FIESTA FRIENDS, INC.

ARTICLES OF INCORPORATION OF FIESTA FRIENDS, INC., An Arizona Non-Profit Corporation
ARTICLE I NAME AND TERM The name of the Corporation is Fiesta Friends, Inc. The corporation will exist perpetually.
ARTICLE II PURPOSE The purpose for which the corporation is organized is to provide support and resources for children with special needs who also face financial hardships.
ARTICLE III CHARACTER OF AFFAIRS The corporation is organized exclusively for charitable and educational purposes. The corporation may among other things, make distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the future corresponding section of any future federal tax code.
ARTICLE IV BENEFIT No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, 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 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. 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 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 its assets exclusively for the purposes of the corporation in such a manner, or to such organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, as the Board of Directors shall determine. Any such assets not disposed of shall be disposed of by the Superior Court of the county in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purpose.
ARTICLE VI INDEMNIFICATION To the fullest extent permitted under the Arizona Revised Statutes, the Corporation, on demand, will indemnify, defend, and hold harmless all of its incorporators and any and all of its past, present, and future Directors, Officers, Members, Employees, and Agents for, from, and against all losses, damages, liabilities, claims, expenses, legal fees, judgments, penalties, and settlements arising out of any and all acts or omissions done or omitted while employed by or acting on behalf of the Corporation. No right, power, or responsibility conferred on the Board, Officer, Employee, or Agent of the Corporation, will be construed as imposing any duty or obligation on that person for the purposes of establishing personal liability.
ARTICLE VII BOARD OF DIRECTORS The initial Board of Directors shall consist of five (5) directors. The names and addresses of the persons who are to serve as the directors until the first annual meeting of the Board of Directors, or until their successors are elected and qualify are: Beth Williamson, 1641 E. Osborn, Suite 1, Phoenix, AZ 85016; Jill Campos, 1641 E. Osborn, Suite 1, Phoenix, AZ 85016; Rebecca Masterson, 1641 E. Osborn, Suite 1, Phoenix, AZ 85016; Christine Ryan, 1641 E. Osborn, Suite 1, Phoenix, AZ 85016; Rebecca Golden, 1641 E. Osborn, Suite 1, Phoenix, AZ 85016.
ARTICLE VIII KNOWN PLACE OF BUSINESS The street address of the known place of business of the Corporation is: Fiesta Friends, Inc., 1641 E. Osborn, Suite 1, Phoenix, AZ 85016.
ARTICLE IX STATUTORY AGENT The name and address of the statutory agent of the Corporation is: Robert B. Elmer, 2915 E. Baseline Road, Suite 104, Gilbert, AZ 85234.
ARTICLE X INCORPORATORS The name and address of the incorporator is: Robert B. Elmer, 2915 E. Baseline Road Suite 104, Gilbert, AZ 85234.
ARTICLE XI DISCRIMINATION The corporation will not practice or permit discrimination on the basis of sex, race, national origin, religion, physical handicap or disability.
ARTICLE XII MEMBERS The corporation will not have members.
Executed this 27th day of December, 2010 by its incorporator. /s/ Robert B. Elmer. ACCEPTANCE OF APPOINTMENT BY STATUTORY AGENT. The undersigned hereby acknowledges and accepts the appointment as statutory agent of the above-named corporation effective this 27th day of December, 2010. /s/ Robert B. Elmer.
2/4, 2/11, 2/18, 2011 editions Arizona Capitol Times