Certificate of Amendment of Articles of Incorporation

The undersigned certify that:

1. They are the president and the secretary of Piedmont Pines Neighborhood Association, a California corporation.
2. The classification of the Association is amended to read as follows:

   A California Nonprofit Public Benefit Corporation.

3. Article II of the Articles of Incorporation of this corporation is amended to read as follows:

A. 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 purposes.

B. The specific purpose of this corporation is to provide for all matters and things relating to the general advancement, development, benefit and welfare of Association Members.  It addresses environmental issues affecting residents, such as green space protection, safety issues such as school and pedestrian crossings and sidewalks, and emergency preparedness issues like earthquake and fire evacuation procedures.  The Association works to research, organize and act as a voice for its Members in all relationships with the City of Oakland, other government entities, and associated community organizations.

4. Article IV of the Articles of Incorporation of this corporation is amended to read as follows:

No part of the net earnings of this Corporation shall inure to the benefit of any private shareholder or individual, as defined for purposes of Section 501(c)(4) of the Internal Revenue Code of 1986.

5. The foregoing amendments of Articles of Incorporation have been duly approved by the Board of Directors.

6. The foregoing amendments of Articles of Incorporation have been duly approved by the required votes of the members.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Richard L. Spees, President
June 27, 2005

Charlotte Sharp, Secretary
June 27, 2005