The undersigned, for the purpose of forming a corporation pursuant to the provisions of the Minnesota Nonprofit Corporation Act, Minnesota Statutes, Chapter 317A, and all future laws amendatory thereof and supplementary thereto, adopt the following Articles of Incorporation:

This corporation is organized and shall be operated exclusively for charitable purposes, all as contemplated and permitted by Sections 170(c)(2) and 501(c)(3) of the Internal Revenue Code of 1986, as amended. Within the framework and limitations of the foregoing, this corporation is organized and shall be operated exclusively to engage in, advance, support, promote, grant scholarships, educate and administer charitable activities, causes, and projects of every kind and nature in order to further the education and performance opportunities of area instrumental musicians, and to provide classical instrumental music performances to residents of the community, whatsoever in its own behalf or as the agent, trustee, or representative of others and, but only if and to the extent consistent with the foregoing purposes, to aid, assist, and contribute to the support of corporations, associations, trusts, foundations, scholarships, and institutions: (1) that are organized and operated exclusively for one or more purposes described in Sections 170(c)(2) and 501(c)(3) of the Internal Revenue Code of 1986, as amended; (2) that are described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; and (3) that are exempt from federal income taxes under Section 501(a) of the Internal Revenue Code of 1986, as amended.

For such purposes, and not otherwise, this corporation shall have and exercise only such powers as are required by and are consistent with the foregoing purposes, including the power to acquire and receive funds and property of every kind and nature whatsoever, whether by purchase, conveyance, lease, gift, grant, bequest, legacy, devise, or otherwise and whether in trust or otherwise, and to own, hold, expend, make gifts, grants, and contributions of, and to convey, transfer and dispose of any funds and property and the income therefrom in furtherance of the purposes of this corporation hereinabove set forth, or any of them, and to lease, mortgage, encumber, and use the same, and such other powers that are consistent with the foregoing purposes and that are afforded to this corporation by the Minnesota Nonprofit Corporation Act and by any future laws amendatory thereof and supplementary thereto. Provided, however, that all such powers of this corporation shall be exercised only so that the activities of this corporation shall be exclusively within the contemplation of Sections 170(c)(2) and 501(c)(3) of the Internal Revenue Code of 1986, as amended, and provided finally, however, that this corporation shall not carry on any activity not permitted to be carried on by a corporation that is exempt from federal income taxes under Section 501(a) of the Internal Revenue Code of 1986, as amended, as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or by a corporation that is described in, and contributions to which are deductible for federal income tax purposes under, Section 170(c)(2) of the Internal Revenue Code of 1986, as amended.

All references in these Articles of Incorporation to a particular section of the Internal Revenue Code of 1986, as amended, shall mean and include, as now enacted or as hereafter amended, such section and any provision of federal law as is or may hereafter be applicable, cognate to such section.

ARTICLE III.

This corporation shall not, incidentally or otherwise, afford or pay any pecuniary gain, dividends, or other pecuniary remuneration to its members as such, and no part of the net income or net earnings of this corporation shall, directly or indirectly, be distributable to or otherwise inure to the benefit of any member or individual. No part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of, or in opposition to, any candidate for public office. This corporation shall not lend any of its assets to any officer, director, or member of this corporation or guarantee to any person the payment of a loan by any officer, director, or member of this corporation.

ARTICLE IV.

The period of duration of corporate existence of this corporation shall be perpetual.

ARTICLE V.

The registered office of this corporation shall be located at 1410 Teal Court, City of Buffalo, County of Wright, State of Minnesota 55313.

ARTICLE VI.

The name and address of the incorporator, who is a natural person of full age, is:

Name Address

Jolyn Halvorson 1410 Teal Court

Buffalo MN 55313

ARTICLE VII.

The management and direction of the business and affairs of this corporation shall be vested in a Board of Directors. The number, qualifications, term of office, method of election, powers, authority, and duties of the directors of this corporation, the time and place of their meetings, and such other provisions with respect to them as are not inconsistent with the express provisions of these Articles of Incorporation shall be as specified in the By Laws of the corporation.

The names and addresses of the officers of the Board of Directors of this corporation are:

Name Address

Jolyn Halvorson 1410 Teal Court, Buffalo, MN 55313

Gretchen Katzenberger 513 - 11^th Street NW, Buffalo, MN 55313

Larry Marquette 457 Dempsey Avenue NW, Buffalo MN 55313

The term of office of each such member of the first Board of Directors shall be until the annual meeting in September, or until such director's successor shall have been elected or otherwise shall qualify.

The members of the Board of Directors of this corporation shall be the only members of this corporation. Each member of the Board of Directors of this corporation automatically shall become and be a member of this corporation concurrently with his or her becoming a member of such Board of Directors, shall continue to be a member of this corporation for so long as he or she is a member of such Board of Directors, and automatically shall cease to be a member of this corporation concurrently with his or her ceasing to be a member of the Board of Directors of this corporation. Members of the Board of Directors shall have voting rights only as directors and shall have no voting rights as members.

ARTICLE VIII.

The officers, directors, and members of this corporation shall not be personally liable to any extent whatsoever for any debts or obligations of this corporation.

ARTICLE IX.

This corporation shall have no capital stock, either authorized or issued.

ARTICLE X.

This corporation may be dissolved in accordance with the laws of the State of Minnesota. Upon dissolution of this corporation, and after the payment of all liabilities and obligations of this corporation and all costs and expenses incurred by this corporation in connection with such dissolution, and subject always to the further provisions of this Article X, any remaining assets shall be distributed to and among such one or more corporations, associations, trusts, foundations, and institutions that are then in existence, that are organized and operated exclusively for one or more purposes described in Sections 170(c)(2) and 501(c)(3) of the Internal Revenue Code of 1986, as amended, that are described in Section 501(c)(3) and in Section 509(a)(1), (2), or (3) of the Internal Revenue Code of 1986, as amended, and that are exempt from federal income taxes under Section 501(a) of the Internal Revenue Code of 1986, as amended, all in such proportions as shall be determined: (1) by the Board of Directors of this corporation if the dissolution of this corporation is not required by the laws of the State of Minnesota then in existence to be conducted under court supervision, or (2) by a court of competent jurisdiction if the dissolution of this corporation is required by the laws of the State of Minnesota then in existence to be conducted under court supervision. Notwithstanding anything apparently or expressly to the contrary hereinabove contained in this Article X, if any assets are then held by this corporation in trust or upon condition or subject to any executory or special limitation and if the condition or limitation occurs by reason of the dissolution of this corporation, such assets shall revert or be returned, transferred, or conveyed in accordance with the terms and provisions of such trust, condition, or limitation.

IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of ____________, 2003.

________________________________

Jolyn Halvorson, President



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