DISTRICT COURT, CITY AND COUNTY OF DENVER, COLORADO 1437 Bannock Street Denver, CO 80202 STATE OF COLORADO, ex rel.

JOHN W. SUTHERS, ATTORNEY GENERAL,

Plaintiff, v. FIRED UP FOR KIDS, INC., a Colorado Non-Profit Corporation, Defendants. Attorneys for Plaintiff: JOHN W. SUTHERS Attorney General ALISSA HECHT GARDENSWARTZ, 36126* Assistant Attorney General alissa.gardenswartz@state.co.us JAY B. SIMONSON, 24077* First Assistant Attorney General jay.simonson@state.co.us 1525 Sherman Street, 4th Floor Denver, CO 80203 (303) 866-5079 (303) 866-4916 Fax *Counsel of Record

COURT USE ONLY

Case No.: Div.:

COMPLAINT FOR JUDICIAL DISSOLUTION OF A NONPROFIT CORPORATION Plaintiff, the State of Colorado, upon relation of John W. Suthers, Attorney General for the State of Colorado, by and through undersigned counsel, states and alleges as follows: INTRODUCTION 1. This is an action for judicial dissolution brought by the Attorney General for the State of Colorado pursuant to the Colorado Revised Nonprofit Corporations Act, Colo. Rev. Stat. 7-134-301 through 304.

PARTIES 2. John W. Suthers is the duly elected Attorney General of the State of Colorado and is authorized under Colo. Rev. Stat. 7-134-301 to initiate a proceeding to dissolve a nonprofit corporation. 3. Fired Up For Kids, Inc. is a Colorado nonprofit corporation with its principal street address listed as 620 16th Street, Suite 200, Denver, CO 80202. JURISDICTION AND VENUE 4. Pursuant to Colo. Rev. Stat. 7-134-302 through 304, this Court has jurisdiction to dissolve a nonprofit corporation. 5. At all relevant times during this action, Defendant Fired Up For Kids, Inc. maintained a principal place of business and a registered agent in Denver, Colorado. Therefore, venue is proper in the City and County of Denver, Colorado, pursuant to Colo. Rev. Stat. 7-134-302(1) and Colo. R. Civ. P. 98. RELEVANT TIMES 6. The conduct that gives rise to the claims for relief contained in this Complaint began in 2007 and has continued through the present. STATUTORY BACKGROUND 7. The Colorado Revised Nonprofit Corporations Act allows for a nonprofit corporation to be dissolved in a proceeding by the Attorney General if it is established that a nonprofit corporation has obtained its articles of incorporation through fraud, or if it has continued to exceed or abuse the authority conferred upon it by law. Colo. Rev. Stat. 7-134-301(1)(a) and (b). 8. In a proceeding to dissolve a nonprofit corporation, the court may issue injunctions, appoint a receiver or custodian pendente lite with all powers the court directs, take other actions required to preserve the corporate assets wherever located, and carry on the activities of the nonprofit corporation until a full hearing can be held. Colo. Rev. Stat. 7-134-302(3). GENERAL ALLEGATIONS 9. Defendant Fired Up For Kids, Inc. incorporated as a nonprofit corporation in Colorado on or about November 27, 2007. A copy of Fired Up For Kids Articles of Incorporation is attached hereto as Exhibit A.

10. The Fired Up For Kids Articles of Incorporation list two members of the initial Board of Directors: Kirsten Hamling, the founder of Fired Up For Kids, and Alison Heller. 11. On October 4, 2011, Ms. Heller filed a Statement of Correction with the Colorado Secretary of State stating that she had never been an acting member of the board of directors for Fired Up For Kids, and had not realized that she was listed as a board member in the Articles of Incorporation until September 26, 2011. 12. According to its Articles of Incorporation filed with the Colorado Secretary of State, Fired Up for Kids is a nonprofit organization organized for a charitable purpose as identified in Section 501(c)(3) of the Internal Revenue Code. The Articles of Incorporation specify that Fired Up for Kids was organized to raise funds for The Childrens Hospital Burn Center and other burn centers through the sales of firefighter calendars. 13. Fired Up For Kids Articles of Incorporation further state that:

