The Windmill Thrift Shop differs from many of the other thift shops currently in business, in that it is 100% NON-PROFIT. It was set up to provide funds, equally, to two other local non-profit organizations, that enrich the lives of seniors and young people in our community. Below, for your edification, is the document setting up the Windmill Thrift Shop Corporation.

ONE: The name of this corporation is THE WINDMILL THRIFT SHOP.

TWO: This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes. The specific purpose for which this corporation is formed is to operate a publicly supported thrift store in order to support charitable activities. The Windmill Thrift Shop will give fifty percent, (“50%”), of its net profits to Vista Hill, a 501(c)(3) tax exempt organization, and fifty percent, (“50%”), of its net profits to Senior Community Center, a 501(c)(3) tax exempt organization.

THREE: The name and address in the State of California of this corporation’s initial agent for service of process Charles N. Davenport, 3081 University Avenue, San Diego, California 92104.

FOUR: (a) This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

FOUR: (b) Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or (2) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

FOUR: (c) No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate of intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office.

FIVE: The names and addresses of the persons appointed to act as the initial Directors of this corporation are:

SIX: The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of the organization shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person.

On the dissolution or winding up of the corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this corporation, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.

We, the above-mentioned initial directors of this corporation, hereby declare that we are the persons who executed the foregoing Articles of Incorporation, which execution is our act and deed.