Kagyu Changchub Chuling

A center for the practice and study of Vajrayana Buddhism founded by His Eminence Kalu Rinpoche

Articles of Incorporation

_______________

Registry No.

RESTATED ARTICLES OF INCORPORATION

OF

KAGYU CHANG CHUB CHULING CHURCH CORPORATION

Pursuant to the provisions of the Oregon Nonprofit Corporation Act (the “Act”), the undersigned corporation adopts the following Restated Articles of Incorporation, which supersede the existing articles of incorporation and all amendments thereto:

ARTICLE I

Name, Duration and Classification

The name of this corporation is Kagyu Chang Chub Chuling, and its duration shall be perpetual. The corporation shall be a religious corporation within the meaning of the Act.

ARTICLE II

Purposes and Restrictions

2.01 The purpose for which the corporation is organized is to operate a Buddhist Church.

2.02 This corporation is organized and shall operate exclusively for religious, charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the regulations promulgated thereunder, and the corresponding provisions of any future federal income tax laws (the “Code”).

2.03 No part of the benefit earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, officers or other private persons; provided however, that the corporation shall be authorized and empowered to provide reasonable compensation for services rendered and to make distributions and payments in furtherance of the purposes of this corporation.

2.04 No substantial part of the activities of the corporation shall consist of carrying on of propaganda or otherwise attempting to influence legislation, except to the extent permissible under Section 501(h) of the Code. The corporation shall not participate in, or intervene in (including the publishing or distribution of any statements), any political campaign on behalf of (or in opposition to) any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activiites 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, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are decuctible under 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

2.05 In futherance of the foregoing purposes and subject to the above limitations, this corporation shall have all the powers conferred upon nonprofit corporations under the Act.

ARTICLE III

Nonmembership

There shall be no members of the Corporation. The management of this corporation shall be shared by the Board of Directors, the Spiritual Director, the Resident Lama, and the Program Council in the manner set forth in the bylaws of this corporation.

ARTICLE IV

Indemnification and Advancement of Expenses

To the fullest extent permitted by the current or future law, the corporation shall indemnify any director or officer of the corporation made a party to a proceeding because the person is or was a director or an officer of the corporation against liability incurred in that proceeding.

ARTICLE V

Liability of Directors

The personal liability of each member of the Board of Directors and each uncompensated officer of the corporation, for monetary or other damages, for conduct as a director or officer shall be eliminated to the fullest extent permitted by current or future law.

ARTICLE VI

Dissolution

Upon dissolution of the corporation, assets, remaining after payment, or provision for payment of all debts and liabilities of this corporation shall be distributed to one or more organizations or institutions which are organized and operated for religious, charitable or educational purposes and which have established tax exempt status under Section 501(c)(3) of the Code.

DATED this 15th day of October, 2000

KAGYU CHANG CHUB CHULING CHURCH CORPORATION

By

Eric Triebelhorn, President

By

Yvette Johnson, Secretary