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CERTIFICATE OF MERGER

OF

AMERICAN ASSOCIATION OF UNIVERSITY WOMEN BUFFALO BRANCH, INC.

INTO

EDUCATION ACCOUNTS AND CHARITABLE PROJECTS, AMERICAN ASSOCIATION

OF UNIVERSITY WOMEN BUFFALO BRANCH, INC. ______

UNDER SECTION 904 OF THE NOT-FOR-PROFIT

CORPORATION LAW

The undersigned, Anastasia Johnson, being the Presidentof AMERICAN ASSOCIATION OF UNIVERSITY WOMEN BUFFALO BRANCH, INC., and Anastasia Johnson, being the Presidentof EDUCATION ACCOUNTS AND CHARITABLE PROJECTS, AMERICAN ASSOCIATIONOF UNIVERSITY WOMEN BUFFALO BRANCH, INC., hereby certify:

1.The constituent corporations to the merger are as follows:

a.AMERICAN ASSOCIATION OF UNIVERSITY WOMEN BUFFALO BRANCH, INC., a New York not-for-profit corporation;

b.EDUCATION ACCOUNTS AND CHARITABLE PROJECTS, AMERICAN ASSOCIATIONOF UNIVERSITY WOMEN BUFFALO BRANCH, INC., a New York not-for-profit corporation.

2.The name of the surviving corporation is EDUCATION ACCOUNTS AND CHARITABLE PROJECTS, AMERICAN ASSOCIATIONOF UNIVERSITY WOMEN BUFFALO BRANCH, INC.

3. The membership and holders of certificates evidencing capital contributions and subventions, including their number, classification, and voting rights, as to each constituent corporation, are as follows:

a.The Bylaws of AMERICAN ASSOCIATION OF UNIVERSITY WOMEN BUFFALO BRANCH, INC.provide that it has one class of voting member, each with one vote, and two classes of non-voting members: (i) student affiliate members and (ii) friend members. It currently has 210 voting members, 1 student affiliate member, and 1 friend member. There are no holders of certificates evidencing any capital contribution or subvention.

b.The Bylaws of EDUCATION ACCOUNTS AND CHARITABLE PROJECTS, AMERICAN ASSOCIATIONOF UNIVERSITY WOMEN BUFFALO BRANCH, INC. provide that it will have one class of members, who shall be the voting members of American Association of University Women Buffalo Branch, Inc. It currently has 210 members.There are no holders of certificates evidencing any capital contribution or subvention.

4.The merger will amend the Certificate of Incorporation of Education Accounts and Charitable Projects, American Association of University Women Buffalo Branch Inc. to change the name of the corporation to American Association of University Women Buffalo Branch Inc., and to change the purposes of the corporation to:

  1. To promote gender equity, lifelong learning, and positive societal change through community programs for continuing education, scholarships, interest free loans, and support for non-profit educational organizations;
  1. To provide a forum for graduates of different educational institutions to promote intellectual growth, individual worth, and development of opportunities for all people, especially women and girls; and
  1. To contribute to the growth and advancement of the educational policies and programs of AAUW (also known as American Association of University Women).

5.The dates on which the certificate of incorporation of each of the constituent corporations was filed with the New York Department of State are as follows:

a.The certificate of incorporation of American Association of University Women Buffalo Branch Inc.was filed on January 29, 1932 and extended on May 18, 1935;

b.The certificate of incorporation of Education Accounts and Charitable Projects, American Association of University Women Buffalo Branch Inc. was filed on November 5, 2002.

6.The merger was authorized with respect to each of the constituent corporations in the following manner:

a.For American Association of University Women Buffalo Branch Inc., a plan of merger was approved by the board of directors of the corporation on May 10, 2010 at a meeting duly called and at which a quorum was present. The plan of merger was then approved by the members of the corporation at a meeting on May 15, 2010 duly called and at which a quorum was present.

b.For Education Accounts and Charitable Projects, American Association of University Women Buffalo Branch Inc., a plan of merger was approved by the board of directors of the corporation on May 10, 2010 at a meeting duly called and at which a quorum was present. The plan of merger was then approved by the members of the corporation at a meeting on May 15, 2010 duly called and at which a quorum was present.

7.The effective date of the merger shall be the date this Certificate of Merger is filed with the Department of State.

IN WITNESS WHEREOF, the undersigned have, on behalf of each constituent corporation, subscribed this certificate and hereby affirm it as true under penalties of perjury this _____ day of ______, 2010.

American Association of University Women Buffalo Branch Inc.

By______

Name:Anastasia Johnson

Title:President

Education Accounts and Charitable Projects, American Association of University Women Buffalo Branch Inc.

By______

Name:Anastasia Johnson

Title:President