††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† OF


Spectrum Academy




That we, the undersigned, having associated ourselves for the purpose of forming a nonprofit corporation under and pursuant to the laws of the State of Arizona and for that purpose do hereby adopt these Articles of Incorporation.


††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ARTICLE I


NAME:The name of the corporation shall be:


††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† Spectrum Academy


††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ARTICLE II


PURPOSE:This corporation is organized exclusively for educational and charitable purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code ("I.R.C."), or corresponding section of any future federal tax code; and, so long as they are consistent with I.R.C. section 501(c)(3), it may conduct all lawful activities for which nonprofit corporations may be incorporated under the laws of the State of Arizona, as they may be amended from time to time.


††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ARTICLE III


INITIAL ACTIVITY:†† To establish ongoing education and resident programs that address the changing personal and developmental needs of youths with a specific orientation towards establishing effective solutions to prepare the way for successful community awareness and participation.

††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ARTICLE IV


CORPORATE POWERS:†† The Corporation shall have the power to do any and all acts and things necessary or useful to its purposes, and shall have the general, specific and incidental powers and privileges granted to it by statute.


††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ARTICLE V


BYLAWS:Additional provisions for the regulation of the internal activities of the Corporation shall be determined through the Corporation's Bylaws.


††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ARTICLE VI


This shall be a "non-membership" corporation that shall have a perpetual existence.


††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ARTICLE VII


PRINCIPAL OFFICE:†† The principal (registered) office of this corporation is to be located at 925 S. Sailfish Dr., in the City of Gilbert, County of Maricopa, State of Arizona.


††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ARTICLE VIII


INCORPORATORS: The incorporators are:


Bruce L. Benefiel & Robin J. Engel,†††††††††† 925 S. Sailfish Dr., Gilbert, Arizona 85233


††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ARTICLE IX


BOARD OF DIRECTORS: The Board of Directors shall conduct the business and affairs of the corporation and shall have power to do any and all acts and things necessary or useful to its purposes as the governing body of the Corporation as granted through the general, specific and incidental powers and privileges enunciated by statute and as further specified and defined in the Corporation's Bylaws.


BOARD OF DIRECTORS:There shall be no less than three (3) and no more than nine (_9_) Directors or such larger number as may later be presented in the Bylaws.The names and addresses of the three (3) persons who are to serve as Directors until the first annual meeting of Directors or until their successors are elected and qualified are:


1.†††††††† Bruce L. Benefiel -††††††††††††††††††††††††††† 925 S. Sailfish Dr., Gilbert, Az. 85233


2.†††††††† Robin J. Engel -†††††††††††††††††††††††††††††††† 925 S. Sailfish Dr., Gilbert, Az. 85233


3.†††††††† Open


††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ARTICLE X


CORPORATE EARNINGS: No part of the net earning of the corporation shall inure to the benefit of, or be distributable to its members, directors, 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 furtherance of the purposes set forth in Articles IV & V.


No substantial part of the activities of the corporation shall be the 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.


Notwithstanding any other provision of these Articles, 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 1954, (or the corresponding provision of any future United States Internal Revenue Law) or:(b) by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954, (or the corresponding provisions of any future United States Internal Revenue Laws).


††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ARTICLE XI


DISSOLUTION:†† Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation dispose of all of its assets exclusively for the purposes of the corporation in such manner, or to such organizations organized and operated exclusively for charitable, educational, religious or scientific purpose as shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Laws) as the Board of Directors shall determine.


Any such assets not disposed of shall be disposed of by the Superior Court of the County in which the principal office of the corporation is then located, exclusively for such purpose or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose.


††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ARTICLE XII


LIABILITY OF OFFICERS AND DIRECTORS:To the fullest extent provided by law, no Director or Officer of the Corporation shall be personally liable for corporate debts, except as provided or referred to in A.R.S. Sec. 10-2342 or as set forth in items "(1)" through "(4)" below.


No Director or Officer shall be personally liable to the corporation for monetary damages for breach of fiduciary duty as a Director; provided, however, that this Article shall not be construed as eliminating or limiting a Director's liability for any of the following acts:(1) breach of duty of loyalty to the corporation, (2) any acts or omissions which are not in good faith or which involve intentional misconduct or a knowing violation of the law,(3) the authorizing of an unlawful payment or distribution out of the corporate assets, (4) any transaction made in the furtherance of the exempt purposes of the corporation which the Director derived an

improper personal benefit, or (5) any act or acts that can be defined under the laws of this State as "Director Conflicts Of Interest."

††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ARTICLE XIII


INDEMNIFICATION:The Corporation shall indemnify any person who in good faith incurs liability or expense by reason of such person being a Director or Officer of the Corporation.This indemnification shall be mandatory in all circumstances in which indemnification is permitted by law. The power of indemnification under the Arizona Revised Statutes shall not be denied or limited by the bylaws.Any persons made a party to any action, suit or proceeding by reason of the fact that she/her, her/his testator or intestate, is or was a Director, officer or employee of this Corporation shall be indemnified by the Corporation against any and all liability and reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with the defense of any such action, suit or proceeding, civil or criminal, or in connection with appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such individual did not act in good faith in what she/he reasonably believed to be the best interest of the Corporation in performance of her/his duties; and, in addition, in criminal actions or proceedings had no reasonable cause to believe that her/his conduct was unlawful.

Such right of indemnification shall not be deemed exclusive of any other right to which such Director, officer or employee may be entitled by law, and shall not be construed as any limitation on the authority of the Board of Directors to advance Corporation funds for such reasonable expenses, including attorney's fees.


††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ARTICLE XIV

PRIVATE PROPERTY:The private property of the Directors and Officers of this Corporation shall be forever exempt from Corporate debts and liabilities.


††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ARTICLE XIV

ANNUAL MEETING:†† The annual meeting is to be held at a place within or without the state as fixed by the Corporation's Bylaws.


††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ARTICLE XVI

STATUTORY AGENT:The name and address of the initial statutory agent of the corporation is:††

††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† Jerome Alan Landau

Suite G-200

††††††††††††††††††††††††††††††††††††††††††††††††††††††† 8655 East Via de Ventura

†††††††††††††††††††††††††††††††††††††††††††††††††††††† Scottsdale, Arizona 85258

tel: 480-346-1101


††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††††† ARTICLE XVII


FISCAL YEAR:The Corporationís fiscal year shall end on June 30th.


DATED this 29 day of March 2004.



Bruce L. Benefiel & Robin J. Engel, Incorporators





I, Jerome Alan Landau, having been designated to act as Statutory Agent, hereby consent to act in that capacity until removed, or resignation is submitted in accordance with the Arizona Revised Statutes.



Jerome Alan Landau