I. NAME

The name of the corporation is Almaden Cycle Touring Club, Inc.

II. PURPOSES

This corporation is a nonprofit mutual benefit corporation organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to promote the use of the bicycle for health, recreation, and commuting and to provide the cycling community with cycling information on bicycle maintenance, safety, and touring.

III. INITIAL AGENT FOR SERVICE OF PROCESS

The name and address in the State of California of the corporation's initial agent for service is: RONALD WESTPHAL, Attorney at Law, 1245 s Winchester, Suite 216,San Jose, California 95128. RODERIC F. ANNABLE, Attorney at Law, 1625 The Alameda, Suite 700, San Jose, California 95126-2293.

IV. NAME OF EXISTING ASSOCIATION

The name of the unincorporated association which is being incorporated is Almaden Cycle Touring Club.

V. INCORPORATION OF ASSOCIATION

The unincorporated association whose name is set forth in Article IV of these articles of incorporation is being incorporated by the filing of these articles.

VI. DEDICATION AND DISSOLUTION

(a) The property of this corporation is irrevocably dedicated to non-profit purposes and no part of the net income or assets of this organization shall ever inure to the benefit of any director, officer, or member thereof, or to the benefit of any private persons.

(b) 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 the Bicyclist Educational and Legal Foundation providing that said foundation is at the time of dissolution thereunder a tax-exempt entity under Internal Revenue Code Section 501(c) (3). In the event the Bicyclist Educational and Legal Foundation is not a tax-exempt entity upon dissolution of this corporation, then any remaining assets of this corporation shall be distributed to a non-profit fund, foundation, or corporation which is organized and operated for the advancement of bicycling and which is established as a tax-exempt entity under Internal Revenue Code Section 501(c) (3). The specific non-profit fund, foundation or corporation shall be determined by a majority of the Board of Directors.

IN WITNESS WHEREOF, the undersigned, being the incorporators of Almaden Cycle Touring Club, Inc. have executed these Articles of Incorporation on March, 1984.

INCORPORATORS

__________________________________ Incorporator

__________________________________ Incorporator

__________________________________ Incorporator

__________________________________ Incorporator

__________________________________ Incorporator

__________________________________ Incorporator

__________________________________ Incorporator

__________________________________ Incorporator

__________________________________ Incorporator

__________________________________ Incorporator