INCORPORATION

Fundación Manos Juntas was officialy incorporated on July 31 of 1997. The undersigned incorporators are Dr. Boyd Shook, Kathy McCallie, and Harold Swink. The corporation is organized exclusively for charitable and educational purposes. For such purposes, the making of distributions to the needy and to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code; and, more specifically, to receive and administer funds for such charitable and educational purposes, all for the public welfare, and for no other purposes.

FUNDACION MANOS JUNTAS
CERTIFICATE OF INCORPORATION

One: The undersigned incorporators, whose names and post office address are:

1. Boyd Shook
8117 Bridgeport Lane
Bethany, Oklahoma 73008

2. Kathy McCallie
3701 Amelia Avenue
Oklahoma City, Oklahoma 73112

3. Harold Swink
6508 North St Clair
Oklahoma City, Oklahoma 73116

all being at least eighteen (18) years of age, hereby form a non-profit corporation under and by virtue of the Oklahoma General Corporation Act (the "Act").

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Two: The name of the Corporation (which is hereafter called the "Corporation") is FUNDACION MANOS JUNTAS.

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Three: The purposes for which the Corporation is formed are:

(a) The Corporation is organized exclusively for religious, educational or charitable purposes, including, for such purposes, the making of distributions to the needy and to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), and, more specifically, to receive and administer funds for such religious, charitable or educational purposes, all for the public welfare, and for no other purposes, and to that end to take and hold, by bequest, devise, gift, purchase or lease, either absolutely or in trust for such objects and purposes or any of them, any property, real, personal or mixed, without limitation as to amount of value, except such limitations, if any, as may be imposed by law; to sell, convey and dispose of any such property and to invest and reinvest the principal thereof, and to deal with and expend the income therefrom for any of the before-mentioned purposes, without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received; to receive any property, real, personal or mixed, in trust, under the terms of any will, deed of trust, or other trust instrument for the foregoing purposes or any of them, and in administering the same to carry out the directions, and exercise the powers contained in the trust instrument under which the property is received, including the expenditure of the principal as well as the income, for one or more of such purposes, if authorized or directed in the trust instrument under which it is received, but no gift, bequest or devise of any such property shall be received and accepted if it be conditioned or limited in such manner as shall require the disposition of the income or its principal to any person or organization other than a "charitable organization" or for other than "charitable purposes" within the meaning of such terms as defined in Article Nine of this Certificate of Incorporation, or as shall in the opinion of the Board of Directors, jeopardize the federal income tax exemption of the Corporation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as now in force or afterwards amended; to receive, take title to, hold and use the proceeds and income of stocks, bonds, obligations or other securities of any corporation or corporations, domestic or foreign, but only for the foregoing purposes, or some of them; and, in general, to exercise any, all and every power for which a non-profit corporation organized under the applicable provisions of the Oklahoma General Corporation Act for religious, educational and charitable purposes, all for the public welfare, can be authorized to exercise, but only to the extent the exercise of such powers are in furtherance of exempt purposes.

(b) 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 Three hereof. 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 this Certificate, the Corporation shall not carry on any other activities not pemiitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

(c) The religious, educational or charitable purposes for which the Corporation is organized, as qualified and limited by subparagraphs (a) and (b) of this Article Three, include but are not limited to the following:

(i) Coordinate mission trips to Central America;

(ii) Provide an outlet for distribution of handicrafts from Central America;

(iii) Serve as a vehicle for collection and distribution of clothing, medical supplies, and pharmaceutical supplies to the needy;

(iv) Operate a medical clinic at Epworth Methodist Church which will furnish care at no cost to the needy;

(v) Promote understanding among people who are diverse in ethnic, economic, and cultural background;

(vi) Develop and sponsor educational opportunities for talented and deserving students in order to allow full development of potential of these students; and

(vii) Encourage employment opportunities among the needy.

Four: The post office address of the principal office of the Corporation in this State is 8117 Bridgeport Lane, Bethany, Oklahoma 73008.

The name and post office address of the Registered Agent of the Corporation in this State is Boyd Shook, 8117 Bridgeport Lane, Bethany, Oklahoma 73008.

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Five: The Corporation is not organized for profit; it shall have no capital stock and shall not he authorized to issue capital stock. The number of qualifications for; and other matters relating to its members shall be as set forth in the bylaws of the Corporation.

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Six: The number of Directors of the Corporation to be elected at the first meeting shall be three, which number may be increased or decreased pursuant to the Bylaws of the Corporation. The names and mailing addresses of the Directors, who shall act until the first annual meeting or until their successors are duly chosen and qualified, are:

1. Boyd Shook    
8117 Bridgeport Lane
Bethany, Oklahoma 73008

2. Kathy McCallie
3701 Amelia Avenue
Oklahoma City, Oklahoma 73112

3. Harold Swink
6508 North St. Clair
Oklahoma City, Oklahoma 73116

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Seven: Upon the dissolution of the Corporation's affairs, or upon the abandonment of the Corporation's activities due to its impracticable or inexpedient nature, the assets of the Corporation then remaining in the hands of the Corporation shall be distributed, transferred, conveyed, delivered and paid over to any other charitable organization (as hereinafter defined) of this or any other State, having a similar or analogous character or purpose, in some way associated with or connected with the corporation to which the property previously belonged.

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Eight: The Corporation may by its Bylaws make any other provisions or requirements for the arrangement or conduct of the business of the Corporation, provided the same be not inconsistent with this Certificate of Incorporation nor contrary to the laws of the State of Oklahoma or of the United States.

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Nine: In this Certificate of Incorporation,

(a) References to "charitable organizations" or "charitable organization" mean corporations, trusts, funds, foundations or community chests created or organized in the United States or in any of its possessions, whether under the laws of the United States, any state or territory, the District of Columbia, or any possession of the United States, organized and operated exclusively for charitable purposes, no part of the net caniings of which inures or is payable to or for the benefit of any private shareholder or individual, and no substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation and which do not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidates for public office. It is intended that the organization described in this Article Nine shall be entitled to exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now in force or afterwards amended.

(b) The term "charitable purposes" shall be limited to and shall include only religious, charitable, scientific testing for public safety, literary or educational purposes within the meaning of the terms used in Section 501(c)(3) of the Internal Revenue Code of 1986 but only such purposes as also constitute public charitable purposes under the laws of the United States, any state or territory, the District of Columbia, or any possession of the United States.

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Ten:

(a) 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 b Section 4942 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws

(b) The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1996, or corresponding provisions  of any subsequent federal tax laws.

(c) The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

(d) The Corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws

(e) The Corporation shall not make any taxable expenditures as defmed in Section 4945(d) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

IN WITNESS THEREOF, we have signed this Certificate of Incorporation this ( 31 ) day of ( July ) 1997 and we acknowledge the same to be our acts.

(Signed here by Boyd Shook, Kathy McCallie, and Harold Swink)

cc: Bill B. Thom, C.P.A.
Thom-Dobson-Womack, Inc.
6408-B North Santa Fe
Oklahoma City, Oklahoma 73116

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