ARTICLES OF INCORPORATION

GRAND MESA NORDIC COUNCIL. INC. (NOT FOR PROFIT)

THE UNDERSIGNED, as the incorporator of the Grand Mesa Nordic Council, Inc. (“Corporation”), hereby executes and acknowledges the following Articles of Incorporation for the Corporation.

I. NAME

The name of the Corporation shall be Grand Mesa Nordic Council, Inc.

II. PERPETUAL EXISTENCE

The Corporation shall have perpetual existence.

III. PURPOSES

The Corporation shall have those powers reasonably necessary to carry out its purpose, Including by way of example and not by way of limitation---

(a) establishing and maintaining a system of cross-country ski trails for public use;

(b) providing cross-country ski clinics, lessons, and events in the sport of cross—country skiing;

~~(c)~~ obtaining and providing cross-country skiing equipment;

(d) establishing and maintaining cross-country competition; and

~~(e)~~ providing cross-country ski equipment and services to the public.

V. ISSUANCE OF STOCK

The Corporation shall not Issue stock or certificates of stock.

VI. MEMBERS

The members of the corporation shall comprise all persons and entities contributing funds and services in such manner or amounts as established by the Board of Directors.

Each member’s share in the corporation or any assets thereof shall not be assigned, hypothecated, or transferred without prior written consent of the Board of Directors or for any purpose which would deprive the Corporation of its tax-exempt status pursuant to Section 501(c)(3) of the Internal Revenue Code.

VI. BOARD OF DIRECTORS

The affairs of the corporation shall be managed by a Board of Directors consisting of a number to be established by the By-Laws, but in no event less than four nor more than 15 directors.

The initial board of directors shall consist of the following ten persons:

Chuck Bodie

2108 Yellowstone

Grand Jct., CO 81503 241-8906

Cheryl Bodie

2108 Yellowstone

Grand Jet., CO 81503

Tom Ela

3126 F Road

Grand Jet., CO 81504

William Ela

3142 F Road

Grand Jet., CO 81504

Suzi Evans

174 Rosalie Dr.

Grand Jet., CO 81503 243-7143

Richard Hypio

680 1900 Road

Delta, CO 81416

Stephen Laiche

503 Rado Drive

Grand Jet., CO 81503

Dan Lowery

3520 Senna Way

Grand Jet., CO 81506

Winslow Robertson

P.O. Box 244

Palisade, CO 81526

Will Worthwine

P.O. Box 302

Mesa, CO 81643

The directors of the corporation shall be elected, removed, and appointed for vacancies as set forth in the By-Laws.

Cumulative voting shall not be allowed.

VIII. REGISTERED OFFICE

The initial registered office of the corporation shall be 1037 48 Road, Mesa, Colorado, 81643.

IX. INITIAL REGISTERED AGENT

The initial agent of the corporation shall be Will Worthwine, 1037 48 Road, Mesa, Colorado, 81643.

X. AMENDMENTS

These Articles of Incorporation may be amended upon the following procedures. The Board of Directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of the directors entitled to vote thereon, which shall be either an annual or a special meeting. The question shall also be submitted whenever at least 1/4 of the directors entitled to vote thereon so request. Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director entitled to vote at such meeting within the time and in the manner provided by the Colorado Nonprofit Corporation Act for the giving of notice of meetings of directors. The proposed amendment shall be adopted upon receiving at least 2/3 of the votes which directors present at such meeting are entitled to cast.

XI. BYLAWS

The corporation shall be governed by By-Laws adopted by the Board of Directors, which By-Laws may be amended in the manner set forth in the By-Laws themselves.

XII. DISSOLUTION

Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment (if possible) of all liabilities of the corporation, adopt a plan for the dissolution of the corporation. The plan shall dispose of all assets of the corporation. The plan shall provide that all assets must be distributed only for purposes permitted under Section 501(c)(3) of the Internal Revenue Code, or to organizations organized and operated solely for purposes qualifying them as exempt corporations under said Section 501(c)(3), or distributed to the federal government or a state or local government for public purposes, or for comparable purposes as set forth above pursuant to a court order.

XIII. RESTRICTIONS

In order to insure that the corporation qualifies as a tax exempt organization under Section 501(c)(3),

(a) No part of the Corporation’s net earnings shall inure to the benefit of any officer, director, or other private individual (except

that reasonable compensation and expenses may be paid for services rendered;

(b) The Corporation shall not devote a substantial part of its assets to influencing legislation; and

XIV. INCORPORATOR

The name and address of the incorporator of these Articles of Incorporation is: Will Worthwine, 1037 48 Road, Mesa, Colorado, 61643.

The incorporator hereby affixes his signature to these Articles of Incorporation this _____ day of __________________, 1990.

Will Worthwine