Articles of Incorporation.

• Position: ANNUAL MEETING

Articles of Incorporation of California Society of Certified Public Accountants

ARTICLES OF INCORPORATION of CALIFORNIA SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS

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KNOW ABOVE BY THESE PRECEPTS:

That we, the undersigned, a majority of whom are citizens and residents of the State of California, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of California.

AND WE HEREBY CERTIFY: First: That the name of said corporation shall be CALIFORNIA SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS. Second: That the purpose for which it is formed are: To advance the science of accountancy; to encourage the maintenance of high professional standards for the Certified Public Accountant; to cultivate cordial relationships among practicing accountants; to promote a better lay understanding of the services rendered by Certified Public Accountants; and to act in a representative capacity for the profession. Third: The county in which the principal office for the transaction of business of the corporation is located in the City of Palo Alto, County of Santa Clara, State of California.

Fourth: That the term for which said corporation is to exist shall be perpetual.

Fifth: That the number of directors or trustees of said corporation shall not exceed eleven and that the name and residences of the directors or trustees, who are appointed for the first year, and to serve until the election and qualification of such officers, are as follows, to wit:

NAMES WHOSE RESIDENCE IS AT George R. Webster San Francisco George T. Klink San Francisco Stanley Pedder Berkeley Jno. F. Forbes San Francisco The number of directors and trustees may be changed by a by law, the authority for which hereby expressly conferred.

Sixth: There shall be no capital stock.

Seventh: This corporation is formed subject to all the rights and privileges accorded under Title XII, Part IV, Division I, of the Civil Code. [end strikethrough]

Restated Articles of Incorporation of California Society of Certified Public Accountants

The undersigned certify that:

1. They are the chairman of the board and the treasurer, respectively, of California Society of Certified Public Accountants, a California corporation.

2. The Articles of Incorporation of this corporation are amended and restated to read as follows:

   Article First: The name of this corporation is California Society of Certified Public Accountants.

   Article Second: This...