ARTICLES OF INCORPORATION
OF
SPARTAN ALUMNI ROWING ASSOCIATION

A.

To promote and foster the sport of rowing among the undergraduates, graduate students, faculty, staff, and alumni of Case Western Reserve University (“CWRU”), and their friends, family and supporters;

B.

To foster and conduct local, national and international amateur rowing competitions;

C.

To support, develop and train amateur athletes for local, national and international rowing competitions;

D.

To acquire funds from individuals, corporations, associations, governmental agencies and all segments of the public in general through contributions, grants, gifts of property, bequests, or otherwise, and to utilize such funds for the purposes described in sections (A) through (D) above; and

E.

To do any and all things necessary or incident to the foregoing.

A.

Notwithstanding anything contained in these Articles to the contrary, in carrying out the purposes of the Corporation all rights and powers shall be limited as follows:

(1)

No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to the Corporation’s directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof. 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 or in opposition to any candidate for public office.

(2)

The Corporation shall not engage in or carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). It is intended that the Corporation shall have and continue to have the status of an organization which is exempt from federal income tax under Section 501(c)(3) of the Code contributions to which are deductible as an organization described in Code Sections 170(b)(1)(A), 170(c), 2055(a) and 2522(a) and which is described in Section 509(a)(1), (2) or (3) of the Code and these Articles shall be construed accordingly and all powers and activities shall be limited accordingly.

B.

In the event that at any time the Corporation is not described in Section 509(a)(1), (2) or (3) of the Code, then, in further limitation of the rights and powers of the Corporation in carrying out its purposes, provided, however that these limitations shall not be applicable if the Corporation is exempt from federal income tax under other than Section 501(c)(3) of the Code:

(1)

The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to a tax on undistributed income imposed by Section 4942 of the Code.

(2)

The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code.

(3)

The Corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Code.

(4)

The Corporation shall not retain or make any investments that jeopardize the charitable purpose of the Corporation or which would subject the Corporation to tax under Section 4944 of the Code.

(5)

The Corporation shall not make any taxable expenditure as defined in Section 4945(d) of the Code.