CERTIFICATE OF INCORPORATION OF FRIENDS OF NOSARA UNDER SECTION 402 OF THE NOT-FOR-PROFIT CORPORATION LAW WE, THE UNDERSIGNED, all of the age of eighteen years or over, for the purpose of forming a corporation pursuant to Section 402 of the Not-for-Profit Corporation Law of New York, do hereby certify: FIRST: The name of the corporation is Friends of Nosara. SECOND: The corporation is a corporation as defined in subparagraph (a)(5) of section 102. THIRD: The purposes for which it is formed are: to support charitable, educational, cultural, civic and social activities and projects of benefit to the residents of Nosara, Guanacaste, Costa Rica. FOURTH: The type of corporation it shall be under section 201 of the Not-for-Profit Corporation Law is type B. FIFTH: The office of the corporation is to be located in the County of Westchester, State of New York. SIXTH: The names and addresses of the persons constituting the initial Board of Directors of the Corporation are: Name Address Michael V. Olson 2 Louisiana Ave. #1G, Bronxville, NY 10708 Elizabeth Maxwell RR1, Richville, MN 56576 Julio Batista 4945 Calle de las Flores, Cave Creek, AZ 85331 *Beverly S. Kitson (Aka) Beverly Smith White SJO 1067, P.O. Box 025215, Miami, FL 33102, And Apdo 17-5233, Bocas de Nosara, Nicoya, GTE., Costa Rica *Pamela Bumgardner Lancaster SJO 1328, P.O. Box 025216, Miama, FL 33102-5216 And Apdo 44-5233, Bocas de Nosara, Nicoya, GTE, Costa Rica John Howells 382 Central Ave. Pacific Grove, CA 93950 And Apdo 55-5233, Bocas de Nosara, Nicoya, GTE, Costa Rica *Bobbi Johnson Apdo 43-5233, Bocas de Nosara, Nicoya, GTE, Costa Rica *Heeja Allen Apdo 28-5233, Bocas de Nosara, Nicoya, GTE, Costa Rica *Randy Bombard Apdo 27-5233, Bocas de Nosara, Nicoya, GTE, Costa Rica *Paula White Apdo 94-5233, Bocas de Nosara, Nicoya, GTE, Costa Rica *Martin Schlenzig 9 Mittlerer Rainweg, 69118 Heidelberg, Germany And Apdo 38-5233, Bocas de Nosara, Nicoya, GTE, Costa Rica *Residents of Nosara do not have street addresses. All directors named here with Bocas de Nosara addresses live in an area referred to locally as “The North American Project,” but they do not have street addresses. SEVENTH: The Secretary of State is designated as agent of the corporation upon whom process against the corporation may be served. The post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: c/o Michael V. Olson, 2 Louisiana Avenue, # 1G, Bronxville, NY 10708 IN WITNESS WHEREOF, we have made and signed this certificate this _9th__ day of January, A.D. 2000 and we affirm the statements contained therein as true under penalties of perjury. /S/ ____________________________________ Bobbi Johnson, Bocas de Nosara, Nicoya, GTE, Costa Rica, President /S/ ____________________________________ Pamela Bumgardner Lancaster, Bocas de Nosara, Nicoya, GTE, Costa Rica, Vice President /S/ ____________________________________ Paula White, Bocas de Nosara, Nicoya, GTE, Costa Rica, Secretary /S/ ___________________________________ Michael V. Olson, 2 Louisiana Ave. #1G, Bronxville, NY, Treasurer /S/ ____________________________________ Heeja Allen, Bocas de Nosara, Nicoya, GTE, Costa Rica, Member of the Board /S/ ____________________________________ Randy Bombard, Bocas de Nosara, Nicoya, GTE, Costa Rica, Member of the Board /S/ ____________________________________ Beverly S. Kitson, aka Beverly Smith White, Bocas de Nosara, Nicoya, GTE, Costa Rica, Member of the Board /S/ ____________________________________ Elizabeth Maxwell, RR 1, Richville, MN, Member of the Board /S/ ____________________________________ Martin Schlenzig, Bocas de Nosara, Nicoya, GTE, Costa Rica, Member of the Board Friends of Nosara BY-LAWS Article I. Purpose Friends of Nosara, a not-for-profit corporation organized under the laws of the state of New York, exists to support and promote activities and projects that improve the quality of life in Nosara, Guanacaste, Costa Rica, in particular to support charitable, educational, cultural, civic and social activities and projects of benefit to the residents of Nosara. Friends of Nosara seeks to create means by which the expatriot community of Nosara and tourists who visit Nosara can thank the Costa Rican residents of the community for the openness and warmth with which they have been welcomed to Nosara, and to support projects that enhance the expatriot and local communities and strengthen the relationship between them. Friends of Nosara expects to work closely with Costa Rican non-profit organizations to achieve its purposes. Article II. Meetings Section 1. Place of meeting. Any and all meetings of the board of directors of this corporation may be held within or outside the state of New York. The annual meeting provided in Section 