ARTICLES OF ASSOCIATION
OF
WORTS OF WISDOM HOMEBREWING CLUB

Article 1

The name of this association is: Worts of Wisdom Homebrewing Club.

Article 2

The purposes for which this association is formed are:

2.1 The specific and primary purpose is to operate as an association
of natural persons for social and recreational purposes (within the
meaning of Section 501(c)(7) of the United States Internal Revenue
Code) who are interested in the hobby of homebrewing and who generally
reside in southern San Francisco Bay Area.

2.2 Any activities in which this association may engage in furtherance
of its specific primary purposes shall be conducted (1) in accordance
with all statutes and other laws of the State of California applicable
to unincorporated nonprofit associations and (2) in such a manner as
to preserve the tax-exempt status of this association as provided by
the Internal Revenue Code of the United States and the Revenue and
Taxation Code of the State of California and any amendments thereto or
regulations thereunder.

2.3  The association shall have the following general purposes and powers:
(a)  To sue and be sued;
(b)  To make, perform, and carry out contracts of every kind for any 
lawful purpose;
(c) To receive real or personal property by devise, bequest, or gift;
to solicit, collect, receive, purchase, or otherwise acquire, hold,
and manage real or personal property, either absolutely or in trust;
to carry out the terms of any instrument under which property is
received;
(d) To convey, exchange, lease, mortgage, hypothecate, encumber,
transfer, or otherwise dispose of all property, real or personal;
(e) To do all other acts necessary or expedient for the administration
of the affairs and attainment of the purposes of the association.

Article 3

This association is organized as an unincorporated nonprofit
association and shall not be operated for pecuniary gain or profit nor
does it contemplate the distribution of gains, profits, or dividends
to its members; it is organized and shall be operated solely for
nonprofit purposes.  None of its profits or net income shall ever
inure to the benefit of any director, officer, member, private
shareholder, or individual.  Upon the winding up and dissolution of
this association, after paying or adequately providing for its debts
and obligations, the remaining assets shall be distributed to a
nonprofit fund, foundation, or corporation, selected by the directors
of this association, which has established its tax-exempt status under
either Sections 501(c)(3) or 501(c)(6) of the United States Internal
Revenue Code.

Article 4

The counties in the State of California in which the principal office
for the transaction of business of the association is located are the
County of Santa Clara and the County of San Mateo.

Article 5

The number of directors for this association shall be five (5).  The
names and addresses of the persons who are to act as the first
directors are as follows:
 
Name:                   Address:
Richard Pedretti-Allen  3389 Creighton Pl., Santa Clara, CA 95051
Russell Pencin          2040 W. Middlefield Rd., Mountain View, CA 94043
Poul Galle              155 Native Sons Road, Woodside, CA 94062 
Gary Henry              21876 Byrne Court, Cupertino, CA 95014 
Dean Grove              726 Elm Street, Redwood City, CA 94063
 
The number of directors provided for herein may be changed at any time
by amending the By-Laws duly adopted by the members of the association
in accordance with provisions of these Articles.

Article 6

The authorized number and qualifications of members of the
association, the different classes of membership, if any, and their
liability for dues and assessments and the method of collection
thereof shall be as set forth in the By-Laws.

Article 7

The By-Laws of the association and these Articles may be amended only
by the members of the association (1) at a meeting by the affirmative
vote of two-thirds of the members present entitled to vote or the
affirmative vote of two-thirds of the quorum as provided in the
By-Laws, whichever is larger, or (2) without a meeting by the written
vote or consent of two-thirds of the members entitled to vote.
 
IN WITNESS WHEREOF, for the purposes of forming this association, the
undersigned have executed these Articles of Association on this 10th
day of March 1995.
 
_________________________________
Richard Pedretti-Allen, President
 
_________________________________
Gary Henry, Secretary