ARTICLES OF INCORPORATION
of
BAY AREA FOOTBAG FOUNDATION, INC.
A California Public Benefit Corporation

ONE: The name of this corporation is Bay Area Footbag Foundation, Inc.

TWO: 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 for charitable purposes. The specific purposes for which this corporation is organized are to educate the general public about the sport of footbag, to teach the skills of footbag, to foster amateur competition, and to encourage participation by the public in the sport.

THREE: The name and address in the State of California of this corporation's initial agent for service of process is Julie Symons, 647 Fallon Avenue, Santa Clara, CA 95050.

FOUR:

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

(b) Notwithstanding 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 Internal Revenue Code or (2) by a corporation contributions to which are deductible under Section 170(c)(2) of the Internal Revenue 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.

FIVE: The names and addresses of the persons appointed to act as the initial Directors of this corporation are:

Julie Symons, jsymons@cup.hp.com

Steven L. Goldberg, brat@apple.com

Brent Welch, brent.welch@eng.sun.com

SIX: The property of this corporation is irrevocably dedicated to educational purposes meeting the requirements of Section 214 of the California Revenue and Taxation Code 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 educational purposes meeting the requirements of Section 214 of the California Revenue and Taxation Code and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code.

These Articles of Incorporation of the Bay Area Footbag Foundation, Inc. were accepted and filed with the State of California, 1994. For more information, contact Steve Goldberg.