ARTICLES OF INCORPORATION

Know all men by these presents that we, the undersigned, citizens of the United States and of lawful age, have today voluntarily associated ourselves for the purpose of forming a non-profit, cooperative association under the provisions of Chapter 10, Title 30, Idaho Code, all other laws of the State of Idaho pertaining thereto, and we hereby certify as follows:

ARTICLE I

The name of this corporation shall be the Gem County Historical Society, Incorporated.

ARTICLE II

The purpose of this corporation shall be to bring together persons interested in the history of Gem County; to promote further interest in the heritage of this area; to gather information, objects, and materials relative to its history and development; to carry on educational programs concerning the region; to acquire title and hold title to such real and personal property as may be necessary or desirable to carry out its purpose, and to manage and operate any real or personal property given and devised to or acquired by the corporation; to sell, convey, dispose of, or exchange both real or personal property, and to do any and all things convenient and incidental to the purpose of the corporation, and generally to have and to exercise all such powers as are by law conferred upon such corporations of like character, and in carrying out the purpose of the corporation to do any and all things and exercise any and all powers not prohibited by law, and not prohibited for non-profit corporations qualifying under section 501c, United States Internal Revenue Code, but not for pecuniary profit.

ARTICLE III

This corporation shall have perpetual existence.

ARTICLE IV

The rights and interests of all members shall be equal, and no member shall have or acquire greater interest therein than any other member, and no member shall hold more than one certification of membership in this corporation. This corporation shall never issue any capital stock. No member of the corporation shall ever receive any part of the net earnings of said corporation, but he shall not be debarred from receiving payment for services actually rendered or material furnished, and each member agrees that all funds of this corporation shall be used solely and exclusively to carry out and to attain the objectives of this corporation.

ARTICLE V

The number of directors of this corporation shall be not less than five nor more than thirty, each of whom shall be members of this corporation, and the number, qualifications, and terms of office, manner of elections, time and place of calling meetings, and powers and duties of the directors shall be prescribed in the By-laws of the corporation. The board of directors shall have power to conduct all the affairs of the corporation.

The Junion Past President of the Gem County Historical Society, Inc., shall act in the same capacity as a board member; enjoying all said privileges and responsibilities.

ARTICLE VI

The officers of this corporation shall be a president, vice-president, secretary, and treasurer, and such other officers as the board of directors shall deem necessary. Each of the officers shall have such powers as are conferred by the By-laws of the corporation. Officers shall be chosen by and shall hold office during the pleasure of the board of directors.

ARTICLE VII

An annual meeting of the membership of the corporation shall be held upon a date provided for in the By-laws of the corporation.

ARTICLE VIII

In the event of dissolution of this corporation, the disposal of assets or property shall be determined at the time of such dissolution only to a non-profit corporation or an agency of government duly qualified under the regulations of Section 501c, United States Internal Revenue Code, and having objects or purposes similar to those to which this corporation is devoted; provided further that in no event shall any of the assets or property, in the event of dissolution thereof, go or be distributed to members, either for the reimbursement of any sum subscribed, donated, or contributed by such members, or for any other such purpose, it being the intent that in the dissolution of this corporation, or upon its ceasing to carry out the objects and purposes herein set forth, the property and assets then owned by the corporation shall be devoted to the carrying on of the function and the purposes of this corporation.

ARTICLE IX

These articles may be amended after ten (10) days written notice to all members, by a majority of the members voting at a regular meeting or at a special meeting called to consider amendments.

ARTICLE X

The registered office of this corporation is at Emmett, Idaho 83617.

ARTICLE XI

Dues shall be established when necessary by the affirmative vote of the majority of members present at a regular meeting.