Articles of Incorporation of the undersigned desiring to form a Non-Profit Corporation under the Alabama Nonprofit Corporation Act, do hereby certify and adopt the following Articles of Incorporation:

ARTICLE I.

1) The name of the corporation is Birmingham Paleontological Society, also known as BPS.

2) The existing society now being incorporated by the filing of these Articles of Incorporation is Birmingham Paleontological Society, which was formed, organized and created in 1984 by a group of local, professional and amateur paleontologists. The Birmingham Paleontological Society has operated as a scientific and educational society; engaged only in those activities permitted by a corporation exempt from Federal income tax under Section 501(c)3 of the United States Internal Revenue Code; and has conducted monthly business meetings, programs and field trips since 1984, in accordance with its stated purposes.

ARTICLE II.

The duration of the Corporation shall be perpetual.

ARTICLE III.
PURPOSES

3.1 The Corporation has been organized for the following purposes:

(1) to promote cooperation between amateur and professional paleontologists and geologists to their mutual benefit, specifically, relating to scientific research and membership education;

(2) to educate the general public in areas of natural history relating to paleontology and geology. This will be accomplished by leading public field trips and presenting exhibits and programs;

(3) to assist in endeavors relating to the preservation and conservation of significant paleontological sites or specimens.

ARTICLE IV.
MEMBERS

This corporation shall have voting and non-voting classes of membership.

ARTICLE V.
REGISTERED OFFICE AND REGISTERED AGENT

The street address of the registered office is 2-20th Street North, Suite 1120, Birmingham, Alabama 35203-4021, in the County of Jefferson, and the name of registered agent at that office is Ron Thrasher.

ARTICLE VI.
INITIAL BOARD OF DIRECTORS

The initial Board of Directors shall be as follows:


Greg Mestler, President
201 Magnolia Court
Trussville, AL 35173

Steve Corvin, Vice President
1512 27th Avenue
Hueytown, AL

Leisa Whitlow, Secretary
501 Iris Way
Gardendale, AL 35071

Claire Smith, Treasurer
8443 7th Avenue South
Birmingham, AL 35206-3459

ARTICLE VII.

The name and address of the incorporator are:

NAME: Greg Mestler
ADDRESS: 201 Magnolia Court, Trussville, AL 35173

ARTICLE VIII.
INTERNAL AFFAIRS

8.1 The power to alter, amend or repeal the articles of incorporation or adopt new articles of incorporation shall be vested in the membership.

8.2 The existing bylaws of the Birmingham Paleontological Society shall be the bylaws of the Corporation; the power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the membership.

8.3 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 set forth in Article Third hereof.

8.4 Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

8.5 Upon dissolution of the BPS, the assets shall be distributed exclusively to charitable, scientific, literary or educational organizations which would then qualify under the provisions of Section 501 (c) 3 of the Internal Revenue Code and Regulations of the Department of Treasury applicable to such action as they now exist or as they may hereafter be amended.

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DECLARATION

Greg Mestler & Leisa Whitlow

declare under penalty of perjury that they are the President and Secretary, respectively, of the Birmingham Paleontological Society, referred to in the proposed Articles of Incorporation to which this Declaration is attached, and that the Society has duly authorized and approved in accordance with its rules and procedures its Incorporation by means of those Articles.

DATE: September 24, 2004


The undersigned incorporator hereby declares under penalty of perjury that the statements made in the foregoing Articles of Incorporation are true.



IN WITNESS THEREOF, the undersigned incorporator executed these Articles of Incorporation on this the

24th day of September , 2004.


THIS DOCUMENT PREPARED BY:                         Greg Mestler     
                                                                Type or Print Name of Incorporator

                                                                (original signed by Greg Mestler)
                                                                        Signature of Incorporator