WE, THE UNDERSIGNED, of full age, for the purpose of forming a corporation under and pursuant to the provisions of Chapter 317A, Minnesota Statutes, known as the Minnesota NonProfit Corporation Act, and laws amendatory thereof and supplementary thereto, do hereby associate ourselves together as a body corporate and accept the following Articles of Incorporation:

ARTICLE I

The name of this corporation shall be:

DOWNTOWN MINNEAPOLIS RESIDENTS ASSOCIATION, INC.

ARTICLE II

REGISTERED OFFICE

The registered office of this corporation shall be at:

B-1203 - The Towers
19 South First Street
Minneapolis, MN 55401

ARTICLE III

DURATION

The duration of this corporation shall be perpetual.

ARTICLE IV

PURPOSE

The purpose of this corporation shall be for charitable, religious, literary or educational 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 the corresponding provisions of any future United States Internal Revenue Law. All funds whether income or principle and whether acquired by gifts or contributions, or otherwise, shall be devoted to said purposes.

ARTICLE V

NO PECUNIARY GAIN

The corporations shall not afford pecuniary gain, incidentally or otherwise to its members. No part of the net earnings of this corporation shall inure to the benefit of any member of the corporation, except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes. Such net earnings, if any, of this corporation shall be used to carry out the nonprofit corporate purposes set forth in Article IV above. 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 or the corresponding provision of any 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 or the corresponding provision of any future United Sates Internal Revenue Law.

ARTICLE VI

DISSOLUTION

At the time of dissolution of the corporation, the board shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organiza-tion or organizations organized and operated exclusively for charitable, education, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue Code, as the board shall determine. Any such remaining funds, property or other assets not so distributed shall be disposed of by petition or application to district court, according to state law, for such purposes or to such organization(s) as the court may decree, which are organized and operated exclusively for such purposes.

ARTICLE VII

INCORPORATORS

The name and address of the incorporator of this corporation is:

Andrew J. Hauer
B-1203 - The Towers
19 South First Street
Minneapolis, MN 55401

ARTICLE VIII

BOARD OF DIRECTORS

The number of directors constituting the first Board of Directors of this corporation shall be nine (9), each of whom shall continue in office until the first annual meeting of the members and until a successor is elected and qualified, or removed as provided by law or in the by-laws. The name and address of each first director is:

George Rosenquist
The Crossings
121 Washington Avenue S., #902
Minneapolis, MN 55401

Donald Hicks
314 Hennepin Avenue, #919
Minneapolis, MN 55401-1921

Andrew J. Hauer
Towers Condominiums
19 South First Street, B-1203
Minneapolis, MN 55401

Paul Barber
Centre Village
433 South 7th Street, #1925
Minneapolis, MN 55415

Dolores Cotten
RiverGate
115 South Second Avenue, #615
Minneapolis, MN 55401

Marsha McKinnie Davis
Towers Condominiums
19 South First Street, B-2103-05
Minneapolis, MN 55401

Mike Olson
121 North First Street
Minneapolis, MN 55401

Eunice Roo
115 South Second Avenue, #702
Minneapolis, MN 55401

ARTICLE IX

PERSONAL LIABILITY

There shall be no personal liability of any of the members of this corporation for any corporation obligation.

Witness whereof in testimony, whereof, we have hereunto subscribed our names this 15th day of July, 1995.

______________________________________

Andrew J. Hauer
B-1203 - The Towers
19 South First Street
Minneapolis, MN 55401
(612) 332-7623