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AI\,IENDED ARTICLES OI' INCORP.ORA+EON ...

OF

PRESCOTT SPORTSMENIS CLUB, INC.,

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned Directors, having duly passed

a resolution to amend the Articles of Incorporatj-on of

Prescott Sportsments C1ub, a non-profit corporation under

and by virtue of the l-aws of the State of Arizona, and

particularly Title 10, Chapter Ir. Article !6, A.R.S., do

hereby adopt Amended Articles of Incorporation as follows:

ARTICLE IThe amend.ed name of this corporation shall be Prescott

Sportsmenrs CIub, Inc., and its principal place of business

shall be Prescott, Yavapai County, Arizona, but other places

of business may be maintained throughout the State of Ari zona

as the Board of Directors may designate.

ARTICLE IIThe names, residences and post office addresses of

the members of the Board of Directors are as follows:

L. John Hood Antode R. GorenctL27 fron Springs Road 3438 \*aylor DrivePrescott, Arizona Prescot( Valley

Pres cott )'.f.ri zonaEugene J. Bordas, Jr,951 Norrj-s Road John C. RalrmerPrescott, Arizona 505 Sie(ra Drive

Prescot*. ArizonaRcbert B. Iirompson '\'

9I0 Yuma Road RaYmond M. RYanPrescott., Arizona 3125 P.oma Circ1e

.Pres cot'\, .Ari zona

Harold ,J. WentheI21I DbmersePrescoti,r.. ArizOna

Byron.,LangdellP. O. Box 973Prescott. Ari-zona

Camrnon J. Bender62L Gle.nwood Avenue 2Og2 \avapai DrivePrescot\, Arizona Presco\tt, Arizona

\\"'G"org".J. Stidworthy, g=, \

P. O. Box 1363Prescott, .Ari zarra

\ARTICLE III

The objects and purposes to be promoted. and obtained

by the corporation, are as folLowsI

The encouragement of organized rifle and pistolshooting arnong citizens of the United States, with a view

toward a better knowledge on the part of such citizens, ofthe safe handling and proper use of. fj-rearms, as well as

improved markmanship; the development of those charac-

teristics of honesty, good fellowship, self-discipline,team play and self-reliance which are the essentials of

good sportsmanship and the foundation of true patriotisrn;

the provision of expert instruction to members, as well as

non-members, j-n the proper use of f irearms, i-ncluding

instruction for beginners i und.er an organized program of

Hunter-Safety; the promotion of the conservation of wildlifeand. other natural resources of the United States

In furtherance and not in limitation of the genera1

powers conferred by the laws of ttre Scat+ ,cf Arizona ',+ith

Jack G! BakerP. O. Box 301i,"xJ' mIN.I"iu, Arizona\Charlies DeMennaP. o.\ox 1585nresco\, Arizona

\Charles W. DeVito

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respect to nonprofit corporations and to accomplish the

purposes hereinabove set forth, but for no other purposer

the corporation shall have and exercise all powers incidentalto or desirable or necessary for carryi.ng .out the foregoing

purposes, which said powers shall include, but not be limitedto, the following:

1. To do any and all things herein set forth as

objects, purposes, powers or othe::vtise, either alone or inconjunction with others, to conduct its business in thisState, other States, the District of Columbia, the terri-tories and colonies of the United States and, in foreigncountries and the terrj-tories and colonies, thereof, and tohave one or more offices outside of this State, and toacquire, purchase, hold, mort,gage, pledge, assign, transferand convey real and, personaL property out of this state.

2. Subject only to the limitations set forth in A.R.S.,

S10-454, to purchase, acguire and otherwise deal in, toho1d, own, mortgage, sel1, lease, ient and convey, and

otherwise dispose of real property of every class and

description.

3. To enter into, make, perform, and carry out

contracts and agreements of every kind for every lawfulpurpose without limit as to amount, with any person, firm,association or corporation, the Government of the United

States or any State, and any authorized agency thereof, and

with foreign governments and any of their authorized agients.