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed 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 a court of competent 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 said court shall determine, which are organized and operated exclusively for such purposes. 14. Fired Up for Kids Articles of Incorporation state that no part of the net earnings of the corporation shall inure to the benefit of or be distributable to its directors of officers. The Articles of Incorporation also state that the corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code. Section 501(c)(3) of the Internal Revenue Code prohibits a charitable 501(c)(3) organization from being organized or operated for the benefit of private interests. 15. In its solicitation materials, including materials sent to event sponsors as well as on its website, Fired Up For Kids has represented that it is a Denver-based nonprofit organization that donates all proceeds from special events and sales of The Colorado Firefighter Calendar to The Childrens Hospital Burn Center. 16. Fired Up For Kids also has represented itself in public solicitation materials as a tax-exempt 501(c)(3) organization. 3

17. In fact, Fired Up For Kids never received 501(c)(3) status from the United States Internal Revenue Service. Nevertheless, upon information and belief, Fired Up For Kids never paid taxes. 18. Kirsten Hamling was the sole director of Fired Up For Kids and its founder. Ms. Hamling is also the sole signatory on Fired Up for Kids operating account, maintained at Wells Fargo Bank. 19. Almost immediately after the incorporation of Fired Up For Kids as a nonprofit corporation, Ms. Hamling began making charges of a personal nature to the Fired Up For Kids operating account. These charges continued through at least July 2010. Charges included money spent at nail and hair salons, money spent on gym memberships, money spent at department stores, and money spent on airline tickets to California. These charges had nothing to do with Fired Up For Kids. 20. Fired Up For Kids had a volunteer Executive Committee that assisted in putting on fundraising events for the organization. On September 21, 2011, the Executive Committee sent a letter to Ms. Hamling requesting that she resign from Fired Up For Kids based upon her admission that she co-mingled personal finances and finances of her for-profit company, Traction Communications, with Fired Up For Kids finances. The letter also requested that Ms. Hamling turn over all corporate assets of Fired Up For Kids to the Executive Committee such that it could continue operations of the organization. 21. Ms. Hamling submitted her letter of resignation from Fired Up For Kids, Inc. to the Executive Committee on September 21, 2011. However, she continues to maintain control over all Fired Up For Kids assets, including control over its operating account as well as its calendar inventory and intellectual property. 22. On November 9, 2011, Ms. Hamling issued a press release through her attorneys stating that Fired Up for Kids is a for-profit company, and that she is the sole owner. However, Fired Up For Kids continues to be registered with the Colorado Secretary of State as a nonprofit corporation. 23. Similarly, the Fired Up For Kids website language has been changed to state that it is simply an organization as opposed to a Denver-based nonprofit organization, and to state that Fired Up For Kids donates only a portion of the proceeds it receives from special events and sales of The Colorado Firefighter Calendar to The Childrens Hospital Burn Center. 24. The members of the Fired Up For Kids Executive Committee consequently have formed another nonprofit corporation, Colorado Firefighter Calendar, Inc., the purpose of which is substantially similar to that of Fired Up For Kids as stated in its Articles of Incorporation, attached hereto as Exhibit B.

