Pursuant to the provisions of the Michigan Nonprofit Corporations Act, Act 162, Public Acts of 1982 (the "Act!'), as amended, corporation executes the following articles:

ARTICLE I
The name of the corporation is: Parallel 45 Vines and Wines, Inc.

ARTICLE II

The purposes for which the corporation is organized are: to receive, administer, and expend funds to promote and represent the common business interests of and improve business conditions for persons and entities en-gaged in the vineyard and winery industry located in the Grand Traverse Bay Area of the Northwestern Lower Peninsula of Michigan, primarily through support of research and dissemination of information leading to sound practices with regard to vineyard and winery establishment, operation and marketing, all within the meaning of section 501(c)(6) of the Internal Revenue Code of 1986, or corresponding provisions of any future federal tax code.

ARTICLE III
1. The corporation is organized upon a non stock basis.

2. a. The description and value of its real property assets are: none

b. The description and value of its personal property assets are: cash accounts of approximately $800.00.

c. The corporation is to be financed under the following general plan: membership dues; grants from busi-nesses, individuals, and government entities and fund raising activities.

3. The corporation is organized on a membership basis.

ARTICLE IV
1. The address of the registered office is: 10343 Hilltop Road, Suttons Bay, MI 49682

2. The name of the initial resident agent at the registered office is: Tony Ciccone.

i

ARTICLE V

The names and addresses of the incorporators are as follows:
Name Residence or Business Address
Tony Ciccone 10343 Hilltop Road, SuttonsBay, MI 49682
Erwin Elsner 1102 S. Cass Street, Traverse City, MI 49684
James Thompson 10552 Center Road, Traverse City, MI 49686
Gilbert Uithol 2888 Phelps Road, Traverse City, MI 49686
John A. Scott 1505 S. French Road, Lake Leelanau, MI 49653

ARTICLE VI

No part of the net income of the corporation shall inure to the benefit of or be distributable to its directors, of-ficers, members, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof.

ARTICLE VII

Notwithstanding any other provision of these Articles, the corporation shall not conduct or carry on any activi-ties not permitted to be conducted or carried on by an organization exempt under Section 501(c)(6) ofthe Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

ARTICLE VIII

Upon the dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively for the common business interests of its members or to organizations which are exempt from Federal income tax under Section 501 (c)(6) of the Internal Revenue Code of 1986, or corresponding provi-sions of any subsequent federal tax laws.

ARTICLE IX

1. No member of the Board of Directors of the corporation who is a volunteer director, as that term is defined in the Act, or a volunteer officer shall be personally liable to this corporation for monetary damages for a breach' of the Director's or off~cer's fiduciary duty; provided, however, that this provision shall not eliminate or limit the liability of a Director or officer for any of the following:

a a breach of the Director's or off'cer's duty of loyalty to the corporation,
b. acts or omissions not in good faith or that involve intentional misconduct

c.
d.

e.
f.

or a knowing violation of law;
a violation of section 551(1) of the Act;
a transaction from which the Director or officer derived an improper
personal benefit;
an act or omission occurring before the filing of this amendment to the
articles of incorporation; or
an act or omission that is grossly negligent.

The corporation assumes all liability to any person, other than the corporation, for all acts or omissions of a Di-rector who is a volunteer director, as defined in the Act, or a volunteer officer incurred in the good faith per-formance of the Director's or officer's duties. However, the corporation shall not be considered to have assumed any liability to the extent that such assumption is inconsistent with the status of the corporation as an organiza-tion described in section 501(c)(6) of the Intemal Revenue Code, or the corresponding section of any future fed-eral tax code.

If the Act is amended after the filing of these articles of incorporation to authorize the further elimination or limitation of the liability of directors or officers of nonprofit corporations, then the liability of members of the Board of Directors or officers, in addition to that described in this Article IX, shall be assumed by the corpora-tion or eliminated or limited to the fullest extent permitted by the Act as so amended. Such an elimination, limi-tation, or assumption of liability is not effective to the extent that it is inconsistent with the status of the corpora-tion as an organization described in section 501 (c)(6) of the Internal Revenue Code, or corresponding section of any future federal tax code. No amendment or repeal of this Article IX shall apply to or have any effect on the liability or alleged liability of any member of the Board of Directors or officer of this corporation for or with re-spect to any acts or omissions occurring before the effective date of any such amendment or repeal.

2. The corporation assumes the liability for all acts or omissions of a volunteer if all of the following conditions are met:

a. The volunteer was acting or reasonably believed he or she was acting

within the scope of his or her authority.
The volunteer was acting in good faith.
The volunteer's conduct did not amount to gross negligence or willful and
wanton misconduct.
The volunteer's conduct was not an intentional tort.
The volunteer's conduct was not a tort arising out of the ownership,
maintenance, or use of a motor vehicle for which tort liability may be
imposed as provided in section 3135 of the Insurance Code of 1956, Act
No. 218 of the Public Acts of 1956, being section 500 3135 of the
Michigan Compiled Laws.

b.

c.

e

ARTICLE X

When a compromise, an arrangement, or a plan of reorganization is proposed between this corporation and its creditors or members, a court of equity jurisdiction within this state may order a meeting of the affected credi-tors or members. The corporation, a creditor or member of the corporation, or a receiver appointed for the cor-poration may apply to the court for a meeting. The meeting shall be summoned in such manner as the court di-rects. If a majority in number representing 3/4 in value of the affected creditors or 3/4 of the affected members agree to a compromise or arrangement, the compromise, arrangement, or reorganization of this corporation re-sulting from the compromise or arrangement, if approved by the court, shall be binding on all creditors and members, and also on this corporation.

We, the inco orato/)sign our names this 8th day of January, 1999.

Tony/Ciccone
Erwin Elsner
JamesThompson
Gilbert Uithol
John A. Scott

Narne of person or organization remitting fees: Parallel 45 Vines and Wines Fees $20.00 payable to the State of Michigan

Please Return to:

John A. Scott
Suite 3, Auburn Oaks
1000 S. Garfield
Traverse City, MI 49686