DRAFT

RESTATED ARTICLES OF INCORPORATION
RICHMOND AREA BUSINESS ASSOCIATION, INC
A NON-PROFIT CORPORATION

I.

The name of the corporation shall be Richmond Area Business Association, Inc., which may do business as Richmond Area Business Association, or RABA, and

its location shall be in the Towns of Richmond,Bolton, and Huntington, in Chittenden County, State of Vermont, and at

such other place or places within or without the State of Vermont as shall be deemed by the

Directors to be in the best interest of the corporation.

II.

The period of duration of this non-profit corporation shall be perpetual.

III.

The purpose for which the Corporation is organized is to create healthy and strong communities through strategic development and support of the local business community, through professional education programs and scholarships to area high school graduates as examples, and such other non-profit purposes authorized by the State of Vermont.

IV.

(a) The number of Directors constituting the Board of Directors of the corporation

shall be no fewer than three (3) and not more than seven (7). The names and addresses of the current Officers of the corporation are as

follows: Thomas Hark, President; David Thomas, Vice President; Justin Bull, Treasurer; Larry Bohen, Secretary

(b) Members of the corporation shall be entitled to vote only for the election of

Directors thereof, and to approve amendments to the Bylaws and Articles of

Incorporation relating solely to the number of directors, the composition of the Board

of Directors, the term of office of the directors or the method or way in which

directors are elected or selected, and each member shall be entitled to one vote.

V.

The registered agent of the corporation shall be David M. Sunshine PC, whose address

is 26 Bridge Street, P.O. Box 900, Richmond, VT 05477-0900

VI.

The registered office of the corporation shall be at the office of its registered agent, 26

Bridge Street, P.O. Box 900, Richmond, VT 05477-0900

VI.

The conditions and regulations of membership in the corporation shall be determined

and fixed by the by-laws; but membership shall be limited to Richmond, Huntington, & Bolton business/service entities or their management representative, or any resident of the towns of Richmond, Huntington & Bolton, or

any successor entity. The by-laws of the corporation may be

amended, altered, enlarged or repealed by the Board of Directors consistent with the

stated purposes as found in the Articles of Incorporation filed with the State of

Vermont, except any amendment, alteration, enlargement or repeal of the by-laws

relating to the number of directors, composition of the Board of Directors, the term of

office of directors or the method or way in which directors are elected or selected shall

be approved by the Board of Directors and the members of the corporation.

VIII.

This corporation is not organized for a pecuniary profit. It shall not have any

power to issue certificates of stock or declare dividends. Since the corporation will not 
have private shareholders, no part of the net earnings, if any, of the corporation shall 
inure to the benefit of the any private individual person, group, association or other private entities of whatever nature or type or to any Directors or officers of the corporation. No substantial activities of the corporation shall involve the carrying on of 
propaganda, or otherwise attempting to influence legislation or participate and intervene in any political campaign.
IX.
In the event of dissolution of this corporation, or in the event it shall cease to carry out the objects and purposes herein set forth, the Board of Directors shall, after paying or making provision for payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501©(3) of the Internal Revenue Code of 1954 (or such corresponding provision of any future United States Internal Revenue Law).
X.
The fiscal year of this corporation shall commence January 1.
XI.
These Articles may be amended in the manner prescribed by statute.

[As amended by the vote of the officers and members on __________;
Certificate of Amendment of Articles issued by the Vermont Secretary of State 
on _________]