3 of these Articles. If at the time of such distribution, Mounds View High School no longer exists or Mounds View High School is unable or unwilling to accept such distribution subject to the condition stated above, then the remaining property and assets of the Corporation shall instead be distributed to one or more corporations, associations, trusts, foundations, and institutions that are then in existence, that are organized and operated exclusively for one or more purposes described in Section 170(c)(2) and 501(c)(3) of the Code, that are described in Section 501(c)(3) and in Section 509(a)(1), (2), or (3) of the Code, and that are exempt from federal income taxes under Section 501(a) of the Code, all in such proportions as shall be determined (1) by the Board of Directors of the Corporation if the dissolution of the Corporation is not required by the laws of the State of Minnesota then in existence to be conducted under court supervision, or (2) by a court of competent jurisdiction if the dissolution of the Corporation is required by the laws of the State of Minnesota then in existence to be conducted under court supervision. Notwithstanding anything apparently or expressly to the contrary hereinabove contained in this Article 11, if any assets are then held by the Corporation in trust or upon condition or subject to any executory or special limitation and if the condition or limitation occurs by reason of the dissolution of the Corporation, such assets shall revert or be returned, transferred, or conveyed in accordance with the terms and provisions of such trust, condition, limitation.

A majority of the directors of the Corporation may amend these Articles.

I, the undersigned incorporator certify that I am authorized to sign these articles and that the information in these articles is true and correct. I also understand that if any of this information is intentionally or knowingly misstated that criminal penalties will apply as if I had signed these articles under oath.