RESTATED ARTICLES OF INCORPORATION
OF
CENTRAL COAST LIGHTHOUSE KEEPERS

The undersigned, John O’Neil and Bill Proudfoot, hereby certify that:

1.They are, respectively, the duly elected Chair of the Board and Secretary of Central Coast Lighthouse Keepers, a California nonprofit public benefit corporation (the “Corporation”) with California Entity No. 1725915.

2.The articles of incorporation of the Corporation are amended and restated in their entirety as set forth in the restated articles of incorporation attached hereto and incorporated herein by this reference as Exhibit A (the “Restated Articles of Incorporation”).

3.The Restated Articles of Incorporation have been duly approved by the board of directors of the Corporation.

4.The Restated Articles of Incorporation have been duly approved by the affirmative vote of two-thirds of the members of the Corporation.

We further declare, under penalty of perjury under the laws of the State of California, that the statements set forth in this certificate are true and correct of our own knowledge.


Date:______________________________________________________________
John O’Neil, Chair of the Board


________________________________________
Bill Proudfoot, Secretary


EXHIBIT A

RESTATED ARTICLES OF INCORPORATION
OF
CENTRAL COAST LIGHTHOUSE KEEPERS


ARTICLE I
NAME

The name of this corporation is:

CENTRAL COAST LIGHTHOUSE KEEPERS

ARTICLE II
PURPOSES

(a)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.  Specifically, this corporation is formed to promote awareness, knowledge and understanding of maritime and lighthouse history, and the preservation of lighthouses, light stations and other aids to navigation as well as maritime facilities and installations significant to Central California’s historical heritage.

(b)This corporation is organized exclusively for charitable and educational purposes within the meaning of Internal Revenue Code §501(c)(3) (or the corresponding provisions of any future United States internal revenue law). 

(c)Notwithstanding any other provision of these articles, the corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation, and the corporation shall not carry on any other activities not permitted to be carried on by (i) a corporation exempt from federal income tax under Internal Revenue Code §501(c)(3) (or the corresponding provisions of any future United States internal revenue law), or (ii) a corporation, contributions to which are deductible under Internal Revenue Code §170(c)(2) (or the corresponding provisions of any future United States internal revenue law).

ARTICLE III
TAX-EXEMPT STATUS

(a)This corporation is organized and operated exclusively for charitable and educational purposes within the meaning of §501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future United States internal revenue law).

(b)No substantial part of the activities of this corporation shall consist of lobbying, carrying on propaganda or otherwise attempting to influence legislation (except to the extent permitted by Internal Revenue Code §§501(c)(3) and 501(h)), and this corporation shall not participate or intervene in any political campaign (including publishing or distributing statements) on behalf of or in opposition to any candidate for public office.

(c)The property of this corporation is irrevocably dedicated to the charitable and educational purposes set forth in Article II.  No part of the net income or assets of this corporation shall inure to the benefit of any of its directors or officers or any other private person, except that this corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments in furtherance of its charitable and educational purposes.

(d)Upon the dissolution or winding up of this corporation, its assets remaining after paying or adequately providing for the debts and obligations of this corporation shall be distributed to one or more nonprofit funds, foundations, corporations or other organizations that is (or are) organized and operated exclusively for charitable and/or educational purposes and that is (or are) tax exempt under Internal Revenue Code §501(c)(3) (or the corresponding provisions of any future United States internal revenue law).