ARTICLES OF INCORPORATION

OF

VOLUNTEERS IN MEDICINE-San Diego, INC.

The undersigned, of the age of eighteen (18) years or over, for the purpose of forming a nonprofit, public benefit corporation pursuant to the provisions of California State Law hereby certify and adopt the following Articles of Incorporation:

1. The name of the Corporation is Volunteers in Medicine-San Diego, Inc. (hereinafter the “Corporation”).

2. The Corporation shall have members whose qualifications shall be set forth in the Bylaws of the Corporation.

3. General Purposes: 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 public and charitable purposes. The name and address in this state of the corporation's initial agent for service of process in accordance with subdivision (b) of Section 6210 is Gresham Bayne MD, Incorporator, 3410 Trumbull Street, San Diego, California 92106.

A. The Corporation is incorporated for charitable, scientific and educational purposes within the meaning of Section 501 ( c )(3) of the Internal Revenue Code of 1986 ( the “Code”) or any other corresponding provisions of any subsequent federal tax laws including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under said section. No part of the corporations assets, net earnings, income or profit shall inure to the benefit of, or be distributable to, any director, trustee, officer, manager, or employee of the Corporation or any private person; provided, however, that the Corporation shall be authorized and empowered to pay reasonable compensation to any person for services rendered to the Corporation and to make distributions in furtherance of the Corporation’s charitable, scientific and educational purpose. No substantial part of the activities of the Corporation shall be for the purpose of carrying on of propaganda, or otherwise attempting to influence legislation (except to the extent permitted by section 501 (h) of the code if the Corporation makes an election thereunder) and the Corporation shall not participate in or intervene in (including the publishing or the distributing of statements in connection with) any political campaign on behalf of or in opposition to any candidate for public office. The Corporation shall not participate in, or intervene in (including in publishing or distribution of statements) any political campaign on behalf of any public office. Notwithstanding any other provision of this Certificate of Incorporation, the Corporation shall not carry on activities not permitted to be carried on by an organization exempt from federal tax under Section 501 (a) of the Code and described in Section (c)(3) of the Code, or the corresponding provisions of any subsequent federal tax laws, contributions to which are deductible under Section 170 (c)(2) of the Code or the corresponding provisions of any subsequent federal tax laws (hereinafter referred to as “Exempt Organizations”). The Corporation does not contemplate pecuniary gain or profit, incidental or otherwise.

B. Specific Purposes: The specific purposes of the Corporation shall be to understand and serve, in a not-for-profit free clinic, the health and wellness needs of the immediate household families of the medically uninsured who live and/or work in San Diego, California. Its further purposes shall be to purchase, lease or acquire both real and personal property; receive and administer donations of all kinds; receive by purchase, gift, bequest or in any other lawful manner, any real or personal property; and to hold, use, manage, operate, lease, convey, invest and dispose of by gift, sale, lease or otherwise, such property in any lawful manner, for the furtherance of its general purposes including, without limitation, the establishment and administration of any trust funds, employment of personnel as necessary, commensurate with their professional abilities; and the ownership, erection and administration of physical facilities incident to the accomplishment of these purposes; and to do and perform any and all acts reasonably incident to the above purposes.

4. The method of electing trustees shall be as set forth in the Bylaws of the Corporation.

5. The number of trustees constituting the first board shall be fifteen (15). The names and addresses of the persons who are to serve as trustees will be determined at the first organizational meeting following incorporation.

6. In accordance with Section 508 (e) of the Code, if in any taxable year the Corporation is a private foundation as defined in Section 509 of the Code, then in such year;

A. The Corporation shall distribute such amounts for each taxable year at such time and in such manner so as not to subject the Corporation to tax on undistributed income under Section 4942 of the Code;

B. The Corporation shall not engage in any of self-dealing which is subject to tax under Section 4941 of the Code;

C. The Corporation shall not retain any excess business holdings which are subject to tax under Section 4943 of the Code:

D. The Corporation shall not make any investments in such manner so as to subject the Corporation to tax under Section 4944 of the Code; and

E. The Corporation shall not make any taxable expenditures, which are subject to tax under Section 4945 of the Code.

7. Upon the dissolution of the Corporation, all of the remaining assets of the Corporation shall, after payments or adequate provision for the payment of all of the Corporations liabilities and expenses has been made, be distributed in furtherance of the Corporation’s charitable, scientific and educational purposes; to one or more other charitable, scientific or educational organizations as are then in good standing and qualifying under Section 501 (c)(3) of the Code, or to the Federal, State and/or local governments for a related public purpose, in such proportions as the Board of Trustees of the Corporation shall determine.

8. A trustee or officer of the Corporation shall not be liable personally to the Corporation or its Members for damages for breach of any duty owed to the Corporation or its members, except that this provision shall not relieve a trustee or officer of the Corporation from liability for any breach if duty based upon an act or omission which:

i. Is in breach of such person’s duty of loyalty to the Corporation or its members; or

ii. Is not in good faith or involving a knowing violation of law; or

iii. Resulted in receipt by such person of any improper personal benefit.

9. The Articles of Incorporation shall become effective upon filing with the California Secretary of State.

10. The term for which the Corporation is to exist is perpetual.

In WITNESS WHEREOF, the undersigned incorporator has executed this Certificate of Incorporation this 7th day of March 2002.                                                                                              ____________________________

Gresham Bayne MD

Incorporator