RESTATED ARTICLES OF INCORPORATION

OF THE

MONTANA ASSOCIATION OF COUNTIES

These are the restated articles of incorporation of the MONTANA ASSOCIATION OF COUNTIES and they supersede any existing articles of incorporation and amendments.

NAME OF CORPORATION

The name of this corporation is the MONTANA ASSOCIATION OF COUNTIES.

PERIOD OF DURATION

The duration of this corporation is perpetual.

III

PURPOSES

This corporation is organized for the counties of the State of Montana under the authority of MCA 7‑5‑2141 and for the purpose of furthering good government and the protection of county interests; including but not limited to the following purposes:

A. TO FOSTER COOPERATION AMONG COUNTIES

To foster voluntary cooperation among the counties of the State of Montana;

B. TO PROMOTE RESOURCE SHARING AMONG COUNTIES

To promote opportunities for improving the efficiency of government through better coordination and resource sharing among the counties of the State of Montana;

C. TO STUDY PROBLEMS & METHODS FOR IMPROVING EFFICIENCY OF COUNTY GOVERNMENT

To undertake comprehensive studies of the problems of county government and of methods for providing more efficient governmental services;

D. TO PROVIDE SERVICES & RESOURCES TO COUNTIES

To provide services for the benefit of the member counties, including the management of any pooled risk funds;

E. TO INTERACT WITH OTHER GOVERNMENT INSTRUMENTALITIES OF THE STATE OF MONTANA

To interact with other government instrumentalities of the State of Montana toward achieving all of the above purposes;

F. TO LIMIT INUREMENT TO GOVERNMENT INSTRUMENTALITIES OF THE STATE OF MONTANA

But to not allow any assets or services inure to the benefit of any person or individual other than a government instrumentality of the State of Montana;

G. TO LIMIT ACTIVITIES TO THOSE BY, FOR, OR ON BEHALF OF GOVERNMENT INSTRUMENTALITIES OF THE STATE OF MONTANA

But to not undertake any activity that would not be permitted to be taken by, for, or on behalf of a government instrumentality of the State of Montana.

RULES OF OPERATION

This corporation shall be operated in the following manner:

A. GENERAL CORPORATE POWERS

Consistent with the above purposes and the authority of MCA 7‑5‑2141, this corporation may exercise all of the general powers set forth under MCA 35‑2‑107 of the Montana Nonprofit Corporation Act.

B. ORGANIZATION CONTROLLED BY MEMBERS

This corporation has one, but only one, class of members, which are the counties of the State of Montana. Such members shall elect the board of directors for this corporation. A county shall be accepted for membership upon the designation of a representative by its Board of County Commissioners. Through its designated representative, each member shall be entitled to one vote. The bylaws may provide for the suspension of voting rights for any member's failure to pay dues or for any other breach of commitments.

C. DISTRIBUTION OF ASSETS ON LIQUIDATION OR DISSOLUTION

Upon dissolution, the board of directors shall:

1. Pay or make provision for the payment of all of the liabilities of the corporation; and then,

2. Distribute the remaining assets to the then existing members in such proportion as may be specified in a plan of distribution adopted by the corporation.

D. LIMITED LIABILITY OF DIRECTORS

No director shall be personally liable to the corporation or its members for monetary damages for breach of a fiduciary duty as a director, except for:

1. A breach of a director's duty of loyalty to the corporation or its members;

2. An act or omission that constitutes willful misconduct, recklessness, or a knowing violation of law;

3. Engaging in any transaction which is prohibited by the Montana Nonprofit Corporation Act; or,

4. Engaging in any transaction for which the director receives an improper personal benefit.

REGISTERED OFFICE & AGENT

The name and address of the initial registered office and initial registered agent of the corporation is:

NAME OF AGENT ADDRESS/PHONE OF OFFICE

C. Gordon Morris 2715 Skyway Drive

Helena, MT 59602

(406) 442-5209

BOARD OF DIRECTORS

Consistent with these articles, the board of directors shall promulgate all bylaws and so manage the affairs of this corporation. The bylaws may prescribe the number of directors, as long as the number is at least three or more. Within the limitations of MCA 35‑2‑407, a majority of directors in office may adopt resolutions, which empower any three or more directors to serve as an executive committee or as a committee for other specific purposes.

