ARTICLES OF INCORPORATION

of Las Vegas Marching Arts, Inc.

EIN#87-0810031
Nevada Corp #E0835902007-8

ARTICLE I.   NAME

1. The name of the corporation shall be Las Vegas Marching Arts, Inc.

ARTICLE II. ADDRESSES

1. The principal office of the corporation is to be located in the City of Henderson, County of Clark, State of Nevada, or other location(s) as permitted by law.
2. The mailing address of the corporation is: Las Vegas Marching Arts, Inc., 16224 North Linda Drive, Dolan Springs, Arizona 86441
3. The registered Agent for purposes of service of process and other corporate matters as prescribed by law shall be BSS, LLC, 2117 Eagle Watch Drive, Henderson, NV, 89012 or any successor agent lawfully appointed.

ARTICLE III. PERIOD OF DURATION

1. The period of duration of the corporation is perpetual.

ARTICLE IV. NON-PROFIT STATUS

1. This corporation is formed subject to Nevada Revised Statutes Chapter 82, as amended, and shall conform to any future revisions made in that statute.  The corporation is organized exclusively for charitable purposes 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, or the corresponding section of any future federal tax code
2. Should the corporation ever be determined by the Internal Revenue Service to be a private foundation then the organization hereby adopts and incorporates the default statutory language and provisions into these articles governed by applicable Nevada statute for the governance of private foundations, as amended from time to time.
3. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, delegates, 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 set forth in Article V hereof. 
4. 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 or in opposition to any candidate for public office. 
5. 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, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE V. PURPOSES AND POWERS

1. Purposes:

a)      Provide a program for youth in music and performance training primarily in the Southern Nevada region in music performance, percussion, precision, marching, performance arts and pageantry with a positive environment that emphasizes character and social development, leadership, self-discipline, and the pursuit of excellence.

b)      Provide opportunities for competition in local, regional, national, and international presentation venues, and to appropriately represent Las Vegas, Southern Nevada, Nevada, the United States of America, and the drum and bugle corps worldwide..

c)      Inculcate values of music skill acquisition, teamwork, cooperation, precision, self-respect, respect for others, discipline, and personal and group excellence.

d)      Provide opportunity to demonstrate these skills and values through competitive and non-competitive display programs, competitive events, parades and pageantry.

e)      Provide education for junior youth in basic musical skill acquisition.

f)        Provide a senior drum and bugle corps for continuing participation.

g)      Provide parade pageantry to other organizations and events.

h)      Provide scholarship programs for those with demonstrated financial limited means.

i)        Stimulate interest in the study and teaching of music and the arts.

j)        In addition to the above purposes, the board of directors may, at their discretion, engage in any lawful activity permitted by statute, provided that the activity does not cause the corporation  to be disqualified as a public charity under IRS section 501(c)(3).

2. The corporation shall have the following powers:

a)      To accept, acquire, receive, take, and hold by bequest, devise, gift, grant, purchase, exchange, lease, transfer, judicial order or decree, or otherwise, for any of its objects and purposes, any property, both real and personal, of whatever kind, nature or description and wherever situated.

b)      To sell, exchange, convey, mortgage, lease, transfer, or otherwise dispose of any such property, both real and personal, as the objects and purposes of the corporation may require, subject to such limitations as may be prescribed by law.

c)      To borrow money, and, from time to time, to make, accept, endorse, execute and issue bonds, debentures, promissory notes, bills of exchange, and other obligations of the corporation for monies borrowed, or in payment for property acquired, or for any other purposes of the corporation, and to secure the payment of any such obligations by mortgage, pledge, deed, indenture, agreement, or other instrument of trust, or by other lien upon, assignment of, or agreement in regard to all or any part of the property, rights or privileges of the corporation wherever situated, whether now owned or hereafter to be acquired.

d)      To invest and reinvest its funds in such stock, common or preferred, bonds, debentures, mortgages, or in such other securities and property as its Directors shall deem advisable, subject to the limitations and conditions in any bequest, devise, grant or gift.

e)      In general to exercise such other powers which are now, or hereafter may be, conferred by law upon a corporation organized for the purposes hereinafter set forth, or necessary or incidental to the powers so conferred, or conducive to the attainment of the purposes of the corporation.

ARTICLE VI. MEMBERS, DIRECTORS, TRUSTEES

1. Randy N. Warner shall be a permanent director of the corporation, not subject to any re-election, appointment or recall.
2. Only the members of the corporation shall be eligible to be its duly elected or appointed remaining directors. 
3. Each director shall have one and only one vote in any election or matter presented to the directors for a vote. 
4. Trustees may be elected, or appointed in conformance with the bylaws, and shall neither be a member, nor shall they have any voting power.  Trustees will have the powers and responsibilities conferred by the bylaws but a Trustee is not to be considered synonymous with Director.
5. From time to time, the Board of Directors, may authorize other classes of members for fundraising and other purposes, but such other classes of members shall have no vote, and shall have no significant financial benefit inuring as a result of that membership.  Care shall be taken to name these other classes of members so as not to be confused with the members described herein.  Examples: Marching member.  Booster Club member, and the like.