FIRST CLAIM FOR RELIEF (Judicial Dissolution Due to Obtaining Articles of Incorporation Through Fraud) 25. Plaintiff incorporates herein by reference all of the allegations contained in Paragraphs 1 through 24 of this Complaint. 26. Through the above-described conduct, Fired Up For Kids obtained its Articles of Incorporation through fraud. Specifically, it represented to the Colorado Secretary of State that it was filing Articles of Incorporation as a nonprofit corporation when, in fact, its president and founder operated the organization as a forprofit corporation. Additionally, in its Articles of Incorporation, Fired Up For Kids represented that Alison Heller was a member of the original board of directors when she was never a member of the board of directors. SECOND CLAIM FOR RELIEF (Judicial Dissolution Due to Nonprofit Corporation Continuing to Exceed or Abuse the Authority Conferred Upon It By Law) 27. Plaintiff incorporates herein by reference all of the allegations contained in Paragraphs 1 through 26 of this Complaint. 28. Through the above-described conduct, Fired Up For Kids is continuing to exceed and abuse the authority conferred upon it by law. Specifically, Fired Up For Kids incorporated as a nonprofit corporation and represented itself to the public as a nonprofit, tax-exempt charitable organization, but operated as a for-profit corporation and used funds raised from the public for private inurement. RELIEF REQUESTED WHEREFORE, Plaintiff prays for judgment against the Defendant and the following relief: A. Pursuant to Colo. Rev. Stat. 7-134-304(1), an order entering a decree that dissolves Fired Up For Kids, Inc. B. An order compelling a full and complete accounting of Fired Up For Kids, Inc.s assets. C. An order directing the winding up and liquidation of Fired Up for Kids activities in accordance with Colo. Rev. Stat. 7-134-105 including, but not limited to, transferring Fired Up For Kids assets to Colorado Firefighter Calendar, Inc., a Colorado nonprofit corporation with a substantially similar purpose to that of the purpose stated in Fired Up For Kids Articles of Incorporation.

D. An order directing the giving of notice to claimants in accordance with Colo. Rev. Stat. 7-90-911 and 912. E. Any such further orders as the Court may deem just and proper to effectuate the purposes of the Colorado Revised Nonprofit Corporations Act, and to protect Fired Up For Kids, Inc.s assets. Dated this 15th day of December, 2011. JOHN W. SUTHERS Attorney General

/s Alissa H. Gardenswartz ALISSA H. GARDENSWARTZ, 36126* Assistant Attorney General

Consumer Protection Section Attorneys for Plaintiff *Counsel of Record
Pursuant to C.R.C.P. 121, 1-26(9), the original of this document with original signatures is maintained in the offices of the Colorado Attorney General, 1525 Sherman Street, Denver, CO 80203, and will be made available for inspection by other parties or the Court upon request.

Document processing fee If document is filed on paper $125.00 If document is filed electronically $ 25.00 Fees & forms/cover sheets are subject to change. To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center. Paper documents must be typewritten or machine printed.

Colorado Secretary of State Date and Time: 11/27/2007 05:56 PM Id Number: 20071539150 Document number: 20071539150

ABOVE SPACE FOR OFFICE USE ONLY

Articles of Incorporation for a Nonprofit Corporation

filed pursuant to 7-90-301, et seq. and 7-122-101 of the Colorado Revised Statutes (C.R.S) 1. Entity name:

Fired Up For Kids, Inc. ______________________________________________________

(The name of a nonprofit corporation may, but need not, contain the term or abbreviation corporation, incorporated, company, limited, corp., inc., co. or ltd. 7-90-601, C.R.S.)

2. Use of Restricted Words (if any of these

terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box):

bank or trust or any derivative thereof credit union savings and loan insurance, casualty, mutual, or surety

3. Principal office street address:

620 16th Street, Suite 200 ______________________________________________________

(Street name and number)

______________________________________________________

80202 Denver __________________________ CO ____ ____________________

(City)

_______________________
(Province if applicable)

United States ______________

(Country if not US)

(State)

(Postal/Zip Code)

4. Principal office mailing address:

(if different from above)

______________________________________________________
(Street name and number or Post Office Box information)

______________________________________________________ __________________________ ____ ____________________

(City) (State) (Postal/Zip Code)

_______________________
(Province if applicable)

______________
(Country if not US)

5. Registered agent:

(if an individual):

____________________ ______________ ______________ _____

(Last) (First) (Middle) (Suffix)

OR (if a business organization):

National Registered Agents, Inc. ______________________________________________________

6. The person appointed as registered agent in the document has consented to being so appointed. 7. Registered agent street address:

1535 Grant Street, Suite 140 ______________________________________________________

(Street name and number)

______________________________________________________

Denver __________________________
(City)

CO
(State)

80203 ____________________
(Postal/Zip Code)

8. Registered agent mailing address:

(if different from above)
ARTINC_NPC

______________________________________________________
(Street name and number or Post Office Box information) Page 1 of 3 Rev. 11/16/2005

EXHIBIT A

______________________________________________________ __________________________ ____ ____________________

(City) (State) (Postal/Zip Code)

