Articles of Incorporation

California CPA, June, 2005

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.

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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 corporation elects to be governed by all of the provisions of the Nonprofit Corporation Law of 1980 not otherwise applicable to it under part 5.

Article Third:

A. This corporation is a nonprofit MUTUAL BENEFIT CORPORATION organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity, other than credit union business, for which a corporation may be organized under such law.

B. The specific puposes for which this corporation 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.

Article Fourth: The number of directors of the corporation shall be stated in the Bylaws of the corporation.

Article Fifth: Notwithstanding any of the above statements of purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exersize any powers that are not in furtherance of the specific purposes of this corporation. This corporation shall not take any action or carry on any activity not permitted to be taken or carried on by a corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986 as amended and its regulations as they now exist or as they may later be amended.

Article Sixth: No part of the net earnings of this corporation shall inure to the benefit of any member, director or officer of this corporation, or any private person, except that reasonable compensation may be paid for services actually rendered to or for this corporation.

3. The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the board of directors.

4. The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the required vote of the members.