ARTICLE VII. INITIAL DIRECTORS

1. The names and addresses of the persons who are the initial directors of the corporation are as follows:

Randy N. Warner,16224 North Linda Drive, Dolan Springs, AZ 86441

ADDITIONAL NAMES LISTED HERE

ARTICLE VIII. DISTRIBUTIONS AT DISSOLUTION

1. Upon the termination, dissolution, or winding up of the corporation in any manner or for any reason whatsoever, the directors shall, after paying or making provision for the payment of all of the proper liabilities of the corporation, dispose of all of the remaining assets of the corporation as determined by the Board of Directors exclusively to an entity or organization which is then in existence.  
2. Assets shall be distributed 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.  
3. 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.  
4. No part of the net assets of the corporation shall be distributable to any current or former director or officer upon termination, dissolution or winding up of the corporation.

ARTICLE IX. LIMITATION OF LIABILITY

1. Reference is hereby made to NRS 78.751, or any corresponding provision of Nevada law, as in effect from time to time.  No director or officer of the corporation shall be personally liable to the corporation or any members for money damages for the breach of such person’s fiduciary duty as a director or officer or both, except to the extent that a judgment or other final adjudication adverse to such person is entered in a proceeding based on a finding in the proceeding that:

a)      such person breached his or her duty of loyalty to the corporation and/or its members; or

b)      such person acted or failed to act in a way which was not in good faith or which involved intentional misconduct or a knowing violation of law, or

c)      such person participated in a transaction from which such person actually received an improper benefit or profit in money, property, or services

2. If NRS 78.751 or any corresponding Nevada law is subsequently amended to further eliminate or limit the liability of a director or officer, then a director or officer of the corporation, in addition to the circumstances in which a director or officer is not personally liable as set forth in the preceding sentence, shall not be liable, and shall be shielded from liability, to the fullest extent permitted by the amended law.  
3. Any amendment to or repeal of this article shall not adversely effect any right or protection existing at the time of such amendment or repeal to which any person may be entitled under this article.

ARTICLE X. GOVERNANCE, NUMBER OF DIRECTORS, BYLAWS

1. The affairs of the corporation shall be directed by a Board of Directors of at least one individual with full voting power.
2. Actions by the Board of Directors must be approved by the affirmative vote of the voting directors at any meeting of the Board of Directors. 
3. A quorum of the members of the Board of Directors shall be comprised of a minimum of a simple majority of the active directors at the time of the meeting, and shall be required to vote on any matter before the board of directors..
4. The members of the Board of Directors, shall be governed in accordance with NRS Chapter 82, and any corresponding law, these articles, and the bylaws of the corporation. 
5. These bylaws shall include provision for:

a)      the election or appointment of the statutory officers, or other officers, who alone are entrusted with the executive power of the corporation, except that power may be further expressly delegated to an executive director or others if permitted in the bylaws.

b)      the election or appointment of members of the board of directors, including increases or decreases in the number, and changes to the term of the directors.  as provided for by law to provide for succession, diversification, and proper governance of the corporation

c)      the creation, revision, or amendment of the bylaws of the corporation,

d)      the creation of committees in accordance with the bylaws as necessary to provide technical assistance in the operation of the corporation, including the hiring of independent consultants as necessary.

e)      the creation definition, regulation or limiting of any of the powers of the corporation or the rights, powers or duties of the directors, members, officers, or delegates, if any, or any class of members, delegates, or directors, or the holders of bonds or other obligations of the corporation.

f)        The creation of any other function as may be necessary or proper to carry out the operations of the corporation.

ARTICLE XI. AMENDMENT OF ARTICLES OF INCORPORATION

1. These articles of Incorporation may be amended by the affirmative vote of a 2/3 majority of the entire Board of Directors then appointed or elected at a meeting duly called for that purpose, and subsequent filing with the State of Nevada as prescribed by law.

LAS VEGAS MARCHING ARTS, INCORPORATED   ARTICLES OF INCORPORATION 

ARTICLE XII. SIGNATURE

 IN WITNESS WHEREOF,  the under signed  incorporators have executed these articles of incorporation of  Las Vegas Marching Arts, Incorporated  this________  day of _______,   2008.

____________________________________

RANDY N. WARNER  President

16224 North Linda Drive

Donal Springs, AZ 86441

(928) 767-4895