_______________________
(Province if applicable)

______________
(Country if not US)

9. If the corporations period of duration is less than perpetual, state the date on which the period of duration expires: ______________________
(mm/dd/yyyy)

10. (Optional) Delayed effective date: 11. Name(s) and address(es) of (if an individual) incorporator(s): OR (if a business organization)

______________________
(mm/dd/yyyy)

Kirsten Hamling ____________________ ______________ ______________ _____

(Last) (First) (Middle) (Suffix)

______________________________________________________

620 16th Street, Suite 200 ______________________________________________________

(Street name and number or Post Office Box information)

______________________________________________________

Denver 80202 __________________________ CO ____________________ ____

(City)

_______________________
(Province if applicable)

United States ______________

(Country if not US)

(State)

(Postal/Zip Code)

Batts Jackie (if an individual) ____________________ ______________ ______________ _____

(Last) (First) (Middle) (Suffix)

OR (if a business organization) ______________________________________________________

620 16th Street, Suite 200 ______________________________________________________

(Street name and number or Post Office Box information)

______________________________________________________

Denver 80202 __________________________ CO ____________________ ____

(City)

_______________________
(Province if applicable)

United States ______________

(Country if not US)

(State)

(Postal/Zip Code)

Moore Meme (if an individual) ____________________ ______________ ______________ _____

(Last) (First) (Middle) (Suffix)

OR (if a business organization) ______________________________________________________

620 16th Street, Suite 200 ______________________________________________________

(Street name and number or Post Office Box information)

______________________________________________________

Denver 80202 __________________________ CO ____________________ ____

(City)

_______________________
(Province if applicable) (If more than three incorporators, mark this box incorporators.) ARTINC_NPC

United States ______________

(Country if not US)

(State)

(Postal/Zip Code)

and include an attachment stating the names and addresses of all

Page 2 of 3

EXHIBIT A

Rev. 11/16/2005

12. The nonprofit corporation is formed under the Colorado Revised Nonprofit Corporation Act. 13. The corporation will OR will not have voting members.

14. A description of the distribution of assets upon dissolution is attached. 15. Additional information may be included pursuant to 7-122-102, C.R.S. and other organic statutes. If and include an attachment stating the additional information. applicable, mark this box Notice: Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered. 16. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:

Lemus Tania ____________________ ______________ ______________ _____

(Last) (First) (Middle) (Suffix)

7083 Hollywood Blvd., Ste. 180 ______________________________________________________

(Street name and number or Post Office Box information)

______________________________________________________

Los Angeles __________________________ CA ____________________ ____ 90028

(City)

_______________________
(Province if applicable)

United States ______________

(Country if not US)

(State)

(Postal/Zip Code)

(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box name and address of such individuals.) and include an attachment stating the

Disclaimer: This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the users attorney.

ARTINC_NPC

Page 3 of 3

EXHIBIT A

Rev. 11/16/2005

Attachment to Articles of Incorporation of Fired Up For Kids, Inc. Additional members of the initial Board of Directors are: Name of DirectorAddress Kirsten Hamling765 Olive Street, Denver, CO 80220 Alison Heller 765 Olive Street, Denver, CO 80220

EXHIBIT A

Attachment to Articles of Incorporation of Fired Up For Kids, Inc.

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code. This Corporation shall be a nonprofit corporation. The specific purposes for which this corporation is organized are: raising funds for The Children's Hospital Burn Center and other burn centers through the sales of Firefighter calendars. Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed 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 a court of competent 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 said court shall determine, which are organized and operated exclusively for such purposes No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this 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. No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that this 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 these articles.

EXHIBIT A

Notwithstanding any other provision of these articles, 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)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. All references to sections of the Internal Revenue Code shall include such sections as of the date hereof and the corresponding section of any future federal tax code.

EXHIBIT A

Document must be filed electronically. Paper documents will not be accepted. Fees & forms are subject to change. For more information or to print copies of filed documents, visit www.sos.state.co.us.

