Articles of Incorporation

The primary purpose for establishing a corporate charter is to establish a legal entity with the appropriate authority to conduct business.

ARTICLES OF INCORPORATION OF SHOUT CHURCH INC

KNOW ALL MEN BY THESE PRESENTS:

The undersigned, acting as the incorporators of a nonprofit corporation under applicable provisions of Arizona Revised Statutes, adopt the following Articles of Incorporation for such nonprofit corporation.

FIRST: The name of the corporation is Shout Church Inc. The trade name is ShoutChurch.

SECOND: The corporation is organized exclusively for charitable, religious, educational, and scientific 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, or corresponding section of any future federal tax code. The character of business which the corporation initially intends to conduct is that of a church.

THIRD: The time of commencement of this corporation was the 13th day of March, 2025 and shall continue in perpetual duration.

FOURTH: The corporation has and shall have no capital stock and pecuniary profit is not the object of this corporation, and it shall not pay any dividends or make any distributions of its earnings, income or property to its members and shall not be operated for the financial or pecuniary benefit of any individuals.

FIFTH: No part of the net earnings of the corporation shall inure to the benefit of or be distributed 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 Article Second herein. 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 1986 (or the corresponding provision of an 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 1986 (or the corresponding provision of any future United States Internal Revenue Law).

SIXTH: Upon the dissolution of this corporation, and pursuant to the terms of Paragraph Tenth, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dissolve the corporation in accordance with the instructions set forth in the Church Bylaws.

SEVENTH: The name and address of the Statutory Agent of the corporation is Roy C Butler II, 3323 Pebble Beach Drive, Sierra Vista, AZ 85650. The Address of the place of business of the corporation is 2151 S Hwy 92, Suites 108 and 109, Sierra Vista, AZ 85635

EIGHTH: (a) The Corporation shall indemnify, to the extent permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a Director, Officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(b) To the extent that a Director, Officer, employee, or agent of a Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) and (b) of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees actually and reasonably incurred by him in connection therewith). (c) Any indemnification under paragraph (a) of this section (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraph (a) Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, by independent legal counsel in written opinion, or (3) by the Members. (d) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those benefitted may be entitled under any bylaw, agreement, vote of Members or disinterested Directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

NINTH: The Directors of the Corporation shall have no liability for damages to the Corporation or its Members unless the actions of the Director or Directors were not in good faith, involved intentional misconduct or a knowing violation of law, or are of such a nature and character that the law does not permit a limit on the Director’s liability.

TENTH: Should the Church own or elect to purchase real property, the following covenants, conditions and restrictions shall apply to such real property:

(a) The real property owned by the Church as Grantee shall be used for the benefit of the members of the Church in accordance with the Church Bylaws.

(b) Notwithstanding anything herein to the contrary, these covenants, conditions, and restrictions so stated in this Article TENTH may not be amended or repealed except by unanimous consent of Church having obtained a vote of the members in accordance with the Church Bylaws. (c) The Pastor or Director has the authority to record the covenants, conditions, and restrictions, set forth in Article TENTH, against the legal title of any and all real property owned by the Church, without any further action required by the members of the Church.

ELEVENTH: Except as expressly provided otherwise, these Articles of Incorporation may be amended or repealed by a two-thirds (2/3rds) majority vote from a quorum of members as set forth in the Church Bylaws.

TWELFTH: These Articles of Incorporation shall not be in conflict with or supersede the Church Constitution and Bylaws. Any such conflict occurring in this Article shall be resolved in favor of and in accordance with Church Constitution and Bylaws. DATED: February 24, 2025

SIGNED: Roy C Butler II

Pastor, President / CEO Shout Church Inc