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ARTICLES OF INCORPORATION

OF

THE ACTORS THEATER OF ORCAS ISLAND

The undersigned person being of legal age, under the provisions of the Washington Nonprofit Corporation Act, Chapter 24.03, Revised Code of Washington, as amended, does hereby adopt the following Articles of Incorporation:

ARTICLE I - Name

The name of the Corporation is "THE ACTORS THEATER OF ORCAS ISLAND". The Corporation hereby elects to be organized under the provisions of RCW 24.03 as a non profit organization.

ARTICLE II - Purpose

The Corporation's principle function is to enhance the quality of life on Orcas Island by providing quality theater experiences for the residents of Orcas Island and other areas in the State of Washington and providing for the training and education of Actors, Directors and others involved in theater productions and by providing an opportunity to demonstrate and improve their skills by participating in theatrical productions.

This corporation is organized exclusively for religious, charitable, scientific literary or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986.

ARTICLE III - Powers

This Corporation shall have and possess all powers which may be lawfully exercised by a nonprofit corporation under the laws of the State of Washington, so long as the exercise of such powers is not inconsistent with the provisions of Article II.

ARTICLE IV - Prohibited Activities

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its 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 the 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, without limitation, the publishing, lobbying or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these articles, the Corporation shall not carry on any other activities not permitted to be carried on by: (a) a corporation exempt from Federal income tax under I.R.C. Section 501(c)(3), as amended; or (b) a corporation, contributions to which are deductible under I.R.C. Section 170(c)(2), as amended.

ARTICLE V - Duration

The period of existence of this corporation shall be perpetual.

ARTICLE VI - Place of Business

The principal place of business of this Corporation shall be Post Office Box 1198, Eastsound, Washington, 98245, which shall also be the registered office of the Corporation. The registered agent of the Corporation at such address shall be William D. Bechtel.

ARTICLE VII - Board of Directors

The business of the Corporation shall be managed by a Board of Directors. The number of Directors of the Corporation and their terms and time of election shall be determined in the manner specified in the bylaws and may be amended in the manner provided therein. When possible, the Board of Directors shall be selected in a fashion to create diversity on the Board of Directors. The following individuals will act as the initial Board of Directors of this Corporation until their successors are elected and qualified.

Name                                                   Address
William D. Bechtel                                P.O. Box 1198 Eastsound, WA 98245
Kate Templeton                                    Rt 1 Box 449 Eastsound, WA 98245
Kimberly Nusbaum                               P.O. Box 97 Eastsound, WA 98245
Virginia Reagles                                    P.O. Box 1766 Eastsound, WA 98245
Robert Herrup                                      P.O. Box 5C Orcas, WA 98280

ARTICLE VIII - Amendments

These Articles may be amended by a majority vote of the Directors at any regular meeting or special meeting called for that purpose.

ARTICLE IX - Dissolution

Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, literary or scientific purposes as shall, at the time qualify as an exempt organization or organizations under I.R.C. Section 501 (c)(3), as amended, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of San Juan County, exclusively for such purposes or to such organization or organizations, as the Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE X - Limitation of Liability

To the maximum extent permitted by applicable law and effective immediately, no Director of the Corporation shall be personally liable to the Corporation or its members for monetary damages for conduct as a Director, except for acts and omissions that involve intentional misconduct by a Director, a knowing violation of law by a Director, for any transaction from which the Director will personally receive a benefit in money, property or services to which the Director is not legally entitled.

ARTICLE XI - Private Foundation Requirements and Prohibitions

During any period the Corporation is deemed to be a private foundation as defined in I.R.C. Section 509, as amended, or corresponding provisions of subsequent federal tax laws:

1. The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by I.R.C. Section 4942, as amended;

2. The Corporation shall not engage in any act of self-dealing as defined in I.R.C. Section 4941(d), as amended;

3. The Corporation shall not retain any excess business holding as defined in I.R.C. Section 4943(d), as amended;

4. The Corporation shall not make any investments in such manner as to subject it to tax under I.R.C. Section 4944, as amended; and

5. The Corporation shall not make any taxable expenditures as defined in I.R.C. Section 4945(d), as amended.

ARTICLE XII - Tax Exempt Purposes

Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by: (a) a corporation exempt from Federal income tax under I.R.C. Section 501(c)(3)(or the corresponding provision of any future united States Internal Revenue laws) or (b) a corporation contributions to which are deductible under I.R.C. Section 170(c)(2)(or the corresponding provisions of any future United States Internal Revenue law).

ARTCILE XIII - Incorporator

The name and address of the incorporator is:

Name                                                   Address

William D. Bechtel                                P.O. Box 1198, Eastsound, WA 98245

IN WITNESS WHEREOF, I have hereto set my hand his ______ day of September, 1999

________________________________
William D. Bechtel