Articles of Incorporation

ARTICLES OF INCORPORATION OF THE BULLERVILLE FOUNDATION

A NON-PROFIT WASHINGTON CORPORATION

The undersigned person, acting as incorporator, under the Washington Non-profit Corporation Act (Revised Code of Washington 24.03) hereby adopts and executes the following Articles of Incorporation.

ARTICLE I

The NAME of this non-profit Washington corporation is The Bullerville Foundation

ARTICLE II

The period of DURATION of this corporation shall be perpetual.

ARTICLE III

The PURPOSES for which this non-profit organization is being formed are to engage in activities allowed for a nonprofit corporation under Washington State law. Specifically, but without limitation, the Bullerville Foundation's purposes include each of the following:

To preserve and protect the environment and natural qualities of the area around the former Buller Brothers Lumber Company, and now the Skagit River Resort, between Rockport and Marblemount, Washington (aka "Bullerville");

To enhance the beauty, outdoor recreational opportunities and the unique historical character of Bullerville, by developing, without limitation, facilities such as interpretive trails, memorials, plantings and gardens;

To facilitate programs of an educational or instructive nature in areas, without limitation, such as natural lore, history, outdoor recreation, wellness, lifeskills training and self-improvement, and to participate with other entities in making such programs available at Bullerville;

To undertake activities in furtherance of support of any of the foregoing purposes including, without limitation, informational programs about Bullerville (and its surrounding environs) --past and present, and its qualities and facilities;

To participate in the maintenance, enhancement, renovation and repair of historically significant structures and sites that are located at Bullerville, including, without limitation, the remains of the lumber company buildings and facilities, and the non-denominational wilderness chapel, and as well, similar care of facilities that are built to further the purposes of the foundation;

To encourage the receipt of tax-deductible gifts of money, time and resources for the benefit and furtherance of all the aforementioned activities; and

To furnish funds, property, grants, and services to other organizations in furtherance of any of the foundation’s purposes.

Furthermore, to engage in any other lawful activity which may hereafter be authorized from time to time by the Board of Directors; provided, however, that the purposes for which the corporation is formed shall at all times be consistent with Section 501(c)(3) of the Internal Revenue Code of 1986, as it now exists or as hereafter amended (the "Code"), including within such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code.

ARTICLE IV

This corporation shall have POWERS to do all lawful acts or things necessary, appropriate, or desirable to carry out and in furtherance of its purposes described in Article III which are consistent with the Washington Non-Profit Corporation Act and Section 501(c)(3) of the Internal Revenue Code.

ARTICLE V

The corporation shall be APOLITICAL. No substantial part of the activities of this corporation shall be devoted to attempting to influence legislation by propaganda or otherwise, and the corporation shall not participate in, or intervene in (including the publication or distribution of statements with respect to) any political campaign on behalf of or in opposition to any candidate for public office.

ARTICLE VI

The name of the REGISTERED AGENT is Donald R. Clark, and the address of the initial REGISTERED OFFICE of this nonprofit corporation is 58468 Clark Cabin Road, Rockport, WA 98283.

CONSENT TO APPOINTMENT AS REGISTERED AGENT

I, Donald R. Clark hereby consent to serve as Registered Agent in the state of Washington for The Bullerville Foundation. I understand that as agent for the foundation, it will be my responsibility to accept Service of Process on behalf of the foundation; to forward license renewals and other mail to the foundation; and to immediately notify the Office of the Secretary of State in the event of my resignation or of any changes in the Registered Office address.

Signed _______________________________________________,

Registered Agent Dated _____ November 2002

ARTICLE VII

The management of this corporation shall be vested in a BOARD OF DIRECTORS. The number of directors, and the method of selecting directors shall be fixed by the Bylaws of this corporation, provided that the initial directors shall be five (5) in number, and their names and mailing addresses are:

Names	Addresses
Donald R. Clark	7303 77^th Drive NE, Marysville, WA 98270
Madrene E. Clark	58468 Clark Cabin Road, Rockport, WA 98283
Judith L. Brooks	58468 Clark Cabin Road, Rockport, WA 98283
Daniel A. Huntington	3303 K Avenue, Anacortes, WA 98221
Anne Murphy	PO Box 143, Marblemount, WA 98267

The initial directors shall serve until the first organizational meeting of the Board of Directors and until their successors are appointed and qualified.

