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Articles of Incorporation Per Haw. Rev. Stat. 421C-11.

5 Name This cooperative corporation shall be known as The Hawaii Independent Cooperative Press, 537 Cummins St, Honolulu, Hawaii 96814. Purpose The purpose of the Hawaii Independent Cooperative Press is to: * engage in acts of civic journalism; * elevate public discourse; * engage in business practices typical of any business incorporated in Hawaii; Powers The powers of the Hawaii Independent Cooperative Press are to: • Produce, purchase, own, use, sell, and/or distribute media content; • Hold intellectual, real, and/or personal property; • To assume debt and/or hold others in debt. In pursuit of these powers, the Cooperative may engage in any practices typical of any business incorporate in Hawaii. Duration The duration of the Hawaii Independent Cooperative Press shall be perpetual. Incorporation The Hawaii Independent Cooperative Press is incorporated pursuant to Hawaii Revised Statutes Chapter 421C by Publisher and President, Ikaika Michael Hussey, 537 Cummins St,

Honolulu, Hawaii 96814. Membership Membership in the Hawaii Independent Cooperative Press is based on ownership of at least one share of common stock. Membership in this Cooperative shall be limited to human persons. The Cooperative reserves the right to refuse membership to any prospective member, consistent with the requirements of Haw. Rev. Stat. 421C. Each member shall have one vote in the affairs of the Cooperative, regardless of number of shares owned. Every member shares a duty of loyalty to the Cooperative, and shall support the Cooperative in good faith. Members may also enjoy other benefits as determined by the Board of Directors. Board of Directors The Hawaii Independent Cooperative Press shall be directed by a Board of 15 individuals, who are elected by the Cooperative membership on an annual basis. Voting shall be done electronically, based on one member, one vote. The initial Board of Directors shall be comprised of 9 members serving 3-year terms. Thereafter, all Directors shall serve staggered terms of 3 years. The initial Board of Directors consists of: Ikaika Hussey, Herb Hussey, Kimo Campbell, Niklaus Schweitzer, Daniel Nahoopii, John Witeck, Chris Conybeare, Tanna Hee, and Bernard Paloma. The Board of Directors shall convene at least once per calendar year and may convene as often as necessary to direct the business of the Cooperative with adequate notice to the

membership. The Board of Directors have the authority to hire and direct the president of the Cooperative. Indemnification and Limited Liability The Cooperative shall limit its liability to the extent legally allowed. The Cooperative may, to the extent legally permissible, indemnify each of its present and former members, Directors, agents, and employees (“Covered Persons”) against all expenses and liabilities that a Covered Person has reasonably incurred in connection with or arising out of any action or threatened action, suit, or proceeding in which a Covered Person may be involved by reason of being or having been a Covered Person. Such expenses and liabilities shall include, but not be limited to, judgments, court costs, attorney’s fees, and reasonable settlements. The foregoing indemnification provisions shall not be exclusive of other rights to which a Covered Person may be entitled to as a matter of law. Settlement of Disputes In any dispute between the Corporation and any of its members or former members that cannot be resolved through informal negotiation, it shall be the policy of the Corporation to first use mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually acceptable settlement. No party with a grievance against the other shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in good faith. Termination of Membership Members wishing to withdraw from the Cooperative may do so at any time and receive a full refund of paid-in capital. The Cooperative reserves 30 days to repay the paid-in capital.

The Board of Directors reserves the right to terminate any membership. Whenever the Board of Directors, by resolution, finds that a member has (a) intentionally or repeatedly violated any Article or Bylaw of this Cooperative, or (b) breached any contract with this Cooperative, or (c) willfully obstructed any lawful purpose or activity of this Cooperative; then in any such event, the Board of Directors, in its sole discretion, may terminate the membership of that member. Upon termination of membership, all voting rights and other rights of membership shall automatically cease. No action taken hereunder shall impair the obligations or liabilities of either party under any other contract that may exist with Cooperative or as provided by any other law or right. Dissolution Dissolution of the Hawaii Independent Cooperative Press shall be decided by current members of the Cooperative at an annual or special meeting of the membership. Dissolution requires a a 2/3 majority vote and proper notice, including announcement of the meeting, the agenda, and explanation of the proposed dissolution. Upon dissolution or final liquidation of this Cooperative, its assets shall be distributed in the following order or priority: Salaries and wages owed to employees through the date of liquidation. All creditors of the Cooperative, including bank loans, personal loans, and trade accounts payable that have arisen in the normal course of business. All class A shareholders, including both shareholder equity and cumulative preferred dividends on account as of the date of liquidation. Any remaining assets shall be distributed equitably to all class B

shareholders based on the amount of total stock owned by members. No changes may be made to the foregoing basis for distribution of assets upon liquidation of the Cooperative. The private property of the members of the Cooperative shall not be subject to the payment of cooperative debts and no member shall be individually liable or responsible for any debts or liabilities of the Cooperative. Interpretation and Amendment The Board of Directors shall interpret the meaning of all articles and bylaws. In the event that any provision of these articles is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed inoperative to such extent and shall be deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these articles. These articles may be amended or repealed by vote of current members at an annual or special membership meeting. Amendment or repeal requires a 2/3 majority vote and proper notice, which includes announcement of the meeting, the agenda, and a copy or summary of the proposed amendment or repeal.