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ARTICLES OF INCORPORATION

OF

NTM SCHOLARSHIP FOUNDATION

The undersigned natural person, of the age of eighteen years or more, acting as an incorporator of a corporation under the Texas Non-Profit Corporation Act, does hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

NAME

The name of the corporation is NTM Scholarship Foundation.

ARTICLE TWO

NON-PROFIT CORPORATION

The corporation is a non-profit corporation, organized under the Texas Non-Profit Corporation Act, Article 1396-1.01, et. seq., of the Texas Revised Civil Statutes, as amended.

ARTICLE THREE

DURATION

The duration of the corporation shall be perpetual.

ARTICLE FOUR

PURPOSES AND LIMITATIONS

1. The specific purposes for which the corporation is organized shall be to promote the higher education of gifted individuals from the North Texas area through the award of scholarships to college students or prospective college students in that area. Selection of recipients of such scholarships shall be conducted on a basis that does not discriminate on the basis of sex, race, creed, national origin or any other discriminatory factor unrelated to the qualifications or ability of scholarship applicants for higher education.
2. The general purposes for which the corporation is organized are to receive and maintain a fund or funds of real or personal property, or both, and, subject to the restrictions and limitations hereinafter set forth, to use and apply the whole or any part of the income therefrom and the principal thereof exclusively for charitable, religious, scientific, literary, or educational purposes either directly or by contributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any superseding federal statute (the "Code") and the Regulations thereunder.
3. No part of the net earnings of the corporation shall inure to the benefit of any director, trustee, or officer of the corporation or of any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes), and no director, trustee, or officer of the corporation or private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation. No substantial part of the activities of the corporation shall consist of the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate or intervene (including the publication or distribution of statements) in any political campaign on behalf of any candidate for public office.
4. Upon dissolution of the corporation or the winding up of its affairs, the assets of the corporation shall be distributed exclusively to charitable, religious, scientific, testing for public safety, literary, or educational organizations that would then qualify under the provisions of Section 501(c)(3) of the Code and the Regulations thereunder as they now exist or as they may hereafter be amended.

ARTICLE FIVE

INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial registered office of the corporation is 1411 Huntington, Richardson, Texas 75080. The name of the corporation's initial registered agent at such address is Bernie Mayoff.

ARTICLE SIX

BOARD OF DIRECTORS

At all times the corporation's board of directors shall consist of not less than three (3) directors. The number of directors constituting the initial board of directors of the corporation is five (5), and the names and addresses of the persons who shall serve as the initial directors of the corporation are as follows:

Steve Manion-President

Doug Frazier-Vice President

Colin Wedgewood-Secretary/Treasurer

Karen Fredd-Trustee

Ralph Kittenbacher-Trustee

[IN ADDITION THE NEXT NTM SCHOLARSHIP CHAIRMAN WILL AUTOMATICALLY BE A TRUSTEE, SEE BYLAWS]

ARTICLE SEVEN

INCORPORATOR

The name and street address of the incorporator are as follows:

Name

Ann E. Ward

Address

901 Main Street

Suite 6000

Dallas, Texas 75202

ARTICLE EIGHT

SHARES

The corporation shall have no stock or shares.

ARTICLE NINE

MEMBERS

The corporation shall have members. Any person who is a member of North Texas Mensa shall automatically be a member of the corporation. In addition, any other interested individual may become a member of the corporation by meeting such requirements as the directors may establish and set forth in the corporation's bylaws.

IN WITNESS WHEREOF, I have hereunto set my hand this _____________ day of _______________, 1990.

_________________________________________

Ann E. Ward

State of Texas Letter

Internal Revenue Service Letter

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    P. O. Box 814094

    Dallas, Texas  75381-4094