ARTICLES OF INCORPORATION
OF THE
WASHINGTON GEOGRAPHIC ALLIANCE

Pursuant to the provisions of Chapter 24.03 of the Revised Code of Washington known as the Washington Nonprofit Corporation Act the undersigned incorporators, natural persons eighteen years of age or more, in order to form a corporate entity adopts the following Articles of Incorporation:

Article I. Name

The name of the Corporation is Washington Geographic Alliance.

Article II. Duration

The period of the Corporation's duration is perpetual unless dissolved by operation of law or otherwise.

Article III. Purposes

The Corporation is organized exclusively for educational, charitable, scientific, and/or literary purposes, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as or hereafter amended (the "Code") including, but not limited to, making disbursements to qualifying organizations. The purposes of the Corporation shall include, without limitation:

1. Promotion and enhancement of kindergarten through university geographic education in the state of Washington.
2. Creation and maintenance of a strong grassroots organization of geographic educators from schools and universities.
3. Participation in educational reform at the district, state, and national levels.
4. Engagement in an active program of preservice and in-service teacher education.
5. Development of curriculum materials based on the National Geography Standards.
6. Fostering public awareness of the importance of geography in our society.

Article IV. Distributions Upon Dissolution

No director or officer of the Corporation, nor any private individual, shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation or its final liquidation. Upon dissolution or final liquidation of the Corporation, after paying or making adequate provision for payment of all of the liabilities, all remaining assets of the Corporation shall be distributed by the board of directors to one or more nonprofit funds, foundations, or corporations that are organized and duly operated exclusively for educational, charitable, scientific and/or literary purposes, within the meaning of the Code, and which at that time qualify for tax exempt status under Section 501(c)(3) of the Code. Any assets not so disposed of shall be disposed of by the Superior Court of King County, Washington, for the purposes set forth in Article III of these Articles of Incorporation or to such organization or organizations as the Superior Court of King County shall determine to be organized and operated for purposes similar to that of the Corporation.

Article V. Powers

The Corporation shall have the power to do all lawful acts or things necessary, appropriate, or desirable to carry out and in furtherance of its purposes described in Article III that are consistent with the Washington Nonprofit Corporation Act and the Code.

Article VI. Prohibited Activities

Notwithstanding any of the provisions of these Articles of Incorporation, the Corporation shall not conduct or carry on activities not permitted to be conducted or carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Code or by an organization, contributions to which are deductible under Section 170(c)(2) of the Code. No part of the net earnings of the Corporation shall inure to the benefit of any director, officer, or private individual. No substantial part of the activities of the Corporation shall be devoted to the carrying on of propaganda, or otherwise attempting to influence legislation except as may be permitted for Section 501(c)(3) organizations by the Code, and the Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. The Corporation shall not have or issue shares of stock and shall not make any disbursement of income or any loans to its members, directors or officers.

Article VII. Members

The class or classes of members, the designation of such class or classes, the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the bylaws.

Article VIII. Limitation of Personal Liability

No member, officer, or director of the corporation shall be personally liable for the debts or obligations of the corporation of any nature whatsoever, nor shall any of the property of the members, officers, or directors be subject to the payment of the debts or obligations of the corporation.

Article IX. Limitation of Director Liability

Except to the extent otherwise required by applicable law as presently in effect and as hereafter amended, a director of the Corporation shall not be personally liable to the Corporation or its members for monetary damages for conduct as a director, except for liability of the director (i) for acts or omissions that involve intentional misconduct by the director or a knowing violation of law by the director or (ii) for any transaction from which the director personally receives a benefit in money, property or services to which the director is not legally entitled. If the Washington Nonprofit Corporation Act or the Washington Business Corporation Act is amended to authorize further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Washington Nonprofit Corporation Act and the Washington Business Corporation Act, as so amended, without any requirement of further action by the Corporation, or its members or its directors.

No amendment to or repeal of this Article shall adversely affect any right of protection of any director of the Corporation occurring after the date of the adoption of this Article and prior to such amendment or repeal.

Article X. Indemnification

The Corporation shall indemnify any director of the Corporation who is involved in any capacity in a proceeding (as defined in RCW 23B.08.500 , as now or hereafter amended) by reason of the position held by such person or entity in the Corporation, to the full extent allowed by law, as presently in effect and as hereafter amended. By means of a resolution or of a contract specifically approved by the Board of Directors, the Corporation may indemnify an officer, employee, or agent to such degree as the Board of Directors determines to be reasonable, appropriate, and consistent with applicable law and to be in the best interests of the Corporation. Reasonable expenses incurred by a director, who is involved in any capacity in a proceeding by reason of the position held in the Corporation, shall be advanced by the Corporation to the full extent allowed by and on the conditions required by applicable law, as presently in effect and as hereafter amended, unless and until it is determined that such person is not entitled to be indemnified.

The Board of Directors of the Corporation shall have the right to designate the counsel who shall defend any person or entity that may be entitled to indemnification, to approve any settlement, and to approve in advance any expense. The rights conferred by or pursuant to this Article shall not be exclusive of any other rights which any person may have or acquire under any applicable law (as now or hereafter amended), these Articles of Incorporation, the bylaws of the Corporation, a vote of the Board of Directors of the Corporation, or otherwise. No amendment to or repeal of this Article shall adversely affect any right of any director, officer, employee, or agent for events occurring after the date of the adoption of this Article and prior to such amendment or repeal.

Notwithstanding any other provision of this Article, no indemnification shall be provided to any person if in the opinion of counsel, payment of such indemnification would cause the Corporation to lose its tax exempt status, if any, from federal income taxation.

Article XI. Interest of Officers, Directors, or Others in Transactions with the Corporation

Any officer, director, or member (hereinafter referred to generally as "interested persons") individually, or any firm of which any interested person is a partner, or any private firm of which any interested person may be an officer, director, employee, or holder of any amount of its capital stock or other ownership interest may be a party to or may be interested in any contract or transaction of this corporation and, in the absence of actual fraud, no such contract or other transaction shall be thereby affected, impeached, or invalidated.

No interested person shall be liable to account to this corporation for any profit realized by him or her from or through any such transaction or contract provided that such contract or transaction shall be approved or ratified by the affirmative vote of directors who are not so interested constituting a majority of a quorum of directors present at a meeting of the board of directors of the Corporation having authority in the premises.

Directors interested in any contracts or transactions of the types described in the foregoing paragraphs may be counted when present at meetings of the board of directors or of any committee for the purpose of determining the existence of a quorum to consider and vote upon any such contract or transaction.

Article XII. Registered Office and Agent

The address of the initial registered office of the Corporation is 18825 6th Avenue Southwest, Normandy Park, Washington 98166-3978. The initial registered agent of the Corporation is Richard T. Kennedy.

Article XIII. Board of Directors

The management of the affairs of the corporation shall be vested in a Board of Directors, as defined in the corporation's bylaws. No director shall have any right, title, or interest in or to any property of the corporation.

The names and addresses of the persons who are to serve as directors until the annual meeting of the Corporation at which their term expires or until their successors are elected and qualified are:

Article XIV. Amendments

These Articles may be amended only by a three-fifths majority vote of the directors. The procedures for notifying directors of amendments to these Articles shall be set forth in the bylaws.

Article XV. Incorporators

The undersigned incorporators certify that they execute these articles for the purposes herein stated.