The Cooper House, Incorporated

AMENDED

ARTICLES OF INCORPORATION

OF

THE COOPER HOUSE, INCORPORATED

This is to certify that we, the undersigned, desire to and hereby do

associate to establish a corporation under the applicable provisions and subject to therequirements of Sections 13.1-201 through 13.1-296 of the 1950 Code of Virginia, asamended, and other applicable laws and statutes for such cases made and provided and we,by this, our Articles of Incorporation set forth as follows:

1. The name of the corporation is The Cooper House, Incorporated.

2. This corporation is organized exclusively for charitable, religious, andeducational purposes, including, for such purposes, the making of distributions toorganizations that qualify as exempt organizations under section 501(c) (3) of theInternal Revenue Code of 1954 (or the corresponding provision of any future UnitedStates Revenue Law).

3. No part of the net earnings of the corporation shall accrue to the benefitof, or be distributable to its members, trustees, officers, or other private persons,except that the corporation shall be authorized and empowered to pay reasonablecompensation for services rendered and to make payments and distributions in furtheranceof the purposes set forth in Item 4 hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influencelegislation, and the corporation shall not participate in, or intervene in (including thepublishing or distribution of statements) any political campaign on behalf of anycandidate for public office. Notwithstanding any other provision of these articles, the

corporation shall not carryon any other activities not. permitted to be carried on (a) bya corporation exempt from Federal income tax under section 501(c) (3) of the InternalRevenue Code of 1954 (or the corresponding provision of any future United States InternalRevenue law).

4. The purposes for which the corporation is organized are:

(a) To administer to the needs of all persons i~ a compassionate and Christianmanner, by providing necessary services to the community of Blacksburg, Virginia,as well as the university community of Virginia Polytechnic Institute and StateUniversity, Montgomery County, Virginia, and the surrounding area.

(b) To assist all individuals and groups as they struggle to grow in anunderstanding of themselves and of the human community.

(c) To assist all individuals and groups towards an achievement of a more

meaningful, dignified, and productive life.

(d) In addition, the corporation may carryon any business not prohibited by lawor required to be stated in these Articles.

5. The corporation shall be subject at all times to the constitution,

bylaws, code of ethics, and instructions of The Cooper House, Incorporated.

6. The corporation shall have perpetual existence.

7. There shall be one type of membership open to all persons who subscribe tothe purposes of the corporation. The application submitted must be accompanied by lettersof endorsement written by two unrelated members in good standing. The membership of thecorporation shall consist of those persons applying for membership in the corporation, and

paying such dues, if any, as are imposed by the Board of Directors. Each member shall haveone vote.

8. The address of the corporation's initial registered office is 318 NorthMain Street, Blacksburg, Montgomery County, Virginia, and its initial registered agent atsuch address is Donald B. Irons, who is a resident of the State of Virginia, and a member of theVirginia State Bar.

9. The number of Directors constituting the initial Board of Directors is five (5) and the names and addresses of the persons who are to serve as initial Directors are:

Dr. Richard Bambach

Blacksburg, Virginia

Mrs. Robert Albritton

Blacksburg, Virginia

Dr. Lewis Barnett B

lacksburg, Virginia

Mrs. Barbara Michelsen

Blacksburg, Virginia

Rev. Jan Tobias

Blacksburg, Virginia

The above Directors shall be succeeded by Directors electedby the membership.

10. In the event that the corporation shall cease to exist, the affairs of thiscorporation shall be liquidated and its net assets shall be first applied to theliquidation and dissolution of this corporation and the balance, if any, shall be donatedto a charitable organization promoting the purposes of this corporation:

[The original document has signatures below.]

[Dr. Richard Bambach]

[Dr. Lewis Barnett]

[Rev. Jan Tobias]

STATE OF VIRGINIA

COUNTY OF MONTGOMERY, to-wit:

I,[Judy L. Dowdy], a Notary Public in and for the County and State

aforesaid, do hereby certify that [Dr. Richard Bambach, [Dr. Lewis Barnett, and [Rev. Jan Tobias],

whose names are signed to the foregoing Articles of Incorporation, dated the____day of______, have personally appeared before me in my County and State aforesaid andacknowledged the same.

Given under my hand this 30th day of January, 1978.

My Commission Expires: November 12, 1978.

[Judy L. Dowdy]

Notary Public

Amended January 1978