ARTICLES OF INCORPORATION

OF

ALLIANCE OF WEST VIRGINIA

CHAMPION COMMUNITIES, INC. (“ALLIANCE”)

I. The undersigned agrees to become a corporation by the name of:

ALLIANCE OF WEST VIRGINIA CHAMPION COMMUNITIES, INC.

II. The existence of this corporation shall be perpetual.

III. The objects and purposes for which this corporation is organized shall include the following:

A. To provide and administer programs to develop and address issues necessary to mitigate the effect of poverty, housing, and rural sustainability in champion communities as such designation is extended by the United States Department of Agriculture or such other comparative organization (“Champion Communities”);

B. To network and establish strategic and collaborative relationships to help strengthen Champion Communities;

C. To increase awareness of economic opportunities in Champion Communities;

D. To perform any and all activities related or incidental to any of the foregoing; and

E. To transact any and all lawful business for which corporations may be incorporated under the laws of the State of West Virginia.

IV. In pursuance of the carrying out of its objects and purposes, the corporation shall have the power to enter into agreements, contracts,  and partnerships and to secure grants and contributions from foundations, corporations and State and Federal agencies to carry out its mission, and to carry out all other acts and things which any natural person might lawfully do, and any and all other things necessary or incidental to properly carry out the objects and purposes of this corporation that are not contrary Section 501(c)(3) of the IRC or to the laws of the United States or the State of West Virginia.

V. The principal office of this corporation shall be c/o Region 4–Planning and Development Council, Inc., 425 Main Street, Suite A, Summersville, West Virginia 26651-1343. The name and address to whom notice or process shall be served upon, or service of which is accepted by the Secretary of State, is Marcel J. Fortin, c/o NATCOR, 4954 Coal River Road, Tornado, West Virginia 25202.

VI. The name and address of the sole incorporator is the Alliance, c/o Region 4–Planning and Development Council, Inc., 425 Main Street, Suite A, Summersville, West Virginia 26651-1343.

VII. The corporation will have no members.

VIII. The initial Board of Directors of this corporation shall consist of the following person(s):

Robert C. Johnson

62 E. Mains Street

Richwood, WV 25261

Mountain Champion Community First

Eddie Canterbury

[Need contact information]

Betty Crookshanks

PO Box 627

Rupert, WV 28984

Tricounty Champion Community

Clifton Moore

PO Box 158

Wilcoe, WV 24895

McDowell County Action Network (MCCAN)

Christy Lynn Laxton

PO Box 1828

Pineville, WV 24874

(w) 304-732-6707

Wyoming County Champion Community

Marcel J. Fortin

PO Box 747

Alum Creek, WV 25003

Lincoln County Champion Communities

The bylaws of this corporation, when adopted by the initial Board of Directors, shall provide for a Board of Directors which may consist of any number of persons provided for in said bylaws, or such number of persons as may be determined from time to time as provided in said bylaws.

IX. This corporation is not organized for profit, and shall not have the power or authority to issue capital stock.

X. This corporation is organized and shall be operated solely for charitable, scientific and educational purposes, and is not organized and shall not be operated for profit. No part of the net earnings of this corporation shall inure to the benefit of any private shareholder or individual. No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation. This corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office. Any other provision of these Articles of Incorporation to the contrary notwithstanding, this corporation shall have no powers which are inconsistent with the laws of the State of West Virginia or which are inconsistent with or adversely affect the qualification of this corporation as an exempt organization under Section 501(c)(3) of the United States Internal Revenue Code of 1986 ("IRC"), or any subsequent law of like import.

XI. In the event the activities of this Corporation in pursuance of the objects and purposes set out herein are discontinued, or upon the dissolution of this Corporation, all property of this Corporation or the proceeds of liquidation thereof shall be distributed to the successor of the Alliance in such manner as agreed to by the Board of Directors of this Corporation or as is provided in the Bylaws of this Corporation, provided that such distribution shall be consistent with Section 501(c)(3) of the IRC, or any subsequent law of like import. If there shall be no successor to the Alliance, such property or proceeds of liquidation shall be distributed equally to each of the Champion Communities, for a public purpose, or to some one or more corporations, trusts, funds or foundations created in the United States and under the laws of the United States or some state thereof, organized and operated exclusively for charitable, scientific and educational purposes, no part of the net earnings of which inures to the benefit of any private shareholder or individual and no substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation, and which does not participate in or intervene in any political campaign on behalf of any candidate for public office; and no part of such property or proceeds of liquidation shall be distributed to any private individual.

XII. It shall be the policy of the Corporation to indemnify any person who serves, or has served, as a Director of the Corporation, or who serves or has served as a Director of any other corporation, partnership, joint venture, trust or enterprise at the request or direction of the Corporation, against expenses, judgments, fines, taxes, penalties, interest and payments in settlement, in connection with any threatened, pending or completed action or proceeding, to the fullest extent contemplated and permitted by any applicable law, upon such finding or determination as shall be requisite or appropriate under said law; and the Corporation is specifically empowered and authorized to purchase and maintain, at the expense of the Corporation, insurance on behalf of any such Director, against any liability asserted against him or her in such capacity or arising out of his or her status as such, whether or not this Corporation would have the power to indemnify him or her under the provisions of said law.

The undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, does hereby make and file these Articles of Incorporation, and has accordingly hereunto set his or her hand this ___ day of April, 2005.

ALLIANCE FOR WEST VIRGINIA CHAMPION COMMUNITIES, INC.

By:

Marcel J. Fortin

Director

The foregoing Articles of Incorporation were prepared by Spilman, Thomas & Battle, PLLC, Spilman Center, 300 Kanawha Boulevard, East, Charleston, WV 25301.

STB Doc.#350930 mbs