ARTICLES OF INCORPORATION
OF
MINNESOTA E-DEMOCRACY


The undersigned incorporators, natural persons 18 years of age or older, in order to form a corporate entity under Minnesota Statutes, Chapter 317A, adopt the following articles of incorporation.

ARTICLE I
NAME AND REGISTERED OFFICE


The name of this corporation shall be:
Minnesota E-Democracy

wit a registered office address at:
2718 East 24th Street
Minneapolis, Minnesota 55406.

ARTICLE II
PURPOSE


This Corporation is organized exclusively for educational and charitable purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code of 1986. To this end, the corporation shall:

A. Educate citizens to use electronic communications technologies to be more involved in government and promote the use of electronic communications to involve citizens and communities in politics, elections and government.

B. Assist citizens and government organizations in using electronic communications technologies to increase the involvement of citizens in government.

C. Reinforce the bonds of community through the use of electronic communication.

All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

Articles of Incorporation
Minnesota E-Democracy
Page 2

ARTICLE III
I.R.S. EXEMPTION REQUIREMENTS


At all times shall the following operate as conditions restricting the operations and activities of the corporation:

1. No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any Director of officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation;

2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office;

3. 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 501 (c) (3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.

ARTICLE IV
MEMBERSHIP/BOARD OF DIRECTORS


The corporation shall have no voting members. The corporation shall have a Board of Directors, who shall manage the affairs of the corporation as defined by statute, this Article, and the corporation's bylaws. No Director shall have any right, title, or interest in or to any property of the corporation devolve from their relationship to the corporation as a Director. Furthermore, the corporation shall not lend any of its assets to any officer or Director of this corporation, or guarantee to any person the payment of a loan by an officer or Director of this corporation.

The corporation's first Board of Directors shall be comprised of the following natural persons:
G. Scott Aikens, 320 Cranbrook Road, Bloomfield Hills, Michigan 48304
Tamara Blaschko, 2313 26th Avenue South, Minneapolis, Minnesota 5540
Steven Clift, 3454 Fremont Avenue South, Minneapolis, Minnesota 55408
Scott Lystig Fritchie, 5401 10th Avenue South, Minneapolis, Minnesota 55417
Diane Gibson, 545 Lake Cove Ct., Shoreview, Minnesota 55126
Sheldon Mains, 2718 East 24th Street, Minneapolis, Minnesota 55406
Mick Souder, 411 Macalester, Saint Paul, Minnesota 55105
David Woolley, 2316 Humboldt Avenue South, Minneapolis, Minnesota 55405

Articles of Incorporation
Minnesota E-Democracy
Page 3

ARTICLE V
DEBT OBLIGATIONS AND PERSONAL LIABILITY


No member, officer or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers or Directors be subject to the payment of the debts or obligations of this corporation.

ARTICLE VI
DISSOLUTION


Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provision for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction 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, which are organized and operated exclusively for such purposes.

ARTICLE VIII
INCORPORATORS


The incorporators of this corporation are:
Tamara Blaschko, 2313 26th Avenue South, Minneapolis, Minnesota 55406
Steven Clift, 3454 Fremont Avenue South, Minneapolis, Minnesota 55408
Sheldon Mains, 2718 East 24th Street, Minneapolis, Minnesota 55406

The undersigned incorporators certify both that they execute these Articles for the purposes herein stated and that by such execution, they affirm the understanding that should any of the information in these Articles be intentionally or knowingly misstate, they are subject to the criminal penalties for perjury set forth in Minnesota Statutes 609.48 as if this document had been executed under oath.

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