On the high plateaus of Kekexili, at over 4,000 meters above sea level, Tibetan antelopes are being chased by a group of armed hunters. Along the winding coastline of Costa Rica, sea turtles protect their precious eggs with determined eyes. And in distant Sichuan, China, pandas wave their large arms as they board bamboo-filled airplanes to become diplomatic envoys. These daily occurrences touched the hearts of a group of high school students who came together to form a club dedicated to protecting and promoting awareness about endangered animals.

Between 2018 and 2019, under the leadership of the four founders Veran, Nexus，Max, Mike, this club in the San Diego area raised funds, promoted, and protected rare animals. They used income from small businesses to support animal education trips.

From 2020 to 2022, the COVID-19 pandemic had a widespread impact. Medical personnel were in short supply, many families faced reduced income, and homelessness increased. The four founders decided to shift the club’s focus towards helping vulnerable communities. They organized multiple events each year, using business operations and fundraising to provide supplies to healthcare workers and marginalized groups.

As we move into the post-pandemic era in 2023 and 2024, we see new societal issues emerging after years of lockdowns, inflation, and the rapid development of social media. Some children exhibit signs of autism spectrum disorders, while others have difficulty controlling anger and emotions. Some are deeply engrossed in the online world and struggle to communicate in society. This is particularly evident in Asian communities, where seeking help for such issues can be challenging and has led to unfortunate incidents. In response, the club has decided to shift its focus towards helping individuals with autism and depression.

Whether it’s rare animals, homeless individuals, or those dealing with autism and emotional instability, they all belong to vulnerable groups on our planet. The mission of Bamboo Club is to extend a warm hand and open arms to offer support and assistance to them.

FIRST: The name of the corporation is Bamboo Club (the “Corporation”).

SECOND: This Corporation is a nonprofit Public Benefit Corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for charitable purposes.

THIRD: The Corporation is a nonprofit corporation organized and operated exclusively to carry out religious, charitable, scientific, literary and educational purposes, as such terms are defined for purposes of section 501(c)(3) of the Internal Revenue Code of 1986, as amended from time to time, or the corresponding provision of any future United States internal revenue law (the “Code”).

The Corporation is empowered to use for such ends such agencies and means as from time to time may be expedient to the directors or found to be appropriate therefor, including by raising funds for such purposes.

The Corporation shall conduct its affairs and use and/or distribute its funds only in a manner consistent with the authority and powers granted to organizations which qualify under section 501(c)(3) of the Code.

FOURTH: The name and address in the State of California of this Corporation’s initial agent for service of process is:
NAME ADDRESS
Nexus Feng 12625 High Bluff Dr Unit 218
San Diego, CA 92130

FIFTH: The initial corporate address and mailing address of the Corporation is:
CORPORATE ADDRESS MAILING ADDRESS
750 B Street, Suite 2100
San Diego, CA 92101 PMB #1886
3525 Del Mar Heights Road
San Diego, CA 92130

SIXTH: The Corporation shall have the power to exercise all rights and powers conferred by the laws of the State of California upon corporations, including, but without limitation thereon, to solicit and receive gifts, devises, bequests and contributions, in any form, and to use, apply, invest and reinvest the principal and/or income therefrom or distribute the same for the purposes set forth in Article THIRD hereof.

SEVENTH: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, the Corporation’s directors or officers, but 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 set forth in Article THIRD hereof.

EIGHTH: No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise permitted by section 501(h) of the Code, provided the Corporation has made the appropriate election under that provision, and under any corresponding laws of the State of California), 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.

NINTH: Corporate existence shall commence on the date of filing of these Articles of Incorporation. The Corporation shall have perpetual existence.

TENTH: In the event of dissolution of the Corporation, no distribution of any of the property or assets of the Corporation shall be made to any director, trustee, officer or employee of the Corporation, or to any other private individual, and the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation, as described in Article THIRD hereof, in such manner, to such organization or organizations organized and operated exclusively for religious, charitable, scientific, literary or educational purposes, as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Code, as the Board of Directors of the Corporation shall determine. Any of such assets not so disposed of shall be disposed of by a court of competent jurisdiction, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

During such period, or periods, of time as the Corporation is treated as a private foundation pursuant to section 509 of the Code, the directors must distribute the Corporation’s income at such time and in such manner so as not to subject the Corporation to tax under section 4942 of the Code, and the Corporation is prohibited from engaging in any act of self-dealing (as defined in section 4941(d) of the Code), from retaining any excess business holdings (as defined in section 4943(c) of the Code) which would subject the Corporation to tax under section 4943 of the Code, from making any investments or otherwise acquiring assets in such manner so as to subject the Corporation to tax under section 4944 of the Code, and from making any taxable expenditures (as defined in section 4945(d) of the Code).
Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not directly or indirectly carry on any activity which would prevent it from obtaining exemption from Federal income taxation as a corporation described in section 501(c)(3) of the Code, or cause it to lose such exempt status, or carry on any activity not permitted to be carried on by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.

The Corporation shall not engage in any excess benefit transaction, as defined in section 4958 of the Code.

ELEVENTH: The Corporation may have one or more classes of members. The conditions of membership, if any, shall be stated in the By-laws of the Corporation.

TWELFTH: The number of directors which shall constitute the whole Board shall be fixed by, or in the manner provided in, the By-laws. The manner of election of the directors, their tenure of office and their duties and powers shall, except as otherwise provided in these Articles of Incorporation, be prescribed in the By-laws, which may also regulate the calling and holding of meetings of the Board of Directors. The registered agent for service of process may be changed from time to time by the Board of Directors of the Corporation.

THIRTEENTH: The Corporation shall indemnify its agents to the full extent permitted by sections 5238 — 5239 of the California Corporations Code, as amended from time to time.

I, the Undersigned, for the purpose of forming a corporation under the laws of the State of California, do make, file and record these Articles, and do certify that the facts herein stated are true, and we have accordingly set our hands this 22nd day of November 2019.