ARTICLES OF INCORPORATION
OF
AMATERRA, INC.

Incorporated in the State of Arizona, December 1, 1980

KNOW ALL MEN BY THESE PRESENTS:

That we the undersigned have this day associated ourselves together for the purpose of forming a non-profit corporation under and pursuant to the laws of the State of Arizona, and, for that purpose, do hereby adopt these Articles of Incorporation.

ARTICLE I

NAME: The name of the corporation shall be AMATERRA, INC.

ARTICLE II

PLACE OF BUSINESS: The principal place of business shall be Arizona

ARTICLE III

PURPOSE: The purpose for which this corporation is organized is the transaction of any and all lawful business for which non-profit corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time to time. It is intended that this corporation Qualify as a non-profit, tax-exempt organization within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954. The corporation is organized exclusively for educational purposes regarding the preservation and improvement of the natural resources of the earth within the meaning of that section of the Internal Revenue Code as currently in force or as hereafter amended or under the corresponding provisions of any future Internal Revenue Code provisions.

ARTICLE IV

INITIAL BUSINESS: The corporation shall initially engage in the development and delivery of educational programs regarding the promotion, the preservation and improvement of the natural resources of the earth including the air, water, land, flora and fauna, and representative samples of natural ecosystems for the benefit of present and future generations through research and education.

ARTICLE V

COMPENSATION AND DISTRIBUTIONS: No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, directors, officers or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III and its initial business as set forth in Article IV and as shall be expanded from time to time. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, nor shall the corporation participate in or intervene in any political campaign 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 by a corporation exempt from Federal Income Tax under Section 509(a) (1) of the Internal Revenue Code of 1954, or the corresponding provisions of any future United States Internal Revenue Law, or by a corporation authorized to receive contributions which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954, or the corresponding provisions of any future United States Internal Revenue Laws.

ARTICLE VI

DISSOLUTION: Upon the dissolution of ‘the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all of its assets exclusively for the purposes of the corporation in such manner or to such organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 509 (a)(1) of the Internal Revenue Code of 1954, or the corresponding provisions of any future United States Internal Revenue laws as the Board of Directors shall determine. Any such assets not disposed of shall be disposed of by the Superior Court 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 determine are organized and operated exclusively for such purposes.

ARTICLE VII

INDEMNIFICATION: The power of indemnification under the Arizona Revised Statutes shall not be denied or limited in any respect by the By-Laws.

ARTICLE VIII

ANNUAL MEETING: The annual meeting shall be held at a place within or without the State of Arizona as fixed by the By-Laws.

ARTICLE IX

STATUTORY AGENT: The name and address of the statutory agent of the corporation must be registered and active with the relevant authorities and corporation commission.

ARTICLE X

BOARD OF DIRECTORS: The affairs of the corporation shall be conducted by a Board of Directors and such officers as the said directors may elect and appoint. The Board of Directors shall consist of at least two persons, and the number of directors to serve shall from time to time be designated by the By-Laws of this corporation.

AMATERRA
BY-LAWS

ARTICLE I
OFFICES

Section 1. Principal Office. The principal office of the Corporation shall be located in the City of Prescott, County of Yavapai, and the State of Arizona, or such other place as shall be designated by the Board of Directors.

Section 2. Additional Offices. The Corporation may also have offices at such other places, within or without the State of Arizona, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF MEMBERS

Section 1. Time and Place. The annual meeting of the members for the election of directors and all special meetings of members for that or for any other purpose may be held at such time and place, within or without the State of Arizona, as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

Section 2. Annual Meeting. The annual meeting of members shall be held on such day in each year as shall be designated by the Board of Directors. At such meeting, the members entitled to vote shall elect a Board of Directors and transact such other business as may properly come before a meeting.

Section 3. Notice of Annual Meeting. Written notice of the place, date and hour of the annual meeting, shall be mailed to each member entitled to vote thereat, not less than ten (10) days prior to the meeting.

Section 4. Special Meetings. Special meetings of the members, for any purpose or purposes, may be called by the President or by the Board of Directors, and shall be

called by the President or Secretary at the request in writing of 25% of the members entitled to vote. Any such request and the call shall state the purpose or purposes of the proposed meeting.

