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[ATTACHMENT TO SECRETARY OF STATE FILING]

ARTICLES OF INCORPORATION
OF
COLORADO JUDICIARY PROJECT

ARTICLE I
NAME

The name of the nonprofit corporation is the Colorado Judiciary Project (the
"Corporation").

ARTICLE II
PURPOSES AND POWERS

2.1 Purposes. The Corporation is operated exclusively for the promotion of social
welfare within the meaning of Section 501(c)(4) of the Internal Revenue Code of 1986, as it is
now in force or may afterwards be amended (the "Code"). The purposes include but are not
limited to: determining the public sensitivity to and concerns about the increased politicization of
the judicial selection and retention process; developing educational programming for the legal
profession, as well as for nonprofit groups and primary, secondary, and post-secondary
educational institutions, about the importance of a judiciary that is independent from partisan
politics; providing to the media localized information and studies from other states to encourage
more knowledge-based coverage of this issue; and building partnerships with non-attorney
organizations to nurture public awareness about this issue.

2.2 Powers. In furtherance of the foregoing purposes (but not otherwise) and subject
to the restrictions set forth in Section 2.3, the Corporation may do everything necessary or
convenient for the accomplishment of any of its corporate purposes, either alone or in connection
with other organizations, entities or individuals, either as principal or agent, and the Corporation
shall have and may exercise all of the powers now or hereafter conferred upon nonprofit
corporations organized under the laws of Colorado, including, but not limited to, the following:

(a) To receive and administer funds for the Corporation's social welfare
purposes, and to that end, to take and hold, by bequest, devise, gift, purchase, or lease, either
absolutely or in trust for such objects and purposes or any of them, any property, real, personal or
mixed, without limitation as to amount of value, except such limitations, if any, as may be
imposed by law;

(b) To sell, convey, and dispose of any such property and to invest and
reinvest the principal thereof, and to deal with and expend the income therefrom for any of the
before-mentioned purposes, without limitation, except such limitations, if any, as may be
contained in the instrument under which such property is received;

(c) To receive any property, real, personal or mixed, in trust, under the terms
of any will, deed of trust, or other trust instrument for the foregoing purposes or any of them, and

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in administering the same to carry out the directions, and exercise the powers contained in the
trust instrument under which the property is received, including the expenditure of the principal
as well as the income, for one or more of such purposes, if authorized or directed in the trust
instrument under which it is received, but no gift, bequest or devise of any such property shall be
received and accepted if it be conditioned or limited in such manner as shall, in the opinion of
the Board of Directors, jeopardize the federal income tax exemption of the Corporation;

(d) To receive, take title to, hold, and use the proceeds and income of stocks,
bonds, obligations, or other securities of any corporation or corporations, domestic or foreign,
but only for the foregoing purposes, or some of them; and

(e) To, in general, exercise any, all and every power for which a nonprofit
corporation organized under the applicable provisions of the Colorado law for public welfare
purposes can be authorized to exercise, but only to the extent the exercise of such powers is in
furtherance of the Corporation's exempt purposes.

2.3 Restrictions on Powers.

(a) Under no circumstances shall the Corporation exercise its powers in a way
that is not in furtherance of the Corporation's exempt purposes.

(b) No part of the net earnings of the Corporation shall inure to the benefit of
or be distributable to any Director or Officer of the Corporation or to any other individual
(except that reasonable compensation may be paid for services rendered to or for the benefit of
the Corporation affecting one or more of its purposes), and no Director or Officer of the
Corporation or any other individual shall be entitled to share in any distribution of any of the
corporate assets upon the dissolution of the Corporation or otherwise.

(c) The Corporation shall not carry on any activities not permitted to be
carried on by a corporation exempt from federal income tax as an organization described in
Section 501(c)(4) of the Code.

ARTICLE III
DISSOLUTION

3.1 Dissolution. The Corporation may be dissolved by a vote of two-thirds of the


Directors. In the event of such dissolution, all funds contained in the Corporation's depositories
shall be disbursed at the direction of the Board of Directors. Such disbursement shall be made
only after paying or making provisions for the payment of any liabilities of the Corporation.
Disbursement of excess funds and assets shall be in accordance with the Fair Campaign Practices
Act to a non-profit entity with similar purposes as the Corporation, or to such organizations that
meet the criteria of Section 501(c)(3) of the Internal Revenue Code of 1954 (or the
corresponding provision of any future United States Internal Revenue Law), as the Board of
Directors shall determine.

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ARTICLE IV
NO MEMBERS

The Corporation shall not have members.

ARTICLE V
BOARD OF DIRECTORS

5.1 General. The management and affairs of the Corporation shall be vested in its
Board of Directors, except as otherwise provided in the Colorado Revised Nonprofit Corporation
Act, these Articles of Incorporation or the Bylaws of the Corporation. The number of Directors,
their classifications, their terms of office and the manner of their selection shall be as provided in
the Bylaws of the Corporation.

5.2 No Liability of Directors. No Director shall be personally liable to the


Corporation for monetary damages for breach of fiduciary duty as a Director, except that the
foregoing shall not eliminate or limit liability of a Director to the Corporation for monetary
damages for the following: (a) any breach of the Director's duty of loyalty to the Corporation,
(b) acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) acts specified in C.R.S. Section 7-128-403, as it now exists or hereafter may
be amended, or (d) any transaction from which the Director directly or indirectly derived an
improper personal benefit. If the Colorado Revised Nonprofit Corporation Act hereafter is
amended to authorize the further elimination or limitation of the liability of Directors, then the
liability of a Director of the Corporation, in addition to the limitation on personal liability
provided herein, shall be further eliminated or limited to the fullest extent permitted by the
Colorado Revised Nonprofit Corporation Act. Any repeal or modification of this Section 5.2
shall be prospective only and shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.

5.3 Initial Board. Two Directors shall constitute the initial Board of Directors. The
Directors' names and addresses are as follows:

Name Address

David S. Kaplan 150 East Tenth Avenue


Denver, Colorado 80203-2740

James L. Kurtz-Phelan 370 17th Street, Suite 4800


Denver, Colorado 80202

ARTICLE VI
BYLAWS

The Corporation may, by its Bylaws, make any other provisions or requirements for the
arrangement or conduct of the business of the Corporation, provided the same is not inconsistent

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with these Articles of Incorporation nor contrary to the laws of the State of Colorado or of the
United States.

ARTICLE VII
AMENDMENTS

These Articles of Incorporation may be altered, amended or repealed and new Articles of
Incorporation may be adopted only by a majority of the Directors present at any meeting of the
Board of Directors at which a quorum is present.

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