ARTICLES OF INCORPORATION OF THE USGENWEB CENSUS PROJECT

Pursuant to the provisions of the Michigan Nonprofit Corporation Act 162, Public Acts of 1982, the undersigned corporation executes the following ARTICLE I. The name of the corporation is: THE USGENWEB CENSUS PROJECT ARTICLE II. The purpose or purposes for which the corporation is organized are exclusively for charitable and scientific purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, for such purposes, making freely available on the Internet genealogical and historical enumerations for public research needs." ARTICLE III. 1. The corporation is organized upon a nonstock basis. 2. If organized on a stock basis, the total number of shares which the corporation has authority to issue is ___n/a__. If the shares are, or are to be, divided into classes, the designation of each class, the number of shares in each class, and the relative rights, preferences and limitations of the shares of each class are as follows: n/a 3. a. If organized on a nonstock basis, the description and value of its real property assets are: (if none, insert "none") "none"   b. The description and value of its personal property assets are: (if none, insert "none") Internet domains: us-census.org and us-census.net; trademarks : The USGenWeb Census Project; The Census Project, US-Census.Org, USGWCP; copyrights to the contents of the domains excepting individual copyrights of submitters/transcribers in accordance with applicable U.S. federal copyright statutes. Value: Under $20,000.00. c. The corporation is to be financed under the following general plan: Private and government grants, contributions from individuals, businesses, governmental units, and other organizations; and solicitations of charitable gifts from the public, and other permissible means, all as allowed and qualifying under Section 501(c)(3) of the Internal Revenue Code. d. The corporation is organized on a membership basis. ARTICLE IV. 1. The address of the registered office is: ** 2. The mailing address of the registered office, if different than above: n/a 3. The name of the resident agent at the registered office is: Ronald E. Eason ARTICLE V. The name(s) and address(es) of the incorporator(s) is (are) as follows: Roy Wayne Duncan   Use space below for additional Articles or for continuation of previous Articles. Please identify any Article being continued or added. Attach additional pages if needed. ARTICLE VI. The Corporation is a public benefit corporation. ARTICLE VII. The duration of existence of this Corporation shall be perpetual. ARTICLE VIII. The internal affairs of the Corporation shall be regulated by the Bylaws of the Corporation which shall be adopted by the Directors of the Corporation. ARTICLE IX. The affairs and business of this Corporation shall be controlled and conducted by a Board of Directors, the size of which shall be fixed by the Bylaws of this Corporation, but in any event shall consist of not less than three (3) Directors. Each Director (except the initial Directors) shall serve such term of office as may be fixed by the Bylaws of this Corporation. ARTICLE X. The initial Board of Directors shall consist of seven (7) members who shall serve until the expiration of their respective terms specified in the Bylaws of the Corporation and until their successors are elected and qualified. The name, address and term of each person who shall serve as one of the initial Directors is as follows:  NAME STREET ADDRESS CITY STATE Ronald E. Eason ** Connie Burkett ** Sue Soden ** Veda Mendoza ** Jeri Shangle ** Ellen Horner ** Roy W. Duncan **  ARTICLE XI. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, private shareholders or individuals, 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 II 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. ARTICLE XII. If the Corporation dissolves for any reason, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or 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). I, Roy Wayne Duncan, the incorporator sign my name this 18th day of May, 2000. Name of person or organization remitting fees Roy Wayne Duncan The USGenWeb Census Project Preparer's name and business telephone number: Roy Wayne Duncan ** Addresses and phone numbers have been removed