ARTICLE 1. NAME. The name of the corporation is: Mountaineering Club of Alaska, Inc.  

ARTICLE II. PERIOD OF DURATION. The period of duration of this corporation is perpetual.  

ARTICLE III PURPOSES. The corporation is organized and shall be operated exclusively for charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code or the corresponding sections of any future federal tax code. (Hereinafter “the Code.”) Within the foregoing limits, the Corporation shall have the specific purposes of: (a) advancing the education of the public in the exercise of skill and safety in the art and science of mountaineering, (b) conducting meetings and similar forums open to the public for discussion, lectures or similar programs regarding hiking, climbing and mountaineering, and (c) the erection or maintenance of huts and similar structures located in the mountains of Alaska which provide shelter to members of the public as they hike, climb or ski in the mountains of Alaska.  

ARTICLE IV. PROHIBITED ACTIVITIES. 

Notwithstanding any other provision of the Articles of Incorporation, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income taxation under Section 501(c)(3) of the Code and (b) by a corporation contributions to which are deductible under Section 170(c)(2) of the Code.  

Without limiting the generality of the foregoing, no part of the net earnings shall inure to the benefit of, or be distributable to, its directors, 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 set forth in Article III of these Restated Articles of Incorporation. No substantial part of the activities of the corporation shall be 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 or in opposition to any candidate for public office. This corporation is a non-profit corporation. It is not organized for, nor shall it be operated for pecuniary gain or profit.  

ARTICLE V. DISSOLUTION.  

Upon dissolution of this non-profit corporation, assets shall be distributed for one or more exempt purposes with the meaning of section 501(c)(3) of the Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to the State of Alaska for a public purpose.  

ARTICLE VI. MEMBERS. 

The Corporation, acting through its Board of Directors, may from time to time designate and amend one or more classes of members and their manner of subscription, election, and/or appointment, and the qualifications and rights of the member and classes of members, which shall be set forth in the Corporation’s Bylaws. 

ARTICLE VII. LIMITATION ON PERSONAL LIABILITY.  No director or uncompensated officer of the Corporation shall be personally liable to the Corporation for monetary damages for conduct as a director or officer, and no officer of the Corporation shall be liable to the Corporation or other person for any action taken or not taken as an officer if the officer acts in compliance with the standards of conduct for officers set for in AS chapter 10.20; provided , however, that this provision shall not eliminate the liability of a director or officer for any conduct for which liability may not be eliminated under AS chapter 10.20.  

ARTICLE VIII. OFFICERS AND BOARD OF DIRECTORS. The Corporation shall have a President, Treasurer and Secretary, and such other officers as shall be provided for in the Corporation’s Bylaws. Officers shall be elected by the membership, pursuant to procedures provided in the bylaws. The number, terms of membership, and qualifications for Directors shall be set forth in the Corporation’s bylaws. 

These Restated Articles of Incorporation correctly set out the provisions of the articles of incorporation, as amended. They have been adopted as required by law and they supercede the original articles of incorporation and all amendments.  

Dated: _____________ _____________________  Peter Taylor 

President of the Mountaineering Club of Alaska, Inc. 

Dated: _____________ _____________________  Allison Medland

Secretary of the Mountaineering Club of Alaska, Inc.