Registry No.

319620-95 RESTATED ARTICLES OF INCORPORATION OF Salem Downtown Partnership (an Oregon Non-Profit Corporation) The Corporation adopts the following Restated Articles of Incorporation: ARTICLE I Name of Corporation The name of the corporation is Salem Downtown Partnership (the Corporation). ARTICLE II Registered Agent The registered agent for service of process is Carole Smith. ARTICLE III Address of Registered Agent The address of the registered agent for service of process is 363 Court St. NE, Salem , OR 97301. ARTICLE IV Address for Mailing Notices The address for mailing notices is: 187 High St. NE, Salem, OR 97301. ARTICLE V Additional Provisions 5.1 General Purpose. The Corporation is a business league, chamber of commerce, real-estate board, or board of trade not organized for profit. 5.2 Primary Purposes. The primary purposes of the Corporation are to: 5.2.1 Create an accountable, representative organization that will work towards the betterment of downtown Salem (downtown) through the inclusion of downtown property owners, businesses, residents, and customers and provide a forum and vehicle to solicit, create and implement actions beneficial to downtown. 5.2.2 Advocate on behalf of downtown property and business owners and residents on matters involving the City of Salem, Marion County, the State of Oregon, and outside organizations and persons that may impact downtown. 5.2.3 Promote and market downtown.

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Registry No. 319620-95 5.2.4 Contract with governments, businesses, or others, to manage and administer funds, including funds resulting from the creation of any economic or business improvement district, or other revenue raising plans downtown. 5.3 Net Earnings. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its members, 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 of this corporation. 5.4 General Restrictions. 5.4.1 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) any political campaign on behalf of or in opposition to any candidate for public office. 5.4.2 Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities, or use any part of the Corporations assets in any manner, not permitted to be carried on by a corporation exempt under Section 501(c)(6) of the Internal Revenue Code, or the corresponding section of any future federal tax code. 5.5 Business Committee. The Board of Directors shall empower the Business Committee to exercise the authority of the Board to the extent necessary to manage and administer any funds if the Corporation is or will be party to a contract to receive improvement district funds. 5.6 Limitation of Liability. The personal liability of each member of the Board of Directors, each uncompensated officer, and each member of the Corporation, for monetary or other damages, for conduct as a director, officer, or member shall be eliminated to the fullest extent permitted by current or future law. ARTICLE VI Type of Corporation The Corporation is a mutual benefit corporation organized under Section 501(c)(6) of the Internal Revenue Code. ARTICLE VII Members of Corporation The Corporation will have members.

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Registry No. 319620-95 ARTICLE VIII Distribution of Assets on Dissolution Upon the dissolution of the Corporation the Board of Directors shall, after the paying or making provisions for the payment of all of the liabilities of the Corporation, distribute the assets of the Corporation for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall distribute the assets to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the court of appropriate jurisdiction 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 that court shall determine, which are organized and operated exclusively for such purposes.

IN WITNESS WHEREOF, the undersigned Directors have executed these Restated Articles of Incorporation on the 30th day of August, 2011, with the approval of the Members, intending that they be effective upon filing.

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