Arizona Rail Passenger AssociationOrganizationOrganizationBylawsMission and Goals

ARTICLES OF INCORPORATION
OF
A R P A, INC.

The undersigned, as Incorporators, have this date voluntarily associated themselves together for the purpose of forming a private non-profit membership corporation under and by virtue of the laws of the state of Arizona, and do hereby adopt the following Articles of Incorporation:

1. Name.

The name of the corporation is A R P A, INC.

2. Duration.

The corporation shall exist perpetually.

3. Purposes.

The corporation is not organized for the purpose of gaining pecuniary profit. No part of the income or profit or net earnings of the corporation, if any, shall inure to the benefit of any member, director or officer nor any other person or entity other than one authorized pursuant to Section 503 (c) of the Internal Revenue Code. Without limiting the generality of the foregoing, to the extent authorized by its Board of Directors, and in accordance with the provisions of the Declaration, the corporation shall be empowered:

  1. To work for improved rail transportation, principally rail passenger service, including, but not limited to lobbying and organization of political support at the federal, state and municipal levels of governments.
  2. To accept such properties, improvements, rights, and interests as may be conveyed, leased, assigned, or transferred to the corporation;
  3. To borrow money, and to issue notes, bonds, and other evidences of Indebtedness in furtherance of any or all of the objects and purposes of the corporation, and to secure the same by mortgage, trust deed, pledge or other lien on or security interest in property of the corporation.
  4. To enter into, perform, and carry out leases and contracts of any kind necessary to or in connection with or incidental to the accomplishment of any one or more of the objects and purposes of the corporation.
  5. To make refunds of excess payments from members, as may be provided in the Bylaws.
  6. To lend or invest its working capital and reserves with or without security.
  7. To act as surety or guarantor, agent, trustee, or in any other capacity when appropriate to the fulfillment and furtherance of its objects and purposes.
  8. To procure all types and kinds of insurance as shall be deemed to be in the best interest of the corporation.
  9. In general, to do and perform such acts and things, and to transact such business in connection with the foregoing objects and purposes as may be necessary and required.

4. Character of Affairs.

The character of affairs which the corporation initially intends to conduct in Arizona is to:promote and advance the interest of its members in improved rail transportation facilities and services.

5. Membership; Classes of Members; Voting Rights.

The members of the corporation shall be the persons who subscribe as set forth in the Bylaws. Other than its members, the corporation shall have no shareholders and no capital stock shall be authorized or issued. The voting rights of the members shall be provided in the Bylaws.

6. Statutory Agent.

Thomas G. Luikens, MUELLER & LUIKENS, 2035 North Central, Suite 206, Phoenix, Arizona 85004, is hereby appointed the initial statutory agent of this corporation for the state of Arizona.

7. Board of Directors and Officers.

The business, property and affairs of the corporation shall be managed, controlled and conducted by a Board of Directors. The number of directors, who shall serve without compensation, shall be not less than 3 nor more than 7, as shall be specified in the Bylaws'. The initial Board of Directors shall consist of 3 directors. Each director (other than the initial Board of directors) shall be a member or spouse of a member, or if a member is a corporation, partnership or trust, a director may be an officer, partner or beneficiary of such member. If a director shall cease to meet such qualifications during his term, he will thereupon cease to be a director and his place on the Board shall be deemed vacant. A director shall serve until the next annual meeting of the corporation or until he resigns or is removed and his successor is elected and qualified. The following individuals are designated to serve as directors until their successors are elected and qualified, as provided in the Bylaws.

NAME                      ADDRESS
GEORGE R. LOULAN          928 East Cavalier Drive
                          Phoenix, Arizona 85014

JAY MYERS                 1432 West Emerald Avenue
                          Apartment 680
                          Mesa, Arizona 85208

THOMAS G. LUIKENS         2035 North Central
                          Suite 206
                          Phoenix, Arizona 85004.

The Board of Directors shall have the power to adopt Bylaws and to change or amend the Bylaws as it may from time to time deem appropriate. The bylaws shall prescribe, among other things, the date of the annual meeting of the members of the corporation. The principal officers of the Corporation shall be a President, a Secretary, a Treasurer, and such other officers as shall be elected by the Board of Directors.

8. Incorporators.

The names and addresses of the Incorporators are:

NAME                      ADDRESS
THOMAS G. LUIKENS         2035 North Central
                          Suite 206
                          Phoenix, Arizona 85004

ANN J. RANGE              2035 North Central
                          Suite 206
                          Phoenix, Arizona 85004

and whose duties shall cease upon the filing of these Articles.

9. Private Property.

The members, directors and officers of this corporation shall not be individually or personally liable for the debts or other liabilities of this corporation, and the private property of the members, directors and officers of this corporation shall be forever exempt from corporate debts or liabilities of any kind whatsoever.

10. Interdealing.

No transaction, contract or act of this corporation shall be either void or voidable or in any other way affected or invalidated by reason of the fact that any officer, director, or member of this corporation, or any other corporation or other entity of which he may be an officer, director, member or shareholder, is in any way interested in such transaction, contract or act, provided the interest of such officer, director or member is disclosed to or known by the members of the Board of Directors of this corporation or such directors as shall be present at any meeting at which action is taken upon any such transaction, contract or act.

Nor shall any such officer, director or member be accountable or otherwise responsible to this corporation for, or in connection with, any such action, contract or transaction, or for any gains or profits realized by him by reason of the fact that he, or any other corporation or other entity of which he is an officer, director, member or shareholder, is interested in any such transaction, contract or act. Any such officer, director or member, if he is a director, after making full disclosure of his interest, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this corporation which shall authorize or take action upon any such transaction, contract or act, and he may vote at any such meeting to authorize, adopt, ratify or approve any such transaction, contract or act, to the same extent as if he, or any other corporation or other entity of which he is an officer, director, member or shareholder, were not interested in such transaction, contract or act.

11. Idemnification.

This corporation shall indemnify any and all of its directors and officers, and former directors and officers, against expenses incurred by them, including legal fees, or judgments or penalties, rendered or levied against any such person or entity in a legal action brought against any such person or entity for acts or omissions alleged to have been committed by any such person or entity while acting within the scope of his or its authority as a director or officer of this corporation, or exercising the powers of the Board of Directors, provided that the Board of Directors shall determine in good faith that such person or entity did not act, fail to act, or refuse to act with gross negligence or with wrongful, fraudulent or criminal intent in regard to the matter involved in the action.

12. Amendments.

These Articles of Incorporation may be amended only by a method established in the Bylaws.

In witness whereof, we, the undersigned have hereunto set our hands this 31st day of December, 1984.

THOMAS G. LUIKENS
ANN J. RANGE