ARTICLES OF INCORPORATION
OF
RASSAVONG SCHOLARSHIP FOUNDATION
A CALIFORNIA PUBLIC BENEFIT CORPORATION

I. Name

The name of this corporation is RASSAVONG SCHOLARSHIP FOUNDATION.

II. Purposes

(a) This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes.

(b) The specific purposes for which this corporation is organized are to grant scholarships to students from local regional, low-income families to promote professional, academic or artistic achievement.

III. Registered Agent

The name and address in the State of California of this corporation's initial agent for service of process is:

Paulina Rassavong
800 Via Bahia
San Marcos CA 92069.

IV. Limitation of Powers

(a) This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

(b) Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

(c) No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office.

V. Board of Directors

(a) The affairs of the corporation shall be managed by a Board of Directors. The method of electing the Board of Directors shall be determined by the By Laws of the Corporation.

(b) The names and addresses of the persons appointed to act as the initial directors of this corporation are:

VI. Transactions Involving Directors

   (a) No contracts or other transactions between this corporation and any other corporation, and no act of this corporation shall in any way be affected or invalidated by the fact that any director of this corporation is financially or otherwise interested in, or is a trustee, director, or officer of, such other corporation.

   (b) Any director, individually, or any firm of which any trustee may be a member, may be a party to, or may be financially or otherwise interested in, any contracts or transactions of the corporation; provided, that the fact that such director or such firm is so interested shall be disclosed to or shall have been known by the Board of Directors or a majority thereof.

VII. Distributions upon Dissolution

(a) The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of the organization shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person.

(b) On the dissolution or winding up of the corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this corporation, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.

Date:                5 November 2004

 

____________________________

Paulina Rassavong, Director

____________________________

Scott J. Kurowski, Director

We, the above-mentioned initial directors of this corporation, hereby declare that we are the persons who executed the foregoing Articles of Incorporation, which execution is our act and deed.

____________________________

Paulina Rassavong, Director

____________________________

Scott J. Kurowski, Director

RECEIPT FROM THE SECRETARY OF THE STATE OF CALIFORNIA
05 DECEMBER 2004
CORPORATE ID #2710049