ARTICLES OF INCORPORATION OF HUMBOLDT INTERNET PROVIDER  

The undersigned, acting as incorporators of a non-profit corporation under Nevada statutes, Chapter 82, as a "Corporation for Public Benefit" and within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986 in effect on October 1, 1991, do hereby amend and execute the following Articles of Incorporation on the fourteenth day of September, 1998.

  ARTICLE I NAME  

The name of the Corporation is the Humboldt Internet Provider.

  ARTICLE II DURATION

 

The period of duration of this Corporation shall be perpetual, unless the Board of Directors, at their discretion, shall determine to terminate it.

  ARTICLE III PLACE OF BUSINESS

 

    1. The name and address of the Corporation’s resident agent for service of process is:

      2. Monty Moddrell, P.O. Box 314, McDermitt, NV 89421

    2. The territory in which the operations of the Corporation are to be principally conducted shall be set forth in the Bylaws.

  ARTICLE VI PURPOSE

    1. This organization is exclusively for Charitable purposes within the meaning of section

      2. 501(c)(3) of the Internal Revenue Code.

    2. To enter into, make and perform contracts of every kind and description.
    3. To provide Internet access to the rural communities of parts of Nevada and Oregon,

      4. to construct and maintain Web Pages for rural businesses and to provide technical support and technical repair services as needed. Furthermore to provide an educational opportunity for the students administering these services and, as possible, establishing scholarships for those students.

    4. To do any and all acts allowable and have all lawful purposes for a nonprofit

      5. corporation by Nevada law.

    5. 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 Internal Revenue Code of 1986 ( or of any future United States Internal Revenue law).

 

ARTICLE V MEMBERSHIP

The corporation shall have one or more class of members and the total number of members shall not be less than seven (7). The designation of the class or classes of members and the qualifications, rights and method of acceptance of members shall be set forth in the Bylaws of the Corporation. Each member shall be entitled to cast one vote at any election of directors of the Corporation for any matter brought before them requiring membership disposition.

  ARTICLE VI DIRECTORS

The number of directors of the Corporation’s governing board shall be set forth in the Bylaws of the Corporation. At no time shall the number of directors be less than five (5). The manner in which such Directors shall be elected or appointed shall be provided by the Bylaws. The names and the addresses of the person(s) who are to act as Director(s), until the selection of their successors, are:

NAME ADDRESSES

Cody Young
P.O. Box 145
Orovada, NV 89425
 

Nick Clayson
P. O. Box 95
McDermitt, NV 89421
 

Thane Wegner
P.O. Box 431
McDermitt, NV 89421
 

Pat Goff
McDermitt Combined Schools
100 Olavarria St.
McDermitt, NV 89421
 

Ron Mullinex
McDermitt Combined Schools
100 Olavarria St.
McDermitt, NV 89421

  ARTICLE VIII BENEFIT TO MEMBERS

Upon dissolution of this Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code of 1986 ( or the corresponding section of any future tax code), or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall specify.
 
  ARTICLE 1X CONDUCT OF AFFAIRS

    1. The Bylaws of the Corporation shall regulate the internal affairs of the

      2. Corporation: Authority to adopt, alter or repeal the Bylaws of the

      Corporation shall be vested in the Board of Directors, subject to the power

      of the members to alter or repeal such Bylaws.

    2. the Articles may be amended in the manner authorized by law at the time

of amendment.

 

ARTICLE X INCORPORATORS

The names and addresses of the incorporators of the Corporation are as

follows:

NAME ADDRESS

Patrick B. Goff                                                         Monty T. Moddrell

McDermitt Combined School                                 McDermitt Combined School

100 Olavarria St.                                                     100 Olavarria St.

McDermitt, NV 89421                                             McDermitt, NV 89421       ARTICLE XI PERSONAL LIABILITY OFMEMBERS AND BOARD OF DIRECTORS

As set forth in NRS 82.241, a member of the Corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the Corporation.

As set forth in NRS 82.221, except as otherwise provided in NRS 82.136 and 82.536 and chapter 35 of NRS, no action may be brought against an officer or director of a corporation based on any act or omission arising from failure in his official capacity to exercise due care regarding the management or operation of the Corporation unless the act or omission involves intentional misconduct, fraud, knowing violation of the law or the failure of a director or officer of the Corporation to review information, opinion, reports, books of account or statements, including financial statements and other financial information, submitted to him/her for review.