Articles of Incorporation

ARTICLES OF INCORPORATION

OF

OREGON SCOOTER CLUB/VESPA CLUB OF OREGON

(an Oregon Nonprofit Mutual Benefit Corporation)

The undersigned individual 18 years of age or older, acting as incorporator under the Chapter 65 of the Oregon Revised Statutes of the Oregon Nonprofit Corporation Act, adopts the following Articles of Incorporation:

Article I

Name of Corporation, Duration and Principle Office

The name of this Corporation is Oregon Scooter Club/Vespa Club of Oregon (hereinafter referred to as the "Corporation") and its duration shall be perpetual. The principle office address is located at 3568 SE Gladstone Street, Portland, Oregon 97202. This shall be the address to which all mailing notices are to be sent.

Article II

Organization of Nonprofit

This Corporation is a nonprofit, mutual benefit corporation, organized under the Chapter 65 of the Oregon Revised Statutes of the Oregon Nonprofit Corporation Act.

Article III

Statement of Purpose

The purposes of the Corporation shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under the Chapter 65 of the Oregon Revised Statutes of the Oregon Nonprofit Corporation Act, or its corresponding future provisions. In particular, the purpose of the Corporation is to promote safe riding, good road manners and scooter awareness.

Article IV

Members

The corporation will have members.

Article V

Dedication and Dissolution

Upon dissolution, all the Corporation’s assets shall be distributed to the creditors of the Corporation, if any. Any remaining assets shall be distributed among the current members of the Corporation in proportion to their contribution to the Corporation, to be determined by the Board of Directors.

Article VI

Limitation of Liability

To the fullest extent not prohibited by the Chapter 65 of the Oregon Revised Statutes of the Oregon Nonprofit Corporation Act, as it exists on the date hereof or is hereafter amended, a director and/or uncompensated officer of the corporation shall not be liable to the corporation or its members for any monetary damages for conduct as a director and/or officer. Any amendment to or repeal of the Article VI or amendment to the Chapter 65 of the Oregon Revised Statutes of the Oregon Nonprofit Corporation Act shall not adversely affect any right or protection of a director and/or officer of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. This provision, however, shall not eliminate or limit the liability of a director or officer for:

A. Any breach of the director’s or officer’s duty of loyalty to the corporation or its members;

B. Acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

C. Any unlawful distribution;

D. Any transaction from which the director or officer derived an improper personal benefit; or

E. Any act or omission in violation of the Chapter 65 of the Oregon Revised Statutes of the Oregon Nonprofit Corporation Act.

Article VII

Indemnification

To the fullest extent not prohibited by the Chapter 65 of the Oregon Revised Statutes of the Oregon Nonprofit Corporation Act, as it exists on the date hereof or is hereafter amended, the corporation:

Shall indemnify any person who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit or proceeding by or in the right of the corporation), by reason of the fact that the person is or was a director of the corporation; and

This Article VII shall not be deemed exclusive of any other provisions or insurance for the indemnification of directors, officers, employees, or agents that may be included in any statute, bylaw, agreement, resolution of members or directors or otherwise, both as to action in any official capacity and action in any other capacity while holding office, or while an employee or agent of the corporation.

Article VIII

Registered Agent and Incorporator

The name and address of the registered agent and incorporator is:

Nicole Walters

3946 NE Mallory Ave.

Portland, Oregon 97212

IN WITNESS WHEREOF, the undersigned original incorporator has executed these Articles of Incorporation on, February 24, 2003.

___________________________

Nicole Walters, Incorporator

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

___________________________

Nicole Walters, Incorporator