OF

The undersigned, being three or more natural persons of lawful age, at least a majority of whom are citizens of the United States, do hereby adopt the following Articles of Incorporation, representing beforehand to the Secretary of State of the State of Indiana and all persons whom it may concern, that a membership list of the above-named corporation for which certificate of incorporation is hereby applied for, has heretofore been opened in accordance with law and that at least three (3) persons have signed such membership list.

Be it further remembered that the following Articles of Incorporation and all matters heretofore done or hereafter to be done are in accordance with the Indiana Not-for-Profit Corporation Act of 1991 and all acts amendatory thereto.

Name

The name of the corporation shall be Brown/Lincoln Township Residents Association, Inc.

Purposes

Section 1. In General. The purposes for which the corporation is formed are as follows:

Section 2. Non-Profit Purpose. The corporation is organized exclusively as a charitable non-profit corporation, and its activities shall be conducted for the foregoing purposes in such manner that no part of its net earnings will inure to the benefit of any member, director, officer or individual. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or attempting in any other manner, to influence legislation. The corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office, and it shall not conduct any activity to form or support any political action committee.

Section 3. Powers. Except as otherwise expressly limited by the provisions of these Articles of Incorporation, the corporation shall have, exercise and enjoy all the general rights, privileges and powers granted to corporations organized under The Indiana General Not-for-Profit Corporation Act of 1971, as now or hereafter amended, and shall have, exercise and enjoy all the rights, attributes and powers of corporations under the common law, subject to the limitations placed thereon by the provisions of such Act.

Term of Existence

The corporation shall continue in existence in perpetuity.

Principal Office

The post office address of the principal office of the corporation is Post Office Box 711, Brownsburg, IN 46112-0711 and the name and address of the resident agent of the Corporation are Hostetter & O’Hara, Attorneys At Law, 515 North Green Street, Brownsburg, Indiana, 46112.

Membership

Section 1. Classes of Members. The corporation shall have one class of members. All members shall have the same and equal rights, privileges, duties, liabilities, limitations and restrictions except as provided by these Articles.

Section 3. Voting Rights. Only Members of the Board of Directors of the corporation shall have the voting rights, and each Board of Director Member shall be entitled to one (1) vote on each matter submitted to a vote of the Board of Directors at any meeting thereof.

Section 4. Election of Directors. At each annual meeting of the members, the Board of Directors shall be entitled to vote for and elect all the directors of the corporation then to be elected.

Number of Directors

The Code of By-Laws of the corporation shall specify the exact number of directors of the corporation and shall specify the qualifications of such directors in addition to those set forth in these Articles. This number shall in no case be greater than seventy-two (72) or less than three (3). Whenever the Code of By-Laws does not specify the exact number, the number of directors of the corporation shall be three (3).

First Board of Directors

The names and addresses or the members of the first board of directors of the corporation are as follows:

Names Addresses

Bill Sibbing 1001 Woodbridge, Brownsburg, IN 46112

Rick Bolt PO Box 196, Brownsburg, IN 46112-0196

Bill Guarnery 1201 Briarwood Drive, Brownsburg, IN 46112

Incorporators

Rick Bolt PO Box 196, Brownsburg, IN 46112-0196

Property

No property, real or personal, will be taken over by the corporation at or upon its incorporation.

Provisions for the Regulation of

The Affairs of the Corporation

Section 1. Terms of Office of Directors. The Directors of the Corporation shall be divided into three (3) classes, each of which shall be composed of one-third (1/3rd) of the total number of directors. The terms of office of the directors in each such class shall be the same (or approximately the same), but the terms of office of the directors in the different classes shall expire in different years as follows: At the first annual meeting of members of the corporation, one class of directors shall be elected for a term of one year, a second class of directors shall be elected for a term of two years, and the third class of directors for a term of three years. At each annual meeting of members after such meeting, the successors of the directors whose terms then expire shall be elected to serve for a term of three (3) years and until their successors are elected and qualified, unless sooner removed as hereinafter provided.

Section 2. Qualification of Directors. After the election of directors at the first annual meeting of members, any person who has been elected to serve as a director for two successive three year terms shall not be qualified to be elected to serve an additional term until at least one year, or the period between two annual meetings of members, has elapsed since the completion of such prior term. No director shall continue as such after he ceases to be a resident of Brown and Lincoln Township, Hendricks County, Indiana. Directors shall have such other qualifications as may be provided in the Code of By-Laws.

Section 3. Powers of the Board of Directors. Subject to any limitation or restriction imposed by law or these Articles of Incorporation, the board of directors of the corporation is hereby authorized to exercise, in furtherance of the purposes of the corporation, all the powers of the corporation without prior authorization or subsequent approval by the members of the corporation.

Section 4. Disposition of Assets on Dissolution. No proceedings to affect the dissolution or liquidation of the corporation shall be taken by the members unless provision is made for the assets remaining after the payment of all debts of the corporation to be transferred to another corporation which is organized for charitable purposes substantially the same as the purposes of this corporation and which is an exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1954 as amended.

IN WITNESS WHEREOF, the undersigned, being all of the incorporators designated in Article VIII, execute these Articles of Incorporation and certify to the truth of the facts herein stated this ______day of _________________, 2001.

STATE OF INDIANA)

SS:

COUNTY OF Hendricks)

I, the undersigned, a Notary Public duly commissioned to take acknowledgments and administer oaths in the State of Indiana, certify that

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being all the incorporators’ referred to in Artic1e VIII of the foregoing Articles of Incorporation, personally appeared before me, acknowledged the execution thereof, and swore to the truth of the facts therein stated.

WITNESS my hand and notarial seal this __________ day of _______________ 2001.

_________________________________

Notary Public

My Commission Expires:

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