KNOW ALL MEN BY THESE PRESENTS:
          That we, the undersigned, have this day associated and do hereby associate ourselves together for the purpose of forming a non-profit corporation under the laws of the State of Arizona, and to that end do hereby make, adopt, execute and acknowledge these Articles of Incorporation.

                                                 ARTICLE I.
          The name of the corporation is and shall be:
HUBBARD ASSOCIATION OF SCIENTOLOGISTS, INTERNATIONAL.

                                                 ARTICLE II.
          The principle place of business of this Corporation shall be in the City of Phoenix, Maricopa County, State of Arizona, provided, however, that offices may be established, business transacted and meetings of stockholders and directors shall be held at such other places within or without the State of Arizona as may be convenient or necessary for the conduct of the business of the corporation, as the Board of Directors or the By-Laws of said corporation shall provide.

                                                 ARTICLE IV.
          The general nature of the business to be transacted and the objects and purposes of the corporation are as follows:
          To establish a religious fellowship association for the research into the spirit and human soul and the use and dissemination of findings.
          To have and enjoy all the powers and privileges by Law to non-profit corporations organized under the laws of the State of Arizona; in conduct and carry on any and all scientific research and most particulary the dissemination and advancement of knowledge of the human mind in mental, psychosomatic and allied fields; to conduct schools and classes; to adopt and establish the constitution and by-laws of this corporation, and make all rules and regulations necessary and expedient for the management of its affairs consistent with these articles.
          To employ, hire and train persons to teach and to conduct classes; to publish and have published books, articles, letters, papers, magazines and other periodicals; to acquire by purchase, gift, devise or bequest, or any other lawful means, and to hold, mortgage, lease, sell and convey property, both real and personal; to establish clinics and to rent, buy, lease or hold by any lawful means the necessary property, both real and personal, to establish said clinics; to borrow money, execute mortgages on, or deeds of trust, on any property secured by the said corporation, to secure any bonds or notes that may be hereafter issued by the said corporation, to make and enter into any contracts of every sort and kind, with any individual, firm, association or corporation; to act as fully in all matters of business as natural person might or could do, and in any part of the world; to do anything and everything necessary, suitable or proper, for the accomplishment of any of the purposes, ot the attainment of any one or more of the objects herein enumerated, or which at any time shall appear expedient or useful, or be deemed necessary by the Board of Directors or Trustees for the protection, advantage or benefit of this corporation, and in general to do and transact any business deemed wise by the Board and to do and perform and all acts not inconsistent with the laws of the State of Arizona.
          The foregoing enumerations of specific powers shall not be deemed to limit or restrics in any way the general powers of the corporation, and the enjoyment and exercise thereof as conferred by the laws of the State of Arizona.

                                                   ARTICLE V.
          The affairs of this corporation shall be conducted by a Board of Directors or Trustees of not less than three (3) nor more than seven (7), and by such other officers or agents as the Board may elect and appoint. Whenever any vacancies shall occur in the Board, the remaining members of said Board may fill such vacancy untill the next regular or special meeting. The following named persons shall constitute the Board of Directors or Trustees of this corporation, and shall be qualified to serve untill their successors are elected and have qualified, said directors having been elected at a meeting held May 8th, 1954 at 325 Heard Building, Phoenix, Arizona.

          L. RON HUBBARD, SR.
          JOHN GALUSHA
          MARY SUE HUBBARD
          KENNETH BARRETT

Thereafter, the Board shall be elected at the general meeting to be held annually, the third Tuesday in May of each year. The officers of this corporation shall be president, vice-president and secretary-treasurer, and such other officers as the Board may from time to time elect and appoint. The same person may hold two offices, except that the President may not at the same time hold the office of the secretary. Neither officers of Directors need be members or stockholders.

                                                 ARTICLE VI.
          The time of the commencement of this corporation shall be the date of the filing with the Corporation Commission of Arizona, a copy of the Articles of Incorporation and the filing of a certified copy thereof in the office of the County Recorder of Maricopa County as by law provided, and the termination thereof shall be twenty-five (25) years thereafter unless the same shall be hereinafter extended in accordance with law.

                                                 ARTICLE VII.
          The Board of Directors or Trustees shall have the power to adopt, amend, rescind and repeal the by-laws of this corporation; to fill vacancies in the Board of directors for any cause and to elect and appoint such officers agents and committees as they deem necessary, with such power as they may confer.

                                                 ARTICLE VIII.
          This corporation is not formed for profit, and has no capital stock; membership herein shall be provided for in the by-laws of this corporation, and evidence of such membership evidenced as therein provided.

                                                  ARTICLE IX.
          The private property of the officers and members shall be, and the same is hereby declared forever exempt from all corporate debts and liabilities of this corporation whatsoever.

                                                   ARTICLE X.
          The highest amount of indebtness or liability, to which this corporation shall be subject at any time shall be determined by the Board of Directors or Trustees, but at no time shall exceed Two Hundred Fifty ($250,000.00) Thousand Dollars.

                                                   ARTICLE XI.
          This corporation does hereby appoint LOUIS L. ZUSSMAN of Phoenix, Arizona, a bona fide resident of Maricopa County, Arizona for more than three (3) years last past, its lawful agent, in and for the State of Arizona, upon whom all notes and process, including service of summons may be served, and when so served, shall be lawful personal service upon this corporation.

          IN WITNESS WHEREOF, we hereunto affix our signatures and seals this 10th day of May, 1954.

STATE OF ARIZONA
County of Maricopa

          The foregoing instrument was acknowledged before me this 10th day of May, 1954, by KENNETH D. BARRETT, RALPH B. SWANSON and LOUIS L. ZUSSMAN, known to me to be the persons whose signatures are subscribed to the foregoing Articles of Incorporation, who personally appeared before me and acknowledged to me that they executed the same for the purpose and considerations therein expressed.

          IN WITNESS WHEREOF, I hereunto set my hand and official seal.