Directors of the corporation shall not be personally liable to the Corporation or its members for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, or any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled.

ARTICLE VIII

The Board of Directors is authorized to make, alter, amend, or repeal the BYLAWS of this corporation, and members shall have the power to alter, amend, or repeal such Bylaws by a 60% majority vote of the Board of Directors.

ARTICLE IX

The financial activities of the corporation are subject to LIMITATIONS, in that the corporation shall have no capital stock, and no part in the net earnings of this corporation shall inure in whole, or in part, to the benefit of, or be distributable to, any officer, director, or other individual having a personal or private interest in the activities of the corporation, or to any person or organization other than an organization which is exempt from federal income taxation under Sections 501 (a) or 4501(c)(3) of the Internal Revenue Code, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered, to make reimbursement for reasonable expenses incurred in its behalf, and to make payments and distributions in furtherance of the purposes stated in Article III

ARTICLE X

TRANSACTION INVOLVING DIRECTORS are subject to special attention. No contracts or other transactions between this corporation and any other entity, and no act of this corporation shall in any way be affected or invalidated by the fact that any director of this corporation is pecuniarily, or otherwise interested in, or is a trustee, director, or officer of such other entity. Any director, individually, or any firm of which any trustee may be a member, may be a party to, or may be pecuniarily, 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.

ARTICLE XI

DISSOLUTION DISTRIBUTIONS upon termination of corporation must be handled according to the provisions of the laws of the State of Washington for nonprofit organizations, which require that all of its assets remaining after payment of creditors shall be distributed to one or more organizations selected by the Board of Directors which are qualified as exempt from taxation under the provisions of Sections 501(a) and 501(c)(3) of the Internal Revenue Code, or any successor statutes, and which further purposes set forth in Article III. In no event, shall any of the corporation's assets be distributed to the officers, directors, or employees of the corporation.

ARTICLE XII

During any period of time in which the corporation is deemed to be a PRIVATE FOUNDATION within the meaning of Section 509 of the Internal Revenue Code, as long as its private foundation status continues, the following provisions shall apply in the management of its affairs:

Each year, the corporation shall distribute the income of the corporation, for the purposes specified in Article III, at such time and in amounts at least sufficient to avoid liability for the tax imposed by Section 4942 of the Internal Revenue Code;

The corporation shall not engage in any act of "self-dealing" (as defined in Section 494l(d) of the Internal Revenue Code) which would give rise to any liability for the tax imposed by Section 4941(a) of the Internal Revenue Code.

The corporation shall not sell, exchange, distribute, or otherwise, dispose of any "excess business holdings" (as defined in Section 4945(c) of the Internal Revenue Code) which would give rise to any liability for the tax imposed by Section 4943(a) of the Code.

The corporation shall not make any investments which would jeopardize the carrying out of any of its exempt purposes (within the meaning of Section 4944 of the Code) and which would, therefore, give rise to any liability for the tax imposed by Section 4945(a) of the Code.

The corporation shall not make any "taxable expenditures" (as defined in Section 4945(d) of the Code) which would give rise to any liability for the tax imposed by Section 4945(a) of the Code.

ARTICLE XIII

The corporation shall have NO MEMBERS, and the Directors shall be in control of all of its activities.

ARTICLE XIV

This corporation reserves the right to make AMENDMENTS or otherwise alter, change, and repeal any provision contained in these Articles of Incorporation by the affirmative vote of majority of sixty (60) percent of the Board of Directors.

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I, Donald R. Clark, (residing at 7303 77^th Drive NE, Marysville, WA 98270), in witness to the Articles of Incorporation hereabove presented, have affixed my signature as below, on this date: _____ November 2002.

_____________________________________________

Incorporator