Colorado Secretary of State Date and Time: 11/08/2011 07:46 PM ID Number: 20111622566 Document number: 20111622566 Amount Paid: $20.00
ABOVE SPACE FOR OFFICE USE ONLY

Articles of Incorporation for a Nonprofit Corporation

filed pursuant to 7-122-101 and 7-122-102 of the Colorado Revised Statutes (C.R.S.) 1. The domestic entity name for the nonprofit corporation is

Colorado Firefighter Calendar, Inc. ______________________________________________________.

(Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.)

2. The principal office address of the nonprofit corporations initial principal office is Street address

6400 S. Fiddlers Green Circle ______________________________________________________ Suite 1000 ______________________________________________________

CO 80111 Greenwood Village __________________________ ____ ____________________
(City) (Province if applicable) (State) (Country) (ZIP/Postal Code) (Street number and name)

United States _______________________ ______________

Mailing address
(leave blank if same as street address)

______________________________________________________
(Street number and name or Post Office Box information)

______________________________________________________ __________________________ ____ ____________________

(City) (Province if applicable) (State) (Country) (ZIP/Postal Code)

_______________________ ______________. 3. The registered agent name and registered agent address of the nonprofit corporations initial registered agent are Name (if an individual) OR (if an entity) Street address ______________________________________________________
(Caution: Do not provide both an individual and an entity name.)

Gehris F. Bernard ____________________ ______________ ______________ _____

(Last) (First) (Middle) (Suffix)

6400 S. Fiddlers Green Circle ______________________________________________________

Suite 1000 ______________________________________________________
(Street number and name)

Greenwood Village __________________________

(City)

CO
(State)

80111 ____________________
(ZIP Code)

ARTINC_NPC

Page 1 of 3

Rev. 10/31/2011

EXHIBIT B

Mailing address
(leave blank if same as street address)

______________________________________________________
(Street number and name or Post Office Box information)

______________________________________________________ __________________________
(City) (The following statement is adopted by marking the box.)

CO
(State)

____________________.
(ZIP Code)

The person appointed as registered agent above has consented to being so appointed. 4. The true name and mailing address of the incorporator are Name (if an individual) OR (if an entity) Mailing address ______________________________________________________
(Caution: Do not provide both an individual and an entity name.)

Welter Andrea E. ____________________ ______________ ______________ _____

(Last) (First) (Middle) (Suffix)

6400 S. Fiddlers Green Circle ______________________________________________________

Suite 1000 ______________________________________________________
CO 80111 Greenwood Village __________________________ ____ ____________________ United States _______________________ ______________.
(Province if applicable) (Country) (City) (State) (ZIP/Postal Code) (Street number and name or Post Office Box information)

(If the following statement applies, adopt the statement by marking the box and include an attachment.)

The corporation has one or more additional incorporators and the name and mailing address of each additional incorporator are stated in an attachment. 5. (If the following statement applies, adopt the statement by marking the box.) The nonprofit corporation will have voting members.

6. (The following statement is adopted by marking the box.)

Provisions regarding the distribution of assets on dissolution are included in an attachment. 7. (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains additional information as provided by law. 8. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has
significant legal consequences. Read instructions before entering a date.)
(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)

The delayed effective date and, if applicable, time of this document is/are __________________________.
(mm/dd/yyyy hour:minute am/pm)

Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.
ARTINC_NPC Page 2 of 3 Rev. 10/31/2011

EXHIBIT B

This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered. 9. The true name and mailing address of the individual causing the document to be delivered for filing are

Andrea E. Welter ____________________ ______________ ______________ _____

(Last) (First) (Middle) (Suffix)

6400 S. Fiddlers Green Circle ______________________________________________________

Suite 1000 ______________________________________________________ Greenwood Village CO 80111 __________________________ _____ ____________________

(City) (Province if applicable) (State) (Country) (ZIP/Postal Code)

(Street number and name or Post Office Box information)

United States _______________________ ______________.

(If the following statement applies, adopt the statement by marking the box and include an attachment.)

This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the users legal, business or tax advisor(s).

