19505 7/22, 7/29, 8/01/25 ARTICLES OF INCORPORATION

19505 7/22, 7/29, 8/01/25 ARTICLES OF INCORPORATION OF VERMILLION RANCH AT DEL SHAY The undersigned, acting as incorporator of a nonprofit corporation under the Arizona Nonprofit Corporation Act (“ANCA”), Arizona Revised Statutes §§ 10-3101 through 10-11702, hereby adopts the following Articles of Incorporation for such corporation: ARTICLE I NAME The name of the corporation is “Vermillion Ranch at Del Shay”. The corporation is hereafter referred to as the “Corporation”. ARTICLE II PURPOSE AND CHARACTER OF AFFAIRS The Corporation is organized and shall be operated exclusively for charitable, religious, literary, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and any corresponding provisions of future federal tax law (“I.R.C.”) Its purposes include, but are not limited to, operating a nonprofit retreat center that promotes spiritual, emotional, and relational healing through faith-based retreats, 12-step recovery programs, services for individuals with special needs, youth development activities, and other therapeutic or nature-based experiences. The Corporation may also engage in any other activities that further its exempt purposes under Section 501(c)(3). These activities may be carried out directly or through grants, gifts, or other support to organizations that qualify as exempt under the I.R.C. ARTICLE III ACTIVITIES AND RESTRICTIONS Section 1. No dividends, liquidating dividends, or distributions shall be declared or paid by the Corporation to any private individual or officer or director of the Corporation. Section 2. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, unless by appropriate election a greater part is permitted without jeopardizing the Corporations exemption under I.R.C. § 501(c)(3). The Corporation shall neither participate in, nor intervene in, any political campaign on behalf of (or in opposition to) any candidate for public office, including the publishing or distribution of any statements. Section 3. No part of the net earnings or net income of the Corporation shall inure to the benefit of any private individual or officer or director of the Corporation; provided, however, that such a person may receive reasonable compensation for services rendered, or reimbursement for reasonable expenses incurred, which are necessary to carrying out the exempt purposes of the Corporation. Section 4. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under I.R.C. § 501(c)(3) or by a corporation contributions to which are deductible under I.R.C. Section 170(c)(2). Section 5. Whenever the Corporation is a private foundation as defined in I.R.C. § 509(a), the income of the Corporation shall be distributed at such time and in such manner as not to subject it to tax under I.R.C. § 4942 and the Corporation shall not engage in any act of self-dealing, or retain any excess business holdings, or make any taxable expenditures as defined in I.R.C. § 4941(d), 4943(c) and 4945(d), respectively, or make any investments in such manner as to subject it to tax under I.R.C. § 4944; or make any indemnification which would give rise to a penalty excise tax under I.R.C. Chapter 42. ARTICLE IV MEMBERS The Corporation shall have no members. ARTICLE V BOARD OF DIRECTORS Section 1. The affairs of the Corporation shall be managed by its Board of Directors, which shall consist of such number of persons as shall be fixed by the Bylaws from time to time but shall not be less than the number of directors required by the ANCA. The terms of office, qualifications and method of election of the directors shall be as specified in the Bylaws. Section 2. The directors constituting the initial Board of Directors shall be six (6). The names and addresses of the initial directors are: Jacob Garcia 660 E. Del Chi Dr. Payson, AZ 85541 Nicole Garcia 660 E. Del Chi Dr. Payson, AZ 85541 Aleah Garcia 660 E. Del Chi Dr. Payson, AZ 85541 Randy Smith 660 E. Del Chi Dr. Payson, AZ 85541 Ryan Kohl 660 E. Del Chi Dr. Payson, AZ 85541 Jennifer Kohl 660 E. Del Chi Dr. Payson, AZ 85541 ARTICLE VI OFFICERS The names and addresses of the initial officers are: Jacob Garcia, President 660 E. Del Chi Dr. Payson, AZ 85541 Nicole Garcia, Secretary and Treasurer 660 E. Del Chi Dr. Payson, AZ 85541 ARTICLE VII INCORPORATOR The name and address of the incorporator is: Jacob Garcia 660 E. Del Chi Dr. Payson, AZ 85541 ARTICLE VIIIAMENDMENT These Articles of Incorporation may be amended by the directors of the Corporation by vote of at least a super-majority (66%) of the number of directors in office at the time that the amendment is adopted. ARTICLE IX DISSOLUTION In the event of 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, distribute all of the assets of the Corporation exclusively to one or more organizations then described in I.R.C. § 170(c)(2), 501(c)(3), 2055(a)(2) and 2522(a)(2) having purposes substantially similar to those of the Corporation or to one or more units or agencies of federal, state or local government to be used exclusively for public purposes, as the Board of Directors shall determine. Any of such assets not so distributed shall be distributed to one or more of such organizations as determined by the Superior Court of the county in which the principal office of the Corporation is then located. ARTICLE X PRINCIPAL OFFICE; STATUTORY AGENT ADDRESS; STATUTORY AGENT The mailing and street address of both the principal office and the statutory agent office is 660 E Del Chi Dr., Payson, AZ 85541. The statutory agent at such address is Jacob Garcia. ARTICLE XI DIRECTOR LIABILITY To the fullest extent permitted by law as the same exist or may be hereafter amended, no director of the Corporation shall be liable to the Corporation for monetary damages for any action taken or any failure to take any action as a director. No repeal, amendment or modification of this article, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or failure to act of a director of the Corporation occurring prior to such repeal, amendment or modification. ARTICLE XII INDEMNIFICATION The Corporation shall, to the fullest extent permitted or required by law, indemnify its current and former Directors, Officers, and agents against any and all Liabilities, and advance any and all reasonable Expenses, incurred thereby in any Proceeding to which any Director or Officer is a Party because such Director or Officer is a Director or Officer of the Corporation; provided, however, that the Corporations obligation of indemnification shall be conditioned upon its receipt of prompt written notice of the threat or filing of an action, suit or Proceeding as to which rights of indemnification are sought. The Corporation may indemnify its employees and authorized agents, acting within the scope of their duties as such, to the same extent as Directors or Officers hereunder. The rights to indemnification granted hereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses which such Director or Officer may be entitled under any written agreement, board resolution, law, or otherwise. All capitalized terms used in this section and not otherwise defined herein shall have the meaning set forth in Section 10-3850 of the ANCA. Dated: Jacob Garcia, Incorporator CONSENT TO SERVE AS REGISTERED AGENT OF VERMILLION RANCH AT DEL SHAY The undersigned hereby consents to serve as Registered Agent, in the State of Arizona for Vermillion Ranch at Del Shay. The undersigned understands that as agent for said corporation, he will be responsible to receive service of process in the name of said corporation; to forward all mail to said corporation; and to immediately notify the office of the Corporation Commission in the event of his resignation, or of any changes in the registered office address of Vermillion Ranch at Del Shay. DATED: By: Jacob Garcia Its: President