SierraRios Nonprofit

Incorporated in the state of Washington: December 2, 2005; UBI# 602-562-075

ARTICLES OF INCORPORATION:

The purpose of SierraRios is to educate the public about river systems, to study and document the geographical characteristics of each river, to preserve the cultural lifestyles associated with free-flowing rivers, to increase appreciation of these rivers by promoting recreational use, and to help protect rivers from human-caused degradation. SierraRios is organized exclusively for charitable, scientific, literary and educational purposes and conforms to all regulations required to maintain tax-exempt 501(c)(3) status as follows:

(i) 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 persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered to the corporation and to make payments and distributions in furtherance of the purposes set forth herein;

(ii) 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 except as authorized under the Internal Revenue Code of 1954, as amended;

(iii) 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 1954, as amended (or the corresponding provision of any future United States Internal Revenue law).

(iv) in the event of dissolution, all assets will be distributed to the 501(c)(3) non-profit corporation International Rivers Network, which has charitable purposes similar to SierraRios.