ARTINC_NPC

Page 3 of 3

Rev. 10/31/2011

EXHIBIT B

ARTICLES OF INCORPORATION OF COLORADO FIREFIGHTER CALENDAR, INC. a Colorado Nonprofit Corporation The individual named below causes these Articles of Incorporation to be delivered to the Colorado Secretary of State for filing pursuant to 7-122-102 of the Colorado Revised Nonprofit Corporation Act, Articles 121 to 137 of Title 7 of the Colorado Revised Statutes, and states as follows: ARTICLE I. NAME 1.1 NAME. The name of the corporation is Colorado Firefighter Calendar, Inc. ARTICLE II. REGISTERED AGENT AND OFFICES 2.1 REGISTERED OFFICE AND AGENT. The street address of the initial registered office of the corporation is 6400 S. Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111. The name of the corporation's initial registered agent at such address is Bernard F. Gehris. 2.2 PRINCIPAL OFFICE. The address of the corporation's initial principal office is 6400 S. Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111. ARTICLE III. INCORPORATOR 3.1 INCORPORATOR. The name and address of the incorporator is: Andrea E. Welter, 6400 S. Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111 ARTICLE IV. EFFECTIVE DATE AND DURATION 4.1 EFFECTIVE DATE. Pursuant to Colo. Rev. Stat. 7-90-304(1)(a), the corporate existence of this corporation shall begin at the time of filing on the date these Articles of Incorporation are filed. 4.2 DURATION. The corporation shall have perpetual existence. ARTICLE V. MEMBERS 5.1 The corporation shall have no voting or nonvoting members. ARTICLE VI. BOARD OF DIRECTORS 6.1 GENERAL POWERS. Except as otherwise provided in these Articles of Incorporation, the control and management of the affairs of the corporation and the disposition of
1

EXHIBIT B

its funds and property shall be solely vested in the Board of Directors. The number of directors, classification, if any, terms of office and manner of election or appointment shall be as provided in the Bylaws of the corporation. 6.2 INITIAL BOARD. After Incorporation, the incorporator shall elect an initial Board of Directors. Until the initial Board of Directors has been elected and shall qualify, the incorporator shall serve as the sole director of the corporation and shall have all of the powers and authority and shall perform all the duties of the Board of Directors. 6.3 NO CUMULATIVE VOTING. Cumulative voting shall not be allowed in the election of Directors. 6.4 DIRECTOR LIABILITY. The personal liability of a Director to the corporation or to its members for monetary damages for breach of fiduciary duty as a Director is limited to the fullest extent permitted by the Colorado Revised Nonprofit Corporation Act as it exists or may hereafter be amended. ARTICLE VII. PURPOSES AND POWERS 7.1 PURPOSES. The corporation is organized exclusively for charitable, religious, educational and/or scientific purposes within the meaning of 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue Law (Code). Subject to the foregoing, the specific purposes of this corporation shall include: 7.1.1 To raise funds to support the care and treatment of burn center patients at The Childrens Hospital and other burn centers throughout Colorado. 7.1.2 7.1.3 To raise funds to support the Children's Hospital Colorado Foundation. To educate and promote the importance and awareness of fire safety.

7.1.4 To engage in such activities as shall be set forth in the Bylaws which will assist in the accomplishment of those purposes immediately aforementioned. 7.2 GENERAL PURPOSES. In support of the express purposes set forth above, the corporation is authorized to conduct any or all lawful affairs, not required to be specifically stated in these Articles of Incorporation, for which nonprofit corporations may be incorporated under the laws of the State of Colorado, but limited to those activities that are within the scope of permissible activities under Code 501(c)(3). 7.3 ACTIONS. In support of the express purposes set forth above, the corporation is authorized to receive and administer funds and other contributions within the scope of the abovestated purposes and for promoting charitable, religious, educational and/or scientific purposes within the meaning of Code 501(c)(3) and, to that end, to hold any property, or any undivided interest therein, without limitation as to amount or value; to dispose of any such property; to
2

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invest, reinvest, or deal with the principal or the income in such manner as, in the judgment of the Board of Directors, will best promote the purposes of the corporation without limitation, except such limitations, if any, as may be contained in the instrument under which property is received, these Articles of Incorporation, the Bylaws of the corporation, or any applicable laws; and to do any other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its Directors or Officers. 7.4 POWERS. In furtherance of the foregoing purposes and objectives and subject to the restrictions and limitations contained in these Articles of Incorporation, the corporation shall have and may exercise all such powers as are expressly or impliedly conferred upon nonprofit corporations organized under the laws of the State of Colorado provided the same are not inconsistent with the laws under Code 501(c)(3). 7.5 RESTRICTIONS ON POWER.

