AMENDED AND RESTATEDARTICLES OF
INCORPORATIONOF KODIAK ASSOCIATION OF CHARTERBOAT OPERATORS, INC.
An Alaska Nonprofit Corporation

ARTICLE I
The name of the corporation is: KODIAK ASSOCIATION OF CHARTERBOAT OPERATORS, INC.An Alaska Nonprofit Corporation

ARTICLE II
The period of the corporation is perpetual.

ARTICLE III
The corporation is organized primarily as a business league pursuant to Section 501 (c) (6) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

The purposes for which this corporation is organized are: to promote and protect the charter boat interests of the Kodiak archipelago; to represent charter boat interests in State and Federal activities and regulatory issues that impact local businesses through a voice of solidarity; to advance the common business interests of the members; to disseminate information; to establish a working relationship with local law enforcement; and to create a reputable association, whereby membership equals credibility.

The Corporation, after successfully obtaining a license and complying with the regulation on gaming permits, may conduct charitable gaming activities.

The Corporation shall take an active role in political and/or legislative activities involving fishing issues that affect the charter boat industry.

Consistent with the above, the Corporation may exercise all powers available to corporations organized pursuant to Chapter 20 of Title 10 of the Alaska Statutes.

ARTICLE IV
The internal affairs of the Corporation shall be managed by a Board of Directors consisting of no more than nine (9) and no less than five (5) members. The names of the initial directors who shall serve until their successors are elected and qualified are:

Michael Amberg, President, P.O. Box 1093, Kodiak, Alaska 99615.
James Davis, Vice President, P.O. Box 4001, Kodiak, Alaska 99615
Dave Kubiak, Secretary, P.O. Box 2084, Kodiak, Alaska 99615
Chris Fiala, Treasurer, P.O. Box 3750, Kodiak, Alaska 99615.
John Parker, Member, P.O. Box 653, Kodiak, Alaska 99615

Directors shall be elected at the annual meeting of the corporation which shall be held in Kodiak, Alaska. These Directors shall be nominated and elected as specified in the By-laws. The annual meeting shall be held on a date specified in the By-laws.

The general membership shall by a majority vote, replace any officer or Director who has resigned or moved, and the Director so appointed shall serve out the term of the replaced Director.

ARTICLE V
The address of the initial registered office is: 1319 Madsen Avenue, Kodiak, Alaska 99615.
The mailing address of the initial registered office is: P.O. Box 3641, Kodiak, Alaska 99615.
The name of the initial registered agent at the registered office is: Michael Amberg.

ARTICLE VI
The name and address of each incorporator is:

Michael Amberg, P.O. Box 1093, Kodiak, Alaska 99615;
James Davis, P.O. Box 4001, Kodiak, Alaska 99615;
and John Parker, P.O. Box 653, Kodiak, Alaska 99615.

ARTICLE VII
The Corporation shall be composed of members rather than shareholders and shall not issue stock. The conditions and regulations of membership shall be determined by these Articles of Incorporation and the By-laws of the Corporation.

ARTICLE VIII
COMPOSITION: There shall be at least one class of membership of the KODIAK ASSOCIATION OF CHARTERBOAT OPERATORS, Inc. which shall be the only voting membership composed of members who are interested in promoting the purposes of the non-profit corporation and who shall contribute annual dues as set by the Bylaws. Other classes of membership and annual dues for such memberships may be designated by the By-laws.

QUALIFICATIONS AND REQUIREMENTS: Voting membership is open to persons or businesses in the charterboat industry, approved and accepted by the Board of Directors, without regard to age, sex, race, creed, national origin, sexual orientation, religion, marital status, parental status or political affiliation. Person includes natural persons, corporations, and unincorporated associations.

ARTICLE IX
The Articles of Incorporation may be amended at any regular meeting of the members of the Corporation or at any special meeting of the same called for that purpose by a vote of two-thirds of the members present at that meeting. No amendment of the Articles of Incorporation shall be made at any regular meeting, and no such action shall be taken at any special meeting unless a notice is mailed to each member at his/hers last address of record, at least thirty (30) days prior to such regular or special meeting. Such amended articles shall be executed and acknowledged by the officers in whom the management of the affairs of the Corporation is vested and shall be filed and recorded in the same place and manner as the original articles.

ARTICLE X
Upon the winding up and dissolution of this Corporation, after paying or adequately providing for the payment of the debts, obligations and liabilities of the Corporation, the remaining assets of this Corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501 (c) (6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), and subject to the terms of AS 10.20.295 as amended. And the net proceeds from charitable gaming activities will be distributed to charitable organizations defined in AS 05.15.690 (8) or to other qualified organizations authorized to conduct activity under AS 05.15.