ARTICLES OF INCORPORATION OF SONOITA ELGIN CHAMBER OF COMMERCEThe undersigned incorporator, desiring to form a nonprofit corporation under the laws of the state of Arizona hereby adopts the following Articles of Incorporation. Article I. Name and Place of Business - The name of the corporation shall be “ Sonoita Elgin Chamber of Commerce ” (the “Corporation”). The initial place of business and address for the Corporation will be 3166 AZ-83 Suite 3, Sonoita, AZ 85637. Article II.Purpose and Activities - The Corporation is a nonprofit organization organized and operated exclusively for the purpose of promoting the interests of the community, business and industry of the Sonoita – Elgin area community, together with all acts and actions in respect thereof and not for performing particular services for individual persons, within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”) or corresponding provision of any future federal tax laws. Within the meaning of Section 501(c)(6), the Corporation will be devoted to improving the community, business and industry of the Sonoita – Elgin area community. Except as otherwise provided in these Articles, the Corporation also may transact any and all lawful business for which nonprofit corporations may be organized under the laws of Arizona, as amended from time to time.Article III.Limitation on Activities - (a) No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its directors, officers, members, 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 set forth in Article II. (b) It is intended that this corporation shall have the status of a corporation which is exempt from federal income taxation under Section 501(a) of the Code as an organization described in Section 501(c)(6) and, notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on by a corporation exempt from income tax under Section 501(c)(6) of the Code or corresponding provision of any future federal tax laws. These Articles shall be construed accordingly, and all powers and activities of the Corporation shall be limited accordingly.Article IV.Board of Directors -The number of directors and their manner of election will be governed by the Bylaws. There will be seven (7) initial directors. The name and address of the persons who will serve as the initial directors until the first election of directors or until their successors are elected and qualify are: Josh Mentesana3166 AZ-83 Unit 2, Sonoita, AZ 85637; Susan Richards, 12 Mathews Lane, Elgin, AZ 85611; Kayte Comes, 9 Lower Elgin Rd., Elgin, AZ 85611; Eric Pavolka, P.O. Box 608, Sonoita, AZ 85637; Ron Sirota, 48 Hay Canyon, Elgin, AZ 85611 Jan Aufdenkamp, 50 John Deere Ln., Elgin, AZ 85611; Shannon Harwell, 12 Shooting Star Ln., Elgin, AZ 85611. Article V.Members -The Corporation shall have such classes of members, with their respective rights, obligations and privileges, as are set forth in the bylaws of the Corporation.Article VI. Limitation of Liability -The personal liability of a director of the Corporation, or of a person who serves on a board or committee of the Corporation in an advisory capacity to the Corporation, for money damages for any action taken or any failure to take action as a director is hereby eliminated to the fullest extent permitted by Arizona law as it now exists or hereafter may be amended. Any repeal or modification of this provision shall be prospective only, and shall not affect adversely any limitation on the personal liability of such person with respect to any act or omission occurring prior to the time of such repeal or modification.Article VII.Indemnification -To the fullest extent permitted by Arizona law as it now exists or hereafter may be amended, the Corporation shall indemnify every director, officer and agent of the Corporation against all expenses and liabilities, including attorneys' fees, reasonably incurred by or imposed upon him or her in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, formal or informal, to which he or she is or was a party or is threatened to be made a party by reason of the fact that he or she is or was a director, officer, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, member or agent of another corporation or other entity. The foregoing rights of indemnification are limited as required by Arizona law, but shall be in addition to and not exclusive of all of the rights to which such persons may be entitled at law or otherwise. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any indemnification rights of a director, officer or agent of the Corporation existing at the time of such repeal or modification.Article VIII.Dissolution - Upon dissolution of the Corporation, the Board of Directors, after making provision for the payment of all of the liabilities of the Corporation, shall arrange for the distribution of all of the assets of the Corporation exclusively for the tax‑exempt purposes of the Corporation, by distribution to one or more organizations exempt from both federal and state income taxes and property taxation under Section 501(c)(4) or 501(c)(6) of the Code or corresponding provision of any future federal tax laws, and are engaged in activities substantially similar to those of the Corporation, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Superior Court of the County in which the principal office of the Corporation is then located, exclusively for the tax‑exempt purposes of the Corporation or to such organization or organizations, as such Court shall determine, which are organized and operated exclusively for such purposes.Article IX.Incorporators -The name and address of the incorporators are: Josh Mentesana, 3166 AZ-83 Unit 2, Sonoita, AZ 85637; Susan Richards,12 Mathews Lane, Elgin, AZ 85611; Kayte Comes, 9 Lower Elgin Rd., Elgin, AZ 85611Article X.Statutory Agent -The statutory agent's name and address are: Kayte Comes, 9 Lower Elgin Rd. Elgin, AZ 85611.IN WITNESS WHEREOF, the undersigned incorporators have hereunto affixed their signatures as of April 30, 2026. s/: Josh Mentesana; s/: Susan Richards; s/: Kayte Comes
Date: May 13, 20, 27, 2026NIN001491
