BRETT GLASS and ROBERT ROTEN, adult persons acting as incorporators under the Wyoming Nonprofit Corporation Act, W. S. § 17-19-101 through 17-19-1807 (1999 Ed.), hereby adopt these ARTICLES OF INCORPORATION.

The name of the nonprofit corporation, hereinafter referred to as "the Corporation," is:

The Corporation is a public benefit corporation.

The Corporation is an organization formed primarily to develop and present on a not-for-profit basis, one or more foreign, 'art' and classic film series to allow the Corporation to rent, operate, and ultimately purchase the historic Wyo Theater, located in Laramie, Wyoming, and to retain and preserve said theater as a permanent cultural resource for the Laramie community.

A. The specific purposes, powers and activities of the Corporation shall include, but not be limited to the following:

1. To develop one or more foreign, 'art' and classic film series, lectures, and live entertainments at the Wyo Theater:
2. To create a volunteer organization in support of the purposes of Corporation;
3. To qualify for tax exempt status pursuant to the Internal Revenue Code;
4. To receive and utilize gifts, grants and contracts that will promote the general purposes of the Corporation;
5. To solicit, receive, and utilize funding from federal, state and local governments in order to promote the general purposes of the Corporation: and
6. To act as trustee of the trusts or otherwise act in a fiduciary capacity when so designated in any intervivos or testamentary gift.

C. Except as otherwise provided by the Internal Revenue Code, no substantial part of the activities of the Corporation will be permitted to include carrying on propaganda, or otherwise attempting to influence legislation.

D. Except as otherwise provided by the Internal Revenue Code, the Corporation will not be permitted to participate in, or intervene in (including the publishing or distribution of statements with respect to) any political campaign on behalf of (or in opposition to) any candidate for public office.

E. The goal of the foregoing objects and purposes for which the Corporation is organized is literary, educational and social welfare within the meaning of Section 501(c)(3) of the Internal Revenue Code amended through December 31, 1999, or corresponding provisions of any subsequent federal tax laws, directed to the support of educational, recreational, and social welfare activities and projects, and intended to foster and encourage the advancement of the stated objectives.

The affairs of the Corporation shall be controlled by a Board of Directors as set forth in the Bylaws.

All provisions for the regulation of the internal affairs of the Corporation shall be set forth in the Bylaws.

The initial registered office of the Corporation is 1910 East Sheridan, Laramie, Wyoming. The name of the initial registered agent of the Corporation as such address is DAVID L. BAKER.

The period of the Corporation's duration shall be perpetual.

Upon the dissolution of the Corporation the Board of Directors, after making provisions for payment of all liabilities, shall dispose of the corporate assets in such manner as will further the purposes of the Corporation, or by distribution to such organization or organizations as are organized and operated exclusively for charitable, educational, literary or scientific purposes so as to qualify at the time as an exempt organization or organizations under 501 (c)(3) of the Code, or to an organization the contributions to which are deductible under Section 170 (c)(1) or (2) of the Code.

The names and addresses of the incorporators of the Corporation are as follows:
 

LAURENCE BRETT GLASS [Address omitted for Web]

ROBERT ROTEN [Address omitted for Web]

IN WITNESS WHEREOF the Incorporation subscribe their names to these Articles of
Incorporation in duplicate originals on the day of 1 September, 2000.
 

LAURENCE BRETT GLASS /s/

ROBERT ROTEN /s/