2, below, shall be held at Nosara, Guanacaste, Costa Rica. Section 2. Annual meeting of board of directors. An annual meeting of the board of directors shall be held in each year on the second Sunday in January at 12 Noon, one of the purposes of which shall be the election of board members and officers as necessary. Section 3. Notice of annual meeting. At least 10 days prior to the date of the annual meeting, notice of the time, place and purposes of the meeting shall be given, to each member entitled to vote at such meeting. Such notice may be given by mail, e-mail, telephone, or in direct conversation. Section 4. Delayed annual meeting. If, for any reason, the annual meeting of the board shall not be held on the day designated here, the meeting may be called and held as a special meeting, and the same proceedings may be had there as at an annual meeting, provided however, that the notice of the special meeting shall be the same as required for the annual meeting, namely not less than 10-day notice. Section 5. Order of business at annual meeting. The order of business at the annual meeting of the members shall be as follows: 1. Roll call, 2. Reading of notice and affirmation by the secretary notice was given to all members of the board, 3. Reading of minutes of last preceding meeting, 4. Report of president, 5. Report of secretary, 6. Report of treasurer, 7. Report of nominating committee as appropriate, 8. Election of directors, as appropriate, 9. Election of officers, as appropriate, 10. Such other committee reports as might be appropriate, 11. Transaction of such other business as mentioned in the notice, 12. Adjournment, provided that, in the absence of any objection, the presiding officer may vary the order of business at his or her discretion and by the consent of the majority of the directors the board may transact any other business properly brought before it. Section 6. Special meetings of the board. Special meetings of the board of directors may be called by the president at any time by means of such notice of the time, place and purpose of the meeting to each director as the president in his or her discretion shall deem sufficient. Section 7. Waiver of notice. Notice of the time, place and purpose of nay meeting of the board of directors, may be waived by fax, e-mail, or other writing, either before or after the meeting has been held. Article III – Quorum A quorum of seven members shall be necessary to conduct the business of the Board. Members unable to attend in person may be considered present if they are in contact via e-mail, conference call, telephone or internet chat. Members may also be present by proxy. A simple majority of members will constitute a quorum for committee work. Article IV. Voting, Elections, and Proxies Section 1. Who entitled to vote. Each member of the board of directors shall, at every meeting of the board, be entitled to one vote in person or by proxy upon each subject properly submitted to vote. Article V – Board of Directors Section 1. Number and term of directors. The business, property and affairs of the corporation shall be managed by a Board of Directors composed of no fewer than seven nor more than seventeen members who shall hold office for the term for which he or she is elected. Section 2. Classification of directors. At the first annual meeting of the board, the members of the board shall be divided into three classes. There shall be four members of the first class which shall hold office for a term of two years, four members of the second class which shall hold office for a term of four years, and the remainder of the initial board of directors shall be in the third class which shall hold office for a term of six years. At all subsequent bi-annual elections or at such time as additional members are added to the board of directors, directors shall be elected for a term of six years. Nothing here shall be construed to prevent the reelection of a director. Section 3. Vacancies. Vacancies in the board of directors and additions to the board shall be filled by appointment made by the remaining directors. Section 4. Action by unanimous written consent. If and when the directors shall severally or collectively consent in writing to any action to be taken by the corporation, the action shall be as valid corporate action as though it had been authorized at a meeting of the board of directors. Section 5. Power to make bylaws. The board of directors shall have power to make and alter any bylaws, including the fixing and altering the number of the directors, provided, that the board shall not make or alter any bylaws fixing the qualifications, classifications or term of office of any member of the then existing board. Section 6.