ARTICLES OF INCORPORATION OF MOUND PRAIRIE CEMETERY ASSOCIATION I, the undersigned, natural person of the age of majority, acting as incorporator of a corporation under the Nebraska Nonprofit Corporation Act, submit the following Articles of Incorporation for such corporation on behalf of the following individuals, Jesse Meinberg, James Jensen and Dave Nagel, all of whom are residents of Seward County, Nebraska, desiring to form themselves into an association. ARTICLE I. Name The name of the Corporation is "MOUND PRAIRIE CEMETERY ASSOCIATION." ARTICLE II. Nonprofit Corporation The Corporation is a public benefit corporation. ARTICLE III. Duration The period of duration of the Corporation is perpetual. ARTICLE IV. Initial Registered Office and Initial Registered Agent The mailing address of the initial registered office of the Corporation is 995 364th Rd, PO Box 97, Goehner, Nebraska 68364, and the name of its initial registered agent at this address is James Jensen. ARTICLE V. Purpose The Corporation is organized exclusively as a nonprofit cemetery company as defined under section 501(c)(13) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The purpose of this Corporation shall be to hold and care for a tract of ground used as a public burial site, situate in the Northwest Quarter (NW1/4) of the Northwest Quarter (NW 1/4} of Section 8, Township 10, Range 2 East, Seward County, Nebraska, together with any additions that may be made to said grounds, and to sell lots for burial purposes, subject to such rules as the directors may make from time to time. The Corporation is the successor to an unincorporated association also know as the Mound Prairie Cemetery Association which has operated a cemetery on the site referenced above since the 1850's. ARTICLE VI. Powers The Corporation shall have and exercise all powers and rights conferred upon corporations by the Nebraska Nonprofit Corporation Act and any enlargements of such powers and rights conferred by subsequent legislative acts or acts of the voters of the State of Nebraska; the Corporation shall have and exercise all powers and rights, not otherwise denied nonprofit corporations by the laws of the State of Nebraska or by these Articles of Incorporation, as are necessary, suitable, proper, convenient or expedient to the attainment of the purposes set for the in Article V. The Corporation shall not have nor exercise any powers or rights which conflict with the purposes set forth in Article V. ARTICLE VII. Prohibited Transactions A.The Corporation shall have no capital stock and shall declare no dividends. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article V hereof. B.No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) and political campaign on behalf of or in opposition to any candidate for public office. C.Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501(c)(13) of the Internal Revenue Code, or the corresponding section of any future federal income tax code; or (b) by a corporation, contributions to which are deductible under section 170(c) of the Internal Revenue Code, or the corresponding section of any future federal tax code. ARTICLE VIII. Members The name of the Corporation shall have one or more classes of members. The designation of the class or classes, and the qualifications and rights of the members, shall be set forth in the Bylaws of the Corporation. ARTICLE IX. Disposition of Assets Upon Dissolution Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation. dispose of all the assets of the Corporation exclusively for the purposes of the corporation, or to such other organization or organizations as shall, at the time, qualify as an exempt organization or organizations under section 501(c)(13) of the Internal Revenue Code, or corresponding section of any future federal code, as the Board of Directors shall determine. Any such assets not so disposed of hall be disposed of by the appropriate court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. ARTICLE X. Indemnification of Officers, Directors, Employees and Agents To the extent permitted by the Nebraska Nonprofit Corporation Act, the Corporation shall indemnify its directors and may indemnify its officers and employees for liabilities and expenses incurred by reason of such individual being made a party to a proceeding because the individual is or was a director, trustee, offices, or employee of the Corporation. ARTICLE XI. Board of Directors The corporation shall be directed by a Board of Directors as set forth in the Bylaws of the Corporation. The Board of Directors shall have all powers granted by Nebraska law. including, the power to make, alter, amend, or repeal the Bylaws of the corporation from time to time. The Board of Directors may designate directors as "Trustees" but such Trustees shall function at all times as directors within the meaning of the Nebraska Nonprofit Corporation Act. ARTICLE XII. Name and Address of Incorporator The name and street address of the incorporator is Whitney M. Adams, 4045 SW 12th Street, Lincoln, Nebraska 68522. DATED: April 21, 2023 /s/Whitney M. Adams, Incorporator SCI — May 10, 17, 24, 2023 ZNEZ
