Articles of Incorporation

* Note: In part, the following Articles of Incorporation largely reflect a legal version of the Omni-Oakland Founding Document, namely including specific language necessary for Omni-Oakland to be recognized by the IRS and CA as a non-profit. These bylaws will be filed with the state.

RESTATED ARTICLES OF INCORPORATION

The undersigned certifies that:

1. I constitute the sole incorporator of the corporation, directors were not named in the original articles and have not been elected, the corporation has no members and the I adopt the amendment set forth below. (See Corporations Code Section 5811 and 5815.)====

2. The Articles of Incorporation of this corporation are amended and restated to read as follows:

1. The name of this corporation is Omni Oakland Commons

2. 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 of California for public and charitable purposes.

3. The public and charitable purposes of this corporation are:

(a) To educate the public on subjects useful to the individual and beneficial to the community including in particular history, current events, economics, sociology, political science, anthropology, education, psychology, philosophy, science, social theory and the arts by presenting public discussion groups, forums, panels, lectures, exhibits, audio and video presentations, distributing of printed and on-line materials, and other similar programs.

(b) To carry on scientific research in the public interest by conducting research directed towards benefiting the public and distributing the results of said research to all members of the public on a nondiscriminatory basis.

(c) To provide relief to the poor, distressed and underprivileged, to combat community deterioration and to defend human and civil rights secured by law.

(d) To lease, manage, own and operate property to promote the purposes stated in (a)-(c), above.

4. The name and address in the State of California of this corporation’s initial agent for service of process is: L.S., (home address) (anonymized for web)

5. The initial street address and mailing address of the corporation is: (anonymized curr. address of BAPS/Sudo).

6.

(a) This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (the “Code”).

(b) Not withstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (1) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code or (2) by a corporation contributions to which are deductible under Section 170(c)(2) of the Code.

(c) No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office as defined for purposes of Section 501(c)(3) of the Code.

7. The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of the organization shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. On the dissolution or winding up of the corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities of this corporation, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Code.

I declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of my own knowledge.

Date: ________, 2014

___________________________

L.S., incorporator