The name of the Corporation is:

The initial registered office of the Corporation shall be at 3379 Peachtree Road, N.E., Suite 970, Atlanta, Fulton County, Georgia 30326. The initial registered agent of the Corporation at such address shall be Scott C. Withrow.

The mailing address of the initial principal office of the Corporation is ________________________________.

(1) The Corporation is organized and shall be operated exclusively for charitable purposes, and may engage in any lawful activities in furtherance of such charitable purposes.

(2) Notwithstanding any other provision of these articles, this organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.

(3) No part of the net earnings of the Corporation shall inure to the benefit of any director or officer of the Corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes), and no Director or officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the Corporation.

(4) Upon dissolution of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future Federal tax code, or shall be distributed to the Federal, state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction, in the county in which the principal office of the organization is then located, exclusively for such purposes.

The liability of a director of the Corporation to the Corporation or its members for monetary damages for breach of duty of care or other duty as a director shall be limited to the fullest extent permitted under the Georgia Nonprofit Corporation Code, as amended ("Code"); including, but not limited to, the provisions of Section 14-3-202(b)(4) of the Code, as amended.

The Corporation will have members. The members of the Corporation shall be entitled to vote on all matters permitted by applicable law.

Any action to be taken at a meeting of the members of the Corporation may be taken without a meeting if a written consent or consents, setting forth the action so taken, shall be signed by the persons who would be entitled to vote at a meeting having voting power to cast not less than the minimum number of votes that would be necessary to authorize or take action at a meeting at which all members entitled to vote were present and voted. Notice, as provided by the Code, shall be given of the taking of any such corporate action without a meeting by less than unanimous written consent to those members on the record date whose membership were not represented on the written consent.

The name and address of the incorporator is:

NAME ADDRESS

Scott C. Withrow 3379 Peachtree Road, N.E.

Suite 970

Atlanta, Georgia 30326

The Corporation is organized pursuant to the Georgia Nonprofit Corporation Code.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation.

Scott C. Withrow, Incorporator

These forms are made available for example purposes only. The forms must be tailored to the particular circumstances of each corporation. Consultation with competent corporate counsel is strongly recommended. Parties using these forms do so entirely at their own risk.

Please send any comments about this web site to wmo@mindspring.com, or contact Scott Withrow at 404-814-0200, fax 404-814-0009.

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Last updated by Scott Withrow on September 17, 1996