7.5.1 The corporation is empowered to finance all of its operations through all lawful means. However, it is forbidden to engage, except to an insubstantial extent of its activities, in any activity which is not permitted to be carried on by a corporation exempt from Federal Income Tax under Code 501(c)(3). 7.5.2 No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, any member, director or officer of the corporation or any private individual, except that reasonable compensation may be paid for services rendered to or for the corporation in furtherance of one or more of its purposes. 7.5.3 No substantial part of the activities of the corporation shall involve the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervention in, (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. 7.5.4 Notwithstanding any other provision of these Articles of Incorporation, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Code 501(c)(3), or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under 170(c)(2) of the Code, or corresponding section of any future federal tax code. ARTICLE VIII. DISSOLUTION 8.1 DISSOLUTION. This corporation may be dissolved by resolution of a majority of its Directors. 8.2 DISTRIBUTION UPON DISSOLUTION. Upon the voluntary or involuntary dissolution of the corporation, the Directors shall, after paying or making provision for payment of all of the liabilities of the corporation, dispose of all assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations
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organized and operated exclusively for charitable, educational, religious, scientific, or public welfare purposes as shall at the time qualify as an exempt organization or organizations under Code 501(c)(3), as the Board of Directors shall determine. ARTICLE IX. BYLAWS 9.1 BYLAWS. The Board of Directors shall have the power to make such Bylaws as it may deem proper for the management of the affairs of the corporation, so long as such Bylaws are consistent with the law and these Articles of Incorporation. ARTICLE X. CHANGE IN ARTICLES OF INCORPORATION 10.1 CHANGE IN ARTICLES OF INCORPORATION. The Board of Directors shall have the right from time to time on the majority vote of the Directors in office to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or subsequently prescribed by statute, except that no amendment, alteration, change or repeal shall be made which shall: (i) Amend, alter, change or repeal the restrictions set forth in Articles 7 and 8, unless the Code is changed so that amending, altering, changing, or repealing such restrictions would not disqualify the corporation for federal income tax exemption under Section 501(c)(3) of the Code or as an organization to which contributions are deductible under Sections 170, 642, 2055, and 2522 of the Code. (ii) Operate to permit the use, application, or disbursement of any of the principal or income of the corporate property for any purpose other than those expressly provided for in these Articles of Incorporation, or other than exclusively for the purposes for which the corporation is organized. (iii) Operate to permit the principal or income of any bequest, devise, grant, gift, or contribution to this corporation to be used contrary to the conditions or restrictions contained in any such bequest, devise, grant, gift or contribution.

ARTICLE XI. INDEMNIFICATION 11.1 The corporation shall indemnify, to the fullest extent permitted by applicable law in effect from time to time, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys fees) incurred by reason of the fact that he/she is or was a director, officer or volunteer of the corporation or, while serving as a director, officer or volunteer of the corporation as a director, officer, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity. 11.2 The corporation shall also indemnify any person who is serving or has served the corporation as a director, officer, employee, fiduciary, or agent, and that persons estate and
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personal representative, to the extent and in the manner provided in any bylaw, resolution of the Board of Directors, contract, or otherwise, so long as such provision is legally permissible. 11.3 The foregoing rights of indemnification shall not be exclusive of other rights to which he/she may be entitled to under applicable state law. 11.4 Any repeal or modification of this Article 11 by the Board of Directors shall not adversely affect any right or protection of any person entitled to indemnification under this Article 11 as in effect immediately prior to the repeal or modification, with respect to any liability that would have accrued, but for this Article 11, prior to the repeal or modification ARTICLE XII. INDIVIDUAL FILING ARTICLES 12.1 The name and mailing address of the individual who causes this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, is Andrea E. Welter, 6400 S. Fiddlers Green Circle, Suite 1000, Greenwood Village, CO 80111.

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