Amended Articles Of Incorporation

OF

ASSOCIATION OF VOLUNTEER EMERGENCY RESPONSE TEAMS

Article I.
NAME

The name of this corporation is Association of Volunteer Emergency Response Teams, Inc.,

and

AVERT.

Article II
DURATION

The period of duration of this corporation is perpetual.

Article III
PURPOSE

The Corporation is organized to act and operate exclusively as a nonprofit corporation pursuant to the laws of the State of Utah and the Internal Revenue Code section 501(c)(3). Additionally, the Corporation is organized to assist governments, municipalities and businesses to: develop, support, and direct Community Emergency Response Team training programs to ensure continuity and to enable citizens to respond effectively to disasters and other extraordinary events. The business of the Corporation shall not be conducted for pecuniary gain or profit to the members thereof. Primary intent of the Corporation shall be as follows:

1. To engage in any and all activities and pursuits, and to support or assist such other organizations, as may be reasonably related to the forgoing and following purposes.

(a) To act and operate exclusively as a nonprofit corporation pursuant to the laws of the State of Utah and the United States, and act as a charitable organization in lessening the burden to the public services and enhancing and augmenting any Community Emergency Response Team training programs currently operating.

(b) To solicit and receive contributions, purchase, own and sell real and personal property, to make contracts, to invest corporate funds, to spend corporate funds for corporate purposes, and to engage in any activity "in furtherance of, incidental to, or connected with any of the other purposes".

(c) To solicit in-kind, as well as financial donations of disaster preparedness and extraordinary events equipment and the delivery of such equipment together with the necessary assistance to organized and functional community emergency response teams for education, training and use of equipment "in furtherance of, incidental to, or connected with any of the other purposes".

2. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to it's members, trustees, officers, or other persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered to the corporation and to make payments and distributions in furtherance of the purposes set forth herein;

(a) No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office except as authorized under the Internal Revenue Code of 1954 as amended;

(b) The corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under 501(c)(3) of the Internal Revenue Code of 1954, as amended (or the corresponding provision of any future United States Internal Revenue law).

(c) The Corporation shall give notification to the membership and the public ten (10) days prior to any vote by the Board of Trustees on changing the Articles of Incorporation and Bylaws.

(d) The Utah State Department of Commerce and the U. S. Internal Revenue Service or their agents may audit the books of the Corporation at any time and the Corporation will provide an annual financial report and copies of annual tax filing and annual reports filed with the Lieutenant Governor's office to the general public in accordance with the Government Records And Management Act as adopted by the Board of Trustees.

(e) The Corporation shall provide the public and regulatory governmental representatives with an annual plan for the anticipated use of donated funds received during the previous year(s). The plan shall contain a statement of estimated cost of Corporate resources used to collect donated services, materials, and funds. The plan shall be submitted on or before the first day of May each Year.

(f) The Corporation shall, when possible, enter into contracts between the corporation and the private or public sectors to help define the relationship of donated employee(s) support services and to meet all other purposes of the corporation as stated herein.

3. The above-stated purposes shall not be construed as a limitation upon the activities of this Corporation and it shall be entitled to pursue any other purposes cited in or provided for under the statutes of the State of Utah provided that it shall exercise only such powers as are in furtherance of the aforesaid educational and preparedness purposes and in compliance with applicable Internal Revenue Code Provisions.

4. To do all other lawful acts necessary or convenient to accomplish the purposes set forth herein.

5. To have all powers that may be conferred upon a non-profit corporation pursuant to the Utah Non-Profit Corporation and Cooperative Association Act as it may be amended from time to time.

Article IV
MEMBERSHIP

The Corporation shall have members as established by the Board of Trustees with the establishment of general requirements to be provided for in the By Laws of the Corporation. It will be established to have member status, voting rights, and associate member status with representation through the voting member of the Board of Trustees.

Article V
BY-LAWS

Provisions for the overall regulation of the internal affairs or the corporation shall be set forth in the By-Laws, to be known as Association of Volunteer Emergency Response Teams, Inc., AVERT Bylaws.

Article VI
SHARES OF STOCK

Shares of stock evidencing membership in the Corporation shall not be issued nor required.

Article VII
VOTING RIGHTS

Each Board Member in good standing shall have the authority to cast one vote in elections and other such business of the corporation and at special meetings of members at large called from time to time by the Board of Trustees. Board Membership status will be granted as outlined in the Bylaws of the Corporation. Associate or General member status may be granted to any business, governmental entity or individual with interests and goals which contribute to furthering those of the Corporation. Honorary Membership status, without voting capabilities, may be granted by the Board of Trustees.

Article VIII
ANNUAL MEETING

An annual meeting of the members of the Corporation shall be held at a time and place to be determined by the Board of Trustees as set forth in the By-Laws.

