ARTICLES OF INCORPORATION

of

OCEAN HILLS SOCIAL CLUBS

1. The name of this corporation is OCEAN HILLS SOCIAL

CLUBS.

2. This corporation is a nonprofit mutual benefit

corporation organized under the nonprofit Mutual Benefit

Corporation Law. The purpose of this corporation is to engage

in any lawful act or activity for which a corporation may be

organized under such law. A further description of the

corporation's purposes is:

(a) to provide pleasure, recreation, enjoyment,

and education for homeowner members of Ocean Hills

Country Club Homeowners Association and the residents of

Ocean Hills Country Club of Oceanside, California; and

(b) to engage in activities reasonably related to the

furtherance of the foregoing purposes.

3. The corporation shall have and exercise any and all
powers, rights and privileges which a corporation organized
under the Nonprofit Mutual Benefit Corporation Law may now or
hereafter have or exercise, provided however that the
corporation shall not, except to an insubstantial degree
engage in any activities or exercise any powers that are not
in furtherance of the foregoing purposes.

4. The assets and net income of the corporation shall

be dedicated to and used only for the furtherance of the

foregoing purposes, and not for the private gain of any

person.

5. The initial agent for service of process is John W.

McGee, 4760 Miletus Way, Oceanside, California 92056.

6. The Members of the corporation are and shall be the

duly authorized and acting homeowner Directors, and their

successors in office, of the Ocean Hills Country Club

Homeowners Association, a California corporation. Only the

Members shall elect or appoint the directors of the

corporation, and adopt or amend the Bylaws. Voting and other

rights and privileges of Members shall be as set forth in the

Bylaws.

The undersigned, who is the incorporator of the
corporation, does hereby execute these Articles of
Incorporation.

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John W. McGee