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4. fo guarantee, purchase, ho1d, sellr.assign,

transfer, mort,gage; pledge or otherwise dispose of shares

of capital stock or any bonds, securities, or other evidences

of indebted.ness issued or created hy any corporation or

corporations of this State or of any State, country, nation,

or. government, and white the owner of said stock otr securities

to exercise aLl rights, powers and privileges of ownership,

including the right to vote thereon to the same extent as

a natural person might do.

5. To act as agent, trustee, broker or in any other

fiduciary capacity.

5. To borrow money and to issue its own notes, bonds,

debentures or other evidence of indebtedness, and to hold

secure the same by mortgage or otherwise, upon any realproperty which the corporation may ho1d, oi upon personal

property; provided, however, that the corporation sha1l

not encumber its real property by mortgage or other lien

except when duly authorized so to do by two-thirds (2/3)

vote of the Board of Dj-reetors voting at a regular or

special meeting ca11ed for that purpose.

7. To sue and be sued in'its own nane.

8. To do any and a1.1 things, and to exercise a1f

powers which a corporation or natural person coul-d, do and

exercise, and to have and exercise all the rights, Powers

and privileges now or hereafter belongi-ng to or conferred

upon non-profit corporations.

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9. To solicit and receive funds for the accompJ.ish-

ment of the purposes of this corporation; to borrow and Lend

Iooney.

I0. To employ all necessary staff to accomplish orfurther any of the foregcling corporate purposes.

11. To send representatives to conventions and meetings

to represent the corporation.

L2. To obtain such policies of insurance on behalfof the corporation as are deemed necessary by the Board ofDirectors.

13. To operate shooting facilities, including but

not limited to a range.

A11 of the foregoing powers, whether specificallyset forth herein or contained by implication, shal1 be infurthefance and not in limitation of the corporate powers

conferred by the statutes of the State of Arizona.

AIITICLE IV

This corporation is organized for non-profit purposes,

and pecuniary profit, gain or private advantage is not and

shall not hereafter be the object of this corporation, the

incorporators or its officers and directors, nor shal1 any

part of the net earnings of the corporation inure to the

benefit of any member or individual, and all powers of thiscorporation hereinabove conferred shall be subject to thislimitation and exception, This corporation shall have and

issue no capital stock, and shall be composed of members

rather than shareholders.

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ARTICTE V

The time for the commencemen;fit this corporationshal1 be tne@ the Arizguat'Corporation corunission shal1

issue its Certifi rpor.ation in accordance withlaw, and Lhe -{ermination thereof . E -five (25)

years after, with the privi}ege \_.-of renewal as provided.

law.

ARTICLE VI

The affairs of this corporation shalL be conducted

by a Board. of Directors of not less than four (4) nor more

than thirteen (13) members, as determineil by thq By-Laws

of the corporation. rhe officers of the corporation sharlconsist of a President, Vice-president, Secretary and

Treasurer. whether or not the foregoing officers shalL be

members of'the Board of Direetors sharl be determined by

the By-Laws. The Board may create and firl such otheroffices as it desires from time to time.

Election of the Board of Directors shal1 be held atthe annuar meeting of the members to be herd on the rastMonday of July of each yearr or on the next, succeeding day

if such day be a horiday, from among the membership of the

corporation, and shaII hold office until their successors

have been elected. and gualified. The date of the annual

meeting may be changed by a two-thirds (2/3) vote of the

members in attendance at an annual meeting.

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The Board of Directors shall have the power to adopt,

amend and reseind By-Laws and to make all rules and regula-

tions expedient or necessary for the management of the

affairs of the corporation, to provid.e for the qualification

of members, the manner of election and terms of admission

to membership, the fees of adrnission and dues, Lt anyi for

the expulsion anC suspension of members for misconduct, and

for restoration to membership, and such other regulations as

are consist.ent with the objects of the corporation.

