ARTICLES OF INCORPORATION

OF

[NAME]

ARTICLE I
NAME

The name of this corporation is [name of Charity] (the “Corporation”).

ARTICLE II
PURPOSE

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 public and charitable
purposes. The general purpose of this Corporation is to have and exercise
all rights and powers conferred on nonprofit corporations under the laws of
California provided that this Corporation shall not, except to an
insubstantial degree, engage in any activities or exercise any powers that
are not in furtherance of the primary purposes of this Corporation.

B. The Corporation is organized exclusively for charitable,

educational and scientific purposes within the meaning of Sections 501(c)
(3), 170(c)(2)(B), 2055(a)(2) and 2522(a)(2) of the Internal Revenue Code of
1986, as amended, or any corresponding section of any future federal tax
code (the “Code”).

The specific charitable and public purposes for which the Corporation
is organized include (i) [include specific purposes] … (ii) using its income
and principal to carry on activities or programs which support or benefit the
Corporation; and (iii) carrying out such other activities as the Board of
Directors determines will benefit and support the Corporation.

ARTICLE III
AGENT OF SERVICE

The name and address in the State of California of this Corporation’s

initial agent for service of process is[ ].

ARTICLE IV
LIMITATION ON CORPORATE ACTIVITIES
 A. Notwithstanding any other provision of these Articles of
Incorporation, the Corporation will not carry on any activity not permitted
to be carried on (1) by a corporation exempt from federal income tax under
Section 501(a) of the Code by reason of description in Section 501(c)(3) of
the Code, or (2) by a corporation, contributions to which are deductible
under Section 170(c)(2) of the Code.

B. No substantial part of the activities of the Corporation will be

the carrying on of propaganda, or otherwise attempting to influence
legislation, and the Corporation shall not participate in 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.

C. The property of this Corporation is irrevocably dedicated to

charitable purposes and no part of the net income or assets of this
Corporation shall ever inure to the benefit of any director, officer or
member thereof or to the benefit of any private person.

ARTICLE V
GOVERNANCE

The affairs of the Corporation shall be managed by its Board of

Directors. The number of directors and their terms shall be as provided in
the Bylaws. The directors of the Corporation shall be elected in the manner
described in the Bylaws.

ARTICLE VI
DISSOLUTION

Upon the winding up and dissolution of this Corporation, and after

paying or adequately providing for the debt and obligations of the
Corporation, the remaining assets shall be distributed in a manner which
furthers the purposes of the Corporation, including, without limitation,
distribution to another nonprofit fund, foundation, or corporation that is
organized and operated exclusively for charitable purposes, and which has
established and maintained its tax status under section 501(c)(3) of the
Code.

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Adopted this ___ day of January, 2009.

___________________________________
_________, Incorporator

DECLARATION

I declare that I am the person who executed the foregoing Articles of

Incorporation, which execution is my act and deed.

Dated: January ___, 2009

___________________________________