General Information

Articles of Incorporation

Artcicles of Incorporation of the Auxiliary Organizations Association

January 13, 2004

ARTICLE I

The name of this corporation is the: AUXILIARY ORGANIZATIONS ASSOCIATION

ARTICLE II

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 public purposes. The public purposes for which this corporation is organized include the following: To provide a means of communication among auxiliary organizations, to serve as a vehicle for considering and resolving common issues, to assist new auxiliary organizations, to assist auxiliary organizations experiencing management or other problems, and to represent the common interest of the members in appropriate forums.

ARTICLE III

This corporation is organized and operated exclusively for public purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code. Notwithstanding any other provision of these Articles, the corporations shall not carry on any other activities not permitted to be carried on by a corporations exempt from federal income tax under Section 501(c) (3) of the Internal Revenue Code.

ARTICLE IV

a) No substantial part of the activities of this corporation shall consist of the carrying on of propaganda, or otherwise attempting to influence legislation, nor shall this corporation participate or intervene in any political campaign (including publishing or distribution of statements) on behalf of any candidate for public office. 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 1954 (or the corresponding provision of any future United State Internal Revenue Law), or (b) by a corporation contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

b) All corporate property is irrevocably dedicated to the purposes set forth in Article Two, above. No part of the net earnings of this corporation shall inure to the benefit of any of its directors, trustees, officers, private shareholders or members, or to individuals.

c) On the winding up and dissolution of this corporation, after paying or adequately providing for the debts, obligations, and liabilities of the corporation, the remaining assets of this corporation shall be distributed to one or more nonprofit organizations; such organization or organizations to be selected by the Board of Directors of this corporation. Such nonprofit organization or organizations must be organized and operated exclusively for educational purposes, and have established tax-exempt status under Section 501(c) (3) or the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) and have established tax-exempt status under Section 23701d of the California Revenue and Taxation Code (or the corresponding section of any future California Revenue and Tax Law).

ARTICLE V

The number of directors, the manner in which they shall be chosen and removed from office, their qualifications, powers, duties, compensation and tenure of office, the manner of filling vacancies on the Board, and the manner of calling and holding meetings of direction, shall be as stated in the Bylaws.

ARTICLE VI

The Articles of Incorporation shall not be amended without the vote of a majority of the total voting membership of the Association.

ARTICLE VII

The name of the existing unincorporated association now being incorporated by the filing of these articles is the AUXILIARY ORGANIZATIONS ASSOCIATION, CALIFORNIA STATE UNIVERSITIES.

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The above amended Articles of Incorporation were approved by a majority of the Association membership at its Annual Business Meeting on January 13, 2004.