Articles of Incorporation

ARTICLES OF INCORPORATION OF
LOCAL INDEPENDENT ONLINE NEWS PUBLISHERS Inc.

Article 1 Name: The name of the corporation shall be Local Independent Online News Publishers Inc.

Article 2 The purpose for which this corporation is organized is for the transaction of any or all lawful business for which nonprofit corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time to time. The corporation initially intends to conduct itself as a nonprofit charitable education organization supporting education for locally focused journalists.

Article 3 The character of affairs of the corporation will be educational and charitable. This corporation is organized exclusively to establish a nonprofit, charitable educational organization, within the meaning of § 501 (c)(3) of the Internal Revenue Code of 1986, as amended, or a corresponding successor statute.

Article 4 No part of the net earning 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 to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 2. No substantial part of the activities of the corporation shall be the carrying on of propaganda, otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in, (including the publishing or distribution of statements) 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: (a) by a corporation exempt from federal income tax under § 501 (c)(3) of the Internal Revenue Code of 1986, as amended, or a corresponding successor statute or (b) by a corporation, contributions to which are deductible under § 170 (c)(2) of the Internal Revenue Code of 1954, as amended, or a corresponding successor statute.

Article 5 Upon dissolution of the corporation, the Board of Directors shall, after paying and making provision for the payment of all the liabilities of the corporation, dispose of its assets exclusively for the purposes of the corporation in such a manner, or to such organizations operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization under § 501 (c)(3) of the Internal Revenue Code of 1986, as amended, or a corresponding successor statute, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of Pima County, exclusively for such purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purpose.

Article 6 The power of indemnification under the Arizona Revised Statutes shall not be limited or denied by the Bylaws.

Article 7 There shall be no less than one director. The person to serve as director until the first annual meeting or until his successors are elected and qualified is: Dylan Smith, 1960 N. Painted Hills, Tucson, AZ 85745. The number of directors shall thereafter be fixed by the Bylaws.

Article 8 The street address of the known place of business of the corporation shall be the same as the statutory agent.

Article 9 The statutory agent is: Dylan Smith, 1960 N. Painted Hills, Tucson, AZ 85745.

Article 10 The name and address of the incorporator is: Dylan Smith, 1960 N. Painted Hills, Tucson, AZ 85745. All powers, duties and responsibilities of the incorporator shall cease at the time of delivery of these Articles to the Arizona Corporation Commission.

Article 11 The corporation shall not practice or permit discrimination on the basis of sex, race, national origin, religion, physical handicap or disability.

Article 12 The corporation shall not have members.

Executed this 6th day of August, 2012 by all of the incorporators.

Dylan Smith, incorporator