Section 5. Notice of Special Meeting. Written notice of a special meeting of members stating the place, date and hour of the meeting, the purpose or purposes for which the meeting is called, and by or at whose direction it is being issued, shall be mailed to each member entitled to vote thereat, not less then six (6) days prior to the meeting.

Section 6. Quorum. A majority of the members of the Corporation entitled to vote thereat, present in person or represented by proxy, shall be necessary to and shall constitute a quorum for the transaction of business at all meetings of the members’.

If, however, such quorum shall not be present or represented by proxy at any meeting of members, the members present thereat in person or represented by proxy shall have the power to adjourn the meeting from time to time until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be presented or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 7. Voting. At any meeting of members every member shall be entitled to vote in person or by proxy and, except as otherwise provided by law, each member, shall be entitled to one (1) vote. All elections shall be determined by a plurality vote, and, except as otherwise provided by law, all other matters shall be determined by a vote of the majority of the members present or represented at such meeting and voting.

Section 8. Proxies. Every proxy must be signed by the member or his attorney-in-fact.

ARTICLE III
DIRECTORS

Section 1. Number; Tenure. The number of directors which shall constitute the entire Board of Directors shall be set by resolution of the Board.

Section 2. Resignation; Removal. Any director may resign at any time. Any director may be removed for cause by action of the Board.

attends the meeting without protesting, prior thereto or at its commencement, the lack of such notice to him.

Section 5. Quorum; voting. At all meetings of the Board of Directors the presence of a majority of the members of the Board shall be necessary to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors except as meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, until a quorum shall be present. Notice need not be given of any adjourned meeting.

Section 6. Vacancies. Any vacancies occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining directors, though~ less than a quorum of the Board of the directors. Any directorship to be filled by reason of an increase in the number of directors shall be filled by an election at the annual meeting of the members or at a special meeting called for that purpose and shall require an affirmative vote of 75% of those present.

ARTICLE V
OFFICERS

Section 1. Appointment. The Board of Directors shall appoint a President, a Secretary, and a Treasurer. The Board ‘of Directors may also appoint one or more Vice Presidents and such other officers as it may determine.

Section 2. Term of Office; Removal; Vacancies. All officers shall be appointed by the Board of Directors and shall hold office until the next annual meeting of members and until their successors are appointed and have qualified. Any officer .may be removed with or without cause at any time by the Board of Directors. If any office becomes vacant for any reason, the Board of Directors shall fill such vacancy.

Section 3. The President. The President shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of the members and directors; he shall effectuate all policy decisions and orders of the Board and shall see that all resolutions of the Board of Directors are carried into effect. The President shall have such other powers and duties as may from time to time be assigned by the Board.

Section 4. Vice President. The Vice President, or Vice Presidents, shall have such powers and duties as may be designated by the Board of Directors.

Section 5. The Secretary. The Secretary shall attend all meetings of the Board and all meetings of the members and record all votes and prepare the minutes of all proceedings in a book, to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of members and all special meetings of the Board of Directors and shall perform such other duties as may be designated by the Board of Directors. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature.

Section 6. The Treasurer. The Treasurer shall have care and custody of the funds of the Corporation, and its other valuable effects, including securities, and he shall keep full and accurate accounts of receipts and disbursement in books belonging to the Corporation and shall deposit all monies and other valuable effects into the care and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as ordered by the Board.

ARTICLE VI
MEMBERSHIP

Section 1. Membership. Membership is open to all people, regardless of sex, race, creed, or national origin.

Section 2. Membership Fees. Membership fees shall be set annually by Board of Directors.

ARTICLE VII
GENERAL PROVISIONS

Section 1. Checks. All checks or demands for money and notes or other instruments evidencing indebtedness or obligations of the Corporation shall be signed by such officer or officers or such other persons as the Board of Directors may from time to time designate.

Section 2. Fiscal Year. The fiscal year of the Corporation shall end on December 31 in each year.

ARTICLE VIII
CORPORATE SEAL

The corporate seal of the Corporation shall be a circular seal, with the name of the corporation around the border and the year of incorporation in the center.

ARTICLE IX
AMENDMENTS

These By-Laws may be altered, amended, or repealed and the new By-Laws may be adopted by a majority vote of the Board of Directors at any regular or special meeting of the Board of Directors.