Article IX
BOARD OF TRUSTEES

The number of trustees of this corporation shall be three (3), or more than three, to a maximum of twelve (12), as fixed from time to time by the By-Laws of the Corporation.

A majority of the members of the Board of Trustees shall constitute a quorum for the transaction of business including the filling of vacancies on the Board of Trustees at any regular or special meeting of the Board of Trustees.

The Trustees shall be elected by the remaining members of the Board of Trustees. The term in office of the Trustee of the Board of Trustees shall be as provided in the By-Laws of the Corporation or until their successors have been elected and qualified.

The current number of Trustees constituting the AVERT Board of Trustees of the Corporation is nine, and the names and street addresses of the persons who are to serve as Trustees until their successors are elected and shall qualify are:

Board of Trustees (addresses omitted)
D. Chris Springer Chesley J. Barnes, Sr.
Rita Wolfgram Verl D. Jensen
Larry A. Hiller Robert M. Fowler
Kenneth B. Moravec Nancy M. Sanchez
Troy Walker *
 * *

Article X
INCORPORATORS

The names and addresses of the incorporators are:

Incorporators (addresses omitted)
J. Chris Cage Rick W. Hanley

Article XI
REGISTERED OFFICE AND AGENT

The address of the corporation's initial registered office shall be:

Post Office Box 27222
Salt Lake City, Utah 84127-0222

Such office may be changed at any time by the Board of Trustees without amendment of these Articles of Incorporation.

The corporations current registered agent at such address shall be:

D. Chris Springer.

I hereby acknowledge and accept appointment as corporate registered agent:

D. Chris Springer

Signature:

Article XII
PRINCIPAL PLACE OF BUSINESS

The principal place of business of this Corporation shall be P. O. Box 27222, Salt Lake City, Utah 84127-0222. The business of this Corporation may be conducted in all counties of the State of Utah and in all states of the United States, and in the territories thereof, and in all foreign countries as the Board of Trustees shall determine.

Article XIII
EARNINGS

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in the furtherance of the purposes set forth in Article III hereof. No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Not withstanding any other provision of these Articles of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on:(a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended or supplemented, or

(b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, as amended or supplemented; or

(c) by a corporation exempt from taxation pursuant to section 59-13-4(4), Utah Code Annotated.

The Corporation may by agreement receive funds from any individual, group, organization, or agency, whether public or private in furtherance of and consistent with the above-stated purposes.

Article XIV
NON-LIABILITY

No Trustee of the corporation shall have personal liability to the Corporation for monetary damages for breach of fiduciary duty as a Trustee, except for;

(i) breach of Trustee's duty of loyalty to the Corporation;

(ii) acts of omission not in good faith or which involve intentional misconduct for a known violation of the law;

(iii) consenting to or participating in the making of a loan by the Corporation to an officer or Trustee of the Corporation; or

(iv) any transaction from which the Trustee derives an improper personal benefit.

Nothing contained herein is to be construed to deprive any Trustee of any available right to a defense ordinarily available to a Trustee, nor will anything herein be construed to deprive any Trustee of any right otherwise available for contribution from any other director or other person.

The Corporation shall indemnify, to the maximum extent permitted by law, any person who is or was a director, officer, Trustee, agent, fiduciary or employee of the Corporation against any claim, liability or expense arising against or incurred by such person if such person is made party to a proceeding because such person is or was serving another entity as officer, director, partner, trustee, employee, fiduciary or agent in the employ of the Corporation. The Corporation shall have the authority to the maximum extent permitted by law to purchase and maintain insurance providing such indemnification.

Article XV
DISSOLUTION

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, as amended or supplemented, or shall be distributed to the federal government or inure to the benefit of the State of Utah or a department, division or political subdivision thereof or to a successor corporation for the purpose and benefit for which it was created. Any such assets not disposed of by the district court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

In Witness Whereof, D. Chris Springer, Chesley J. Barnes, Sr., Larry A. Hiller, Robert M. Fowler, Nancy M. Sanchez, Rita Wolfgram, Verl D. Jensen, Kenneth B. Moravec, and Troy Walker have adopted these Amended Articles of Incorporation in duplicate this 13th day of October, 1999, and say:

That they are all Trustees herein; that they have read the above and forgoing Amended Articles of Incorporation; know the contents thereof and that the same is true to the best of their knowledge and belief, excepting as to matters herein alleged upon information and belief and as to those matters they believe to be true.

Signatures
Nancy M. Sanchez Rita Wolfgram
D. Chris Springer Chesley J. Barnes, Sr.
Troy Walker Verl D. Jensen
Larry A. Hiller Robert M. Fowler
Kenneth B. Moravec *
* *