TBE NAME OF THE CORPORATION IS BEAR CREEK QUILT GUILD INC.  NON-PROFIT ORGANIZATION.

THE PERIOD OF ITS DURATION IS PERPETUAL.

THE PURPOSE FOR WHICH THE CORPORATION IS ORGANLZED IS TO TRANSACT ANY AND ALL LAWFUL BUSINESS FOR WHICH CORPORATIONS MAY BE INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS.

THE AGGREGATE NUMBER OF SHARES WHICH THE CORPORATION SHALL HAVE AUTHORITY TO ISSUE IS ONE MILLION (l,000,000) OF THE PAR VALUEOF ONE (0.01) PER SHARE

THE CORPORATION SHALL NOT COMMENCE BUSINESS UNTIL IT HAS RECEIVED FOR THE ISSUANCE OF lTS SHARES CONSIDERATION OF A SUM NOT LESS THAN ONE THOUSAND DOLLARS (S1,000.00), CONSISTING OF MQNEY, LABOR DONE OR PROPERTY ACTUALLY RECEIVED.

THE ADDRESS OF ITS INITIAL REGISTERED OFFICE IS AS FOLLOWS:
1404 WESTPORT PKWY., FORT WORTH, TX 76177.

THE NAME OF ITS INITIAL; REGISTERED AGENT AT SUCH ADDRESS IS AS
POLLOWS: LOU ANN REYNOLDS

THE NUMBER OF DIRECTORS CONSTITUTING THE BOARD OF DIRECTORS IS FOUR (4), AND THE NAMES AND ADDRESSES OF THOSE DIRECTORS ARE THE FOLLOWiNG:

1. BARBARA HIXON, PRESIDENT
1918 1OHNSON RD. KELLER, TX 76248

2. RUTH POOLE, VICE PRESIDENT
2005 VISTA VIEW, ROANOKE, TX 76262

3. JUDY YUNG, SECRETARY
716 CALFORNIA TRAIL~, KELLER, TX 76248

4. LINDA WINGARD, TREASURER
3621 SWAN ST., HALTOM C1TY, TX 76117

ARTICLE VIII

THE NAME AND ADDRESS OF THE INCORPORATOR IS AS FOLLOWS- 
DEBRA REYNOLDS, 2720 KELLER-HICKS RD. KELLER, TX 76248

THE STATE OF TEXAS 

COUNTY OF TARRANT

BEFORE ME, THE UNDERSIGNED AUTHORITY ON THIS DAY OF AUGUST, 1994, PERSONALLY APPEARED BARBARA HIXON, WHO BEING BY
ME FIRST DULY SWORN, SEVERALLY DECLARED THAT SHE IS THE PERSON WHO SIGNED THE FOREGOING DOCUMENT AS INCORPORATOR, AND THAT THE STATEMENTS THEREIN CONTAINED ARE TRUE.
 

LOU ANN REYNOLDS SUBSCRIBED AND SWORN TO BEFORE ME BY BARBARA HIXON ON THIS THE 8TH DAY OF SEPTEMBER, 1994.