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<p>ARTICLES OF INCORPORATION OF NORTHWEST EDUCATIONAL RESOURCE ASSOCIATION Jody McCrain, a citizen of the United States and over the age of eighteen (18) years, for the purpose of forming a corporation under the Washington Non-Profit Corporation Act, hereby certifies and adopts in duplicate the following Articles of Incorporation: ARTICLE 1. NAME AND DURATION The name of this non-profit corporation is Northwest Educational Resource Association, and its existence shall be perpetual. ARTICLE 2. PURPOSES The corporation shall be organized and operated exclusively for charitable, religious, educational, literary, and scientific purposes, including, for such purposes, development and operation of (a) a non-profit network of education materials representatives, (b) a better understanding of best industry practices and conduct, and (c) information sharing on industry trends and opportunities. ARTICLE 3. PROHIBITIONS Section 1.<span style="white-space: pre;"> </span>No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, 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 as set forth in Article II hereof. Section 2.<span style="white-space: pre;"> </span>No substantial part of the activities of the corporation shall be the carrying on of propaganda, or 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. Section 3.<span style="white-space: pre;"> </span>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 Section 501 (c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law), or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). ARTICLE 4. MEMBERSHIP The corporation shall have members. Membership and membership rights shall be established in the Bylaws of the corporation. ARTICLE 5. DISSOLUTION Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or such organization or organizations organized and operated exclusively for charitable, educational, literary, religious, or scientific purpose as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction, 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 6. BOARD OF DIRECTORS The affairs of the corporation shall be managed by the Board of Directors. The name and address of the first director of the corporation, who shall serve until her successor is elected, is as follows: Jody McCrain 12305 NE 147th Court Kirkland, WA 98034 ARTICLE 7. CONTRACTS IN WHICH DIRECTORS HAVE AN INTEREST Any contract or other transaction between this corporation and one or more of its Directors, or between this corporation and any corporation, firm, association or other entity of which one or more of its Directors are partners, shareholders, members, Directors, officers or employees or in which they are interested, shall be valid for all purposes, notwithstanding the presence of such Director or Directors at the meeting of the Board of Directors which acts upon or in reference to such contract or transaction and notwithstanding his or their participation in such action, by voting or otherwise, even though his or their presence or vote, or both, might have been necessary to obligate this corporation upon such contract or transaction; provided, that the fact of such interest shall be disclosed to or known by the Directors acting on such contact or transaction. ARTICLE 8. INDEMNIFICATION OF CORPORATE DIRECTORS AND OFFICERS Any Director or officer of the corporation, duly nominated and elected, shall bear no personal liability to the corporation or its shareholders for monetary damages for conduct as a Director or officer as provided in RCW 24.06.035 and RCW 4.24.264, except for liability of a Director or officer for acts or omissions arising from (a) intentional misconduct by a Director or officer , (b) a knowing violation of law by a Director or officer, (c) the authorization of illegal distribution or loans to Directors or officers, or (d) any transaction from which the Director or officer will personally receive a benefit in money, property or services, to which the Director or officer is not legally entitled. Such elimination of limitation of Director\'s or officer\'s liability for any act or omission is deemed prospective from the date of adoption of these Articles. The corporation shall have the power to make or agree to any indemnity, including advance of expense, to any Director or officer duly nominated and elected, before or after the event of alleged misconduct or knowing violation of law, provided that no such indemnity shall indemnify any Director or officer from or on account of such acts or omissions of such Director or officer finally adjudged to be intentional misconduct or a knowing violation of law, or from or on account of conduct of such Director or officer finally adjudged to be in violation of RCW 23B.08.510, or from or on account of any transaction with respect to which it was finally adjudged that such Director or officer personally received a benefit in money, property, or services to which the Director or officer was not legally entitled. ARTICLE 9. REGISTERED OFFICE AND AGENT The location and post office address of the registered office of the corporation shall be: 16141 Cleveland Street, Ste. C-109 P.O. Box 86 Redmond, WA 98073 ARTICLE 10. INCORPORATOR The name and address of the incorporator of this corporation is as follows: Jody McCrain 12305 NE 147th Court Kirkland, WA 98034 IN WITNESS WHEREOF, I, the undersigned incorporator, have hereunto set my hand in duplicate this day of , 2010. Jody McCrain, Executive Director CONSENT TO APPOINTMENT AS REGISTERED AGENT Aspen Services Group, L.L.C. hereby consents to serve as registered agent in the State of Washington for the following non-profit corporation: NORTHWEST EDUCATIONAL RESOURCE ASSOCIATION Aspen Services Group, L.L.C. understands that as agent for the corporation, it will be its responsibility to accept service of process in the name of the corporation, to forward all mail and license renewals to the appropriate officer(s) of the corporation, and to notify the Office of the Secretary of State immediately of its resignation or of any changes in the address of the registered office of the corporation for which it is agent. Dated this day of , 2010. Robert O. Sailer, President Aspen Services Group, L.L.C. 16141 Cleveland Street, Ste. C-109 P.O. Box 86 Redmond, WA 98073</p>
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