ARTICLES OF INCORPORATION

NONPROFIT

Registry Number:

1: NAME: MeriSol Services Inc.

2: REGISTERED AGENT: Terrence Jones

3: ADDRESS OF REGISTERED AGENT: 21421 S. 99 E. Canby, OR 97013 4:

MAILING ADDRESS OF REGISTERED AGENT: 625 S.W. 10th St., Suite 280A, Portland, OR 97205 5: ADDRESS FOR MAILING NOTICES: 625 S.W 10th, Suite 280A, Portland, OR 97205

6: OPTIONAL PROVISIONS: I. "This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to such organizations that qualify as exempt organizations under 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code."

II. "No part of the net earnings of the corporation shall inure to the benefit, or be distributable to its members, directors, officers, or other private persons, 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 of this corporation."

III. "No substantial part of the activities of the corporation shall be the carrying on of propoganda, 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 or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code."

IV. "The personal liability of each member of the Board of Directors, each uncompensated officer of the corporation, ÜjÜŒ for monetary or other damages, for conduct as a director or officer shall be eliminated to the fullest extent permitted by current or future law."

V. The Executive Director, chosen by the incorporator, will chair an Oversight Committee, and select members, including one Board Member, two project staff members, and one representative selected from the project student body. The Oversight Committee will be responsible for the development of ongoing projects furthering the corporation's purpose, and the selection of students for the corporations programs, as stated in the Articles.

7: TYPE OF CORPORATION: Public Benefit Corporation

8: WILL THE CORPORATION HAVE MEMBERS? No

9: DISTRIBUTION OF ASSETS UPON DISSOLUTION: "Upon the Dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the court of appropriate jurisdiction of the county in which the principal office of the corporation is then located, exclusively for the purposes or to such organization or organizations, as that court shall determine, which are organized and operated exclusively for such purposes."

10: INCORPORATOR Terrence Jones 625 S.W. 10th, Suite 280A, Portland, OR 97205

 11: EXECUTION:  Terrence Jones ____________________

12: CONTACT NAME: Terrence Jones

DAYTIME PHONE NUMBER Terrence Jones (541)-617-1684