The undersigned, a natural person of the age of 18 years or more, acting as incorporator for the purpose of creating a nonprofit corporation under the Virginia Nonstock Corporation Act, Virginia Code, Title 13, Chapter 10, adopts the following Articles of Incorporation for such corporation:

FIRST: The name of the corporation (hereinafter the "Foundation") is The Open Hearth Foundation, Inc.

SECOND: The period of duration of the Foundation shall be perpetual.

THIRD: The Foundation is organized and shall be operated exclusively for charitable, educational, scientific and religious purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and all its future provisions.

The Foundation is also organized and shall be operated exclusively in accordance with the provisions of law now or hereafter controlling nonprofit corporations in the Commonwealth of Virginia.

Strictly within these limitations, the Foundation's purpose shall be to provide gathering space and resources to Pagans of all paths, and may do and engage in any and all lawful activities that may be incidental or reasonably necessary to this stated purpose.

No part of the income or principal of the Foundation shall inure to the benefit of any director or officer of this Foundation or any other private individual, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services actually rendered to it, and to make reasonable payments and distributions in furtherance of the aforementioned purposes of the Foundation.

In accordance with existent Federal tax law, the Foundation shall not participate or intervene in any political campaign on behalf of any candidate for public office, nor shall any substantial part of the activities of the Foundation be the carrying on of propaganda, or otherwise attempting to influence legislation.

FOURTH: The Foundation shall have no members.

FIFTH: The initial Board of Directors shall be the individuals designated herein. The Board shall also have the authority to increase the number of directors, remove directors and/or fill vacancies in accordance with the provisions of the bylaws and the laws of the Commonwealth of Virginia.

New directors may be elected and installed at any properly convened meeting of the Board.

To become a director, a director-candidate must be sponsored through a letter of recommendation by at least one existing director, and the director-candidate must receive a simple majority vote of all other directors then entitled to vote. No individual shall be named or elected as a director without his/her prior consent.

The term of office for a director shall generally be for fifty years, subject to those limitations contained in the bylaws and the laws of the Commonwealth of Virginia.

SIXTH: Provisions for distribution of assets on dissolution or termination of the Foundation are as follows:

Although the period of the Foundation is perpetual, if for any reason the Foundation is to be dissolved or otherwise terminated, no part of the property of the Foundation or any of the proceeds shall inure to the benefit of any of the directors of the Foundation, but all property and proceeds of the Foundation, subject to the discharge of valid obligations of the Foundation, and to the applicable provisions of the Virginia Nonstock Corporations Act, shall be distributed as directed by the Board of Directors exclusively for the purposes of the Foundation, among one or more corporations, trusts, community chests, funds or foundations organized and operated exclusively for religious, charitable, scientific, literary or educational purposes, no part of the net earnings of which inure to the benefit of any private shareholder, member or individual, and no substantial part of whose activities consist of carrying on propaganda or otherwise attempting to influence legislation and which does not participate or intervene in any political campaign on behalf of any candidate for public office, or to other entities of the type which fail to qualify for exemption under Section 501(c)(3) of the Code or its corresponding future provisions.

Any such assets not so disposed of shall be disposed of by the United States District Court for the Eastern District of Virginia, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for purposes described herein.

SEVENTH: The initial registered office is located in the city of Alexandria at [ ] and the name of its initial registered agent at such address is [ ]. The registered agent is a resident of Virginia and an officer of the Foundation.

EIGHTH: The number of directors constituting the initial Board of Directors is four (4), and the names and addresses of the persons who are to serve as initial directors until the first annual meeting or until their successors are elected and qualified are:

[ ]

[ ]

[ ]

[ ]

NINTH: The Foundation may, to the maximum extent permitted by law, indemnify each director, officer, agent and/or employee, present or former, of the Foundation, or any person who may have served at its request as a director or officer of another corporation against all cost and expense incurred by or imposed upon them in connection with the defense of any action, suit, or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been such director, officer, agent or employee of the Foundation, or of such other corporation except in relation to matters as to which any such director, officer, agent or employee, present or former, shall be adjudged in such action, suit or proceeding to be liable on the basis that personal benefit was improperly received by him. The foregoing right of indemnification shall not be exclusive of other rights to which any director or officer, or any other employee or agent may be entitled as a matter of law, or under any bylaw, agreement or otherwise.

TENTH: In any proceeding brought by or in the right of the Foundation, there shall be no damages assessed against an officer or director arising out of a single transaction, occurrence, or course of conduct except that the liability of an officer or director shall not be limited if the officer or director engaged in willful misconduct or a knowing violation of the criminal law.

ELEVENTH: The name and address of the incorporator is: [ ]

IN WITNESS WHEREOF I have signed and acknowledged these Articles of Incorporation, this ____10____th day of June, 1999.

_____________________________________
[ ]
Incorporator