The present board of directors comprises the following twenty-six persons:

Carol Brooker, Sanders County

PO Box 519

Thompson Falls, MT 59873

Bill Kennedy, Yellowstone County

P Box 35000

Billings, MT 59107

Doug Kaercher, Hill County

314 Fourth Street, Courthouse

Havre, MT 59501-3999

Bill Nyby, Sheridan County

100 West Laurel Avenue

Plentywood, MT 59254-1699

Gary Fjelstad, Rosebud County

PO Box 47

Forsyth, MT 59327-0047

Jean Curtiss, Missoula County

Courthouse, 200 West Broadway

Missoula, MT 59802-4292

Richard Dunbar, Phillips County

314 South Second Avenue West

Malta, MT 59538-0360

Mark Rehbein, Richland County

201 West Main

Sidney, MT 59270-4087

Joan Stahl, Rosebud County

PO Box 47

Forsyth, MT 59327

Art Kleinjan, Blaine County

400 Ohio

Chinook, MT 59523

Arnold Gettel, Teton County

PO Box 610

Choteau, MT 59422-0610

Carl Seilstad, Fergus County

712 West Main

Lewistown, MT 59457-2562

John Prinkki, Carbon County

PO Box 887

Red Ledge, MT 59068-0887

Elaine Mann, Broadwater County

515 Broadway Street

Townsend, MT 59644

Charles (Bernie) Lucas, Meagher County

PO Box 309

White Sulphur Springs, MT 59645

Paddy Trusler, Lake County

106 4^th Avenue East

Polson, Mt 59860

Alan Thompson, Ravalli County

PO Box 5001

Hamilton, MT 59840

Thomas Hatch, Powell County

409 Missouri Avenue

Deer Lodges, MT 59722

Leo Gallagher, County Attorney

Lewis and Clark County

228 East Broadway, Courthouse

Helena, MT 59601-4243

Paulette DeHart, County Clerk and Recorder

Lewis and Clark County

PO Box 1721

Helena, MT 59624-1721

Marilyn Hollister, Clerk of District Court

PO Box 47

Forsyth, MT 59327

Joseph Christiaens, Coroner

Pondera County

20 Fourth Avenue SW

Conrad, MT 59425-2340

Gary A. Olsen, Magistrate

515 Broadway

Townsend, MT 59644-2397

Karla Christensen, County Superintendent of Schools

PO Box 28

Jordan, MT 59337

T. Gregory Hintz

Missoula County Sheriff’s Office

Courthouse, 200 W. Broadway

Missoula, MT 59802

Carol Bean, County Treasurer

Custer County

1010 Main

Miles City, MT 59301-3419

VII

AMENDMENTS TO ARTICLES

In the manner prescribed under MCA 35‑2‑206 through 35‑2‑210, by resolution of the board of directors, these Articles of Incorporation may be amended or restated upon the approval of two‑thirds of the voting members present, including those represented by proxy, at a duly authorized meeting.

CERTIFICATION OF RATIFICATION

RESTATED ARTICLES OF INCORPORATION

The undersigned officers of this corporation certify as follows:

1. In accordance with MCA 35‑2‑207, the Board of Directors adopted a resolution, directing that these restated articles be submitted for approval by the members of this corporation.

2. In accordance with MCA 35‑2‑207, each member was sent a written notice of a member's meeting, scheduled to be held on February 14, 1991, for the purpose of considering the adoption of these restated articles and copy of these restated articles was included with such notice.

3. Notice of the above member's meeting was sent by U.S. mail, not less than 10 nor more than 50 days before the date of such meeting.

4. On February 14, 1991, at the above member's meeting, a quorum of voting members was present and a majority of those members approved the adoption of these articles.

Dated November 1, 2002

_______________________________

President

Montana Association of Counties

______________________________

C. Gordon Morris, Secretary

Montana Association of Counties

Thomas C. Morrison

Attorney for the Association

Suite 4A

Power Block Building

Helena, MT 59601‑5036