The Board of Directors shall have the power to fill

vacancies occurring in their number for any cause whatsoever.

said appointment to last until the next annual meeting and

shall in addj-tion have the power to appoint and employ

managers, ad.visors and agents to assist in the conduct of

the affairs of the corporation and for such purposes may

enter into a management contract.

ARTICIJE VTI

The highest amount of, indebtedness, direct or conlingent,

to which this corporation sha11, at any time, subject itself,

shaLl equal the limitation fixed by the Corporation Commission

of the State of A-rizona ang applicable 1aws, rules and

regulations pertaining thereto.

ARTfCLE VTII

fhe private property of the incorporators, members,

directors, officers, employees and agents of this cQrpora-

tion,shall be forever exempt from liability for corporate

debts and obl-igations , ''

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ARTICLE IX

Upon the dissolution of this corporation, whether

such dissolution sha}l result from voluntary act,ion on the

part of the Board. of Directors, Court Orderl lapse of time,

or otherwise, no part of the remaining assets of the

corporation, after discharge of corporate liabilities, shallinure to the private profit, benefj.tr or advantage of any

officer, Director or member of Lhe corporation, but the

whole of such remaining assets shall be distribut,ed by the

Board of Directors to any other corporation with sj-milar

objects and purposes to those of this corporation and shallbe exempt from Federal taxes under the provisions of Section

501 (c) of the Internal Revenue Code of 1954 r or any amend-

ment thereto.

ARTICLE X

The power to amend these

or any part thereof is vested

amended only by the action ofthe members in attendance at a

special meeting called, upon atfor this purpose.

Articles of Incorporation

in the membership and can be

two-thirds (2/3) majority of

regular meetj-ng or at a

least two 12) weeks notice

ARTICLE XI

Thomas R. McCowan,

Prescott, Arizona, having

Yavapai County, Ari zona,

hereby appointed and made

1I7 East Gurley, Suite 204,

been a bonafide resident offor three (3) years last past, is

the lawful agent of the corpora-

tion and in behalf of this corporation in the State of

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Arizona, to accept and acknowledge service of, and upon

whom may be served. arr necessary process or processes inany action, suit or proceedings that may be had or brought

against the corporation in any of the courts of the stateof Arizona' The appointment may be revoked at any time by

filing the appointment of another agient.

ARTICLE XIIshoild any Director ofi orti"er or former Director or

officer of this corporation be involved in a legal actionfor acts or omissions atleged. to have been committed by any

such person while acting within the scope of his employment

as a Director or officer of this corporation, he may bej"ndemnified, by this corporaLion against expenses incurredby him including lega1 fees, judgments and p'enaltiesrendered or levied against any such person, pRovrDED, thatthe Board, of Dj-rectors determines in good faith that such

person did not act, fail- to act, or refuse to act, wiIrfulIyor with gross negligence or with fraudulent or criminalintent in regard to the matter invorved. in the action. Thisprovision is intended to reflect the rights and duties ofthis corporation with respect to its Directors and officersas is set forth in A.R.S. r' SfO-I98.

Adopted by a two-thirds (21.3)

members in attendance at a regular

Sportsmen's Cl ub held on *eZgt/,1975,

majority vote of the

meeting of PrescottI

d.ay of JrLy ,

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IN WITNESS WHEREOF, we have hereunto set our hands

this Z*rlauvrr.i.,lf ,ts7s.

ttt-t'rtAw;w,{/

STATE OF ARIZONA

County of Yavapai

r SUBSCRIBED AND SwoRN to before me this ?8rl aay cE\ '' ' '',

, !g75, by all ;qhe foregofn!-Tn'iir4iduhls'' '

My Commission Ex1&es:

Nly Commission F.xpi.es Feb. 1, 1979

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;JL;

"--/ .

n C. Raymer

4 7.7.*LgL

Nota::v Pubirc