Article I The exact name of the corporation is The OPENAIR Theater, Inc. Article II The purpose of the organization is to engage in the following activities: To promote leadership and self-esteem for Massachusetts children and teens through a program of teaching circus skills, developing youth leadership, and providing performance opportunities. To provide a location and organization for outdoor arts presentations. To encourage neighborhood participation in the arts, particularly circus arts, theater, and dance. To promote a sense of community. Article III The governing body of the OPENAIR Theater Inc. shall be a Board of Directors, consisting of not less than five nor more than twenty-five Directors, the number of which shall be determined annually by the Board. Directors shall be elected by the Members at the Annual Meeting of the Theater, and they shall serve for a term of one year. The officers of the OPENAIR Theater Inc. shall be a Chairman, a Secretary, and a Treasurer, and such other officers as the Board may from time to time elect. All officers shall be elected by the board and shall serve terms of one year. Nominations of Officers and Members may be made by any member of the Board. The fiscal year shall be the twelve months ending December 31. Article IV Notwithstanding anything elsewhere herein provided, the OPENAIR Theater Inc. is organized and shall be operated exclusively for charitable, scientific and educational purposes, and for the public welfare as said terms have been and shall be defined under and pursuant to Sections 170(c) and 501(c)(3) of the Internal Revenue Code of 1954, as amended, as said Sections may from time to time be amended or added to, or under any successor sections thereto. All powers of this Corporation shall be exercised only in such a manner as will assure the operation of this Corporation exclusively for said charitable, scientific and educational purposes, as so defined, it being the intention that this Corporation shall be exempt from federal income tax under Sections 170(c) and 501(c)(3) of the Internal Revenue Code of 1954, as amended, and from state taxes. All purposes and powers herein shall be interpreted and exercised consistent with this intention. Except as may be otherwise required by law, the Corporation may merge or consolidate only with or into any corporation that is exempt from federal income taxes under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, and which is organized for one or more of the purposes of the Corporation as set forth in its Articles of Organization as from time to time amended or for purposes substantially similar thereto. Should the Corporation dissolve for any reason, all of its assets shall be distributed to other corporations which are also exempt from federal taxes under section 501(c)(3) of the Internal Revenue Code of 1954, as amended. No part of the net earnings, if any, of the Corporation shall inure to the benefit of any member or officer. No substantial part of the activities of the Corporation shall consist of the carrying on of propaganda or otherwise attempting to influence legislation or participating or intervening in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. No amendment to these Articles of Organization shall be in any way authorize or permit the Corporation to be operated otherwise than exclusively for charitable, scientific, or educational purposes or for the promotion of the general welfare, or for any purpose or in any manner that would deprive it of exemption from federal and state taxes. Articles of Organization, OPENAIR Theater, Inc.