ARTICLES OF INCORPORATION                                *

Of

RENAISSANCE LAWYER SOCIETY

FIRST:  The name of the corporation is Renaissance Lawyer Society (the "Corporation").

SECOND:  The period of duration of the Corporation is perpetual.

THIRD:  The purposes for which the Corporation is organized are charitable, scientific, literary and educational purposes concerning the progress, development and enlightenment of the legal profession, the members and organizations of the legal community and the legal system at large; provided that such purposes and activities of the Corporation are only as permitted an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code").

To further these purposes, with the limitations set forth here, the Corporation will have and may exercise all of the powers conferred by the laws of the State of Delaware, including all powers necessary and convenient to effect any or all of its purposes, and will have and may exercise additional powers which may be conferred by law.

FOURTH:  The Corporation’s purposes and powers are each and all subject to the limitation that:

            (a)            This Corporation is not organized for profit.

            (b)            No part of the net earnings of the Corporation can inure to the benefit of

§         any director, trustee, creator, or organizer of the Corporation, or

§         substantial contributor to it, or

§         any private individual,

except that reasonable compensation for actual services rendered to or for the Corporation and reimbursement of reasonable expenditures that further one or more of its exempt purposes may be provided.

(c)            The private property of the directors, officers and members of the Corporation is not available for payment of the corporate debts to any extent whatever.

(d)               The Corporation has authority

§         to accept as contributions personal property and real property, and to sell, mortgage, encumber, hypothecate, lease, receive, administer, maintain, use and employ, in whole or in part, its income, funds, securities and property, real and personal as an association organized and operated exclusively for educational, charitable, and other nonprofit purposes beneficial to the public, as such terms and purposes are used and defined in or in connection with Section 501(c)(3) of the Code and regulations thereunder, and

§         to pursue such objects and purposes directly, or by contribution to organizations that qualify as exempt organizations described in Section 501(c)(3) of the Code or organizations which are treated for U.S. tax purposes as so qualifying, or by program-related investments as defined in Section 4944(c) of the Code.

(e)                Despite any other provision of this Certificate, the Corporation will not

§         conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Code and the regulations, or

§         engage in activities that are prohibited by an organization contributions to which are deductible under Section 170(b)(1)(A) of the Code and regulations.

FIFTH:  The Corporation will not have the authority to issue capital stock.  The Corporation will be a membership corporation.  The members of the Corporation will initially consist of the persons named in Article EIGHTH of this Certificate of Incorporation and afterwards will consist of the persons who meet the qualifications for directors of the Corporation set out in this Certificate of Incorporation and in the By-Laws of the Corporation.

SIXTH:  The directors of the Corporation will be elected in the manner, for the terms, and on the conditions prescribed in the By-Laws of the Corporation.

SEVENTH:  Provisions for the regulation of internal affairs of the Corporation will be set out in the By-Laws of the Corporation, to the extent that they are not set out here as follows:

(1)         No directorship or officership in this Corporation is assignable inter vivos or passable to any personal representative, heir, or devisee of any director or officer.

(2)         This Corporation shall not have nor exercise any power or authority either expressly, by interpretation, or by operation of law, nor shall it directly or indirectly engage in any activity that will prevent this Corporation from qualifying (and continuing to qualify) as a corporation described in Section 501(c)(3) of the Code and the regulations thereunder.

(3)         No substantial part of the activities of this Corporation will consist of carrying on propaganda or otherwise attempting to influence legislation; this Corporation will not participate in, or intervene in (including publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office; nor will it in any manner engage in activities that are unlawful under the laws of the United States of America, the State of Delaware, or any other jurisdiction where such activities are carried on.

(4)         This Corporation will never operate for the primary purpose of carrying on a trade or business for profit.  Neither the whole nor any part or portion of the assets or net earnings of this Corporation will be used, nor will this Corporation ever be organized or operated for purposes that are not exclusively educational, charitable, or otherwise permitted by Sections 501(c)(3) and 509(a)(3) of the Code and the regulations thereunder.

(5)         No compensation or payment will ever be paid or made to any director, officer, trustee, creator, or organizer of this Corporation or substantial contributor to it, except as a reasonable allowance for actual expenditures or service actually made or rendered to or for this Corporation; provided, neither the whole nor any part or portion of the assets or net earnings, current or accumulated, of this Corporation will ever be distributed to or divided among any of such persons; provided further, that neither the whole nor any part or portion of such assets or net earnings will be used for, accrue to, or inure to the benefit of any private individual or entity within the meaning of Section 501(c)(3) of the Code and the regulations thereunder. 

(6)         The Corporation may be liquidated or dissolved, and any such liquidation or dissolution may be carried out in the manner prescribed by the By-Laws of the Corporation, but any assets of the Corporation available for distribution after payment of its lawful debts and satisfaction of applicable legal obligations shall be transferred or assigned only to a corporation or other legal entity which is dedicated to charitable or educational purposes and which would then qualify under the provision of Section 501(c)(3) of the Code and the regulations thereunder.  

EIGHTH:  The number of directors constituting the Board of Directors of the Corporation will be fixed by the By-Laws of the Corporation.  The number of initial directors is two, and the names and addresses of the persons to serve as the initial directors until the first meeting or until their successors are elected and qualified are: 

Name                                                                           Address

J. Kim Wright                                                   250 Northwest Cornelius Pass Road

                                                                        Hillsboro, OR 97124

 Carolyn E. Hansen                                           181 Quannacut Road

                                                                        Pine Bush, NY 12566

NINTH:  A director of the Corporation will not be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a director, except for liability

(i)                 for any breach of the director's duty of loyalty to the Corporation,

(ii)                for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or

(iii)              for any transaction from which the director derived any improper personal benefit. 

If the Delaware General Corporation Law is amended after the effective date of this article to authorize corporate action 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 Delaware General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification. 

TENTH:  The address of the Corporation's initial registered office in the State of Delaware is Green, Green, Godowsky & McFadden, Suite 200, 4 East 8^th Street, Wilmington, Delaware 19801.  The name of its registered agent at such address is Rory Colton Godowsky.

 ELEVENTH:  The name and address of the incorporator is: 

Name                                                                           Address

 Carolyn E. Hansen                                                 181 Quannacut                                                                                                         Pine Bush, NY 12566

Dated:                                                              _______________________________

                                                                        Carolyn E. Hansen                                                                                                                                 Incorporator 

RL Articles of Inc/a:8/18/01

Revised 9/04/01