The undersigned, pursuant to the provisions of the Virginia Nonstock Corporation Act, Chapter 10, Title 13.1 of the Code of Virginia, hereby states as follows:

I.
The name of the corporation is Alliance for the Preservation and Protection of Appalachian Land, Inc.

II.
The corporation is organized and shall be operated exclusively charitable, scientific, and educational purposes within the meaning of §501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), including without limitation, the following purposes and objectives: initiation, support, and implementation of activities and projects promoting and aiding the preservation and protection of Appalachian lands.
The corporation shall have all powers and authority now or hereafter conferred upon nonstock, not-for-profit corporations organized under the laws of the Commonwealth of Virginia; provided, however, that (a) no part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its officers, directors, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above, (b) no substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation (except as provided in §501(h) of the Code), and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office, and (c) notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation operated exclusively for charitable, religious, and educational purposes within the meaning of, and exempt from federal income tax under, §501(c)(3) of the Code (or corresponding Section of any future federal tax code), or (ii) by a corporation, contributions to which are deductible under §107(c)(2) of the Code (or corresponding Section of any future federal tax code).

III.
In compliance with §13.1-814 of the Code of Virginia, the corporation shall not have the authority to issue shares of stock. No dividend shall be paid out and no part of the income of the corporation shall be distributed to its directors or officers, except that the corporation may pay compensation in a reasonable amount to its directors or officers for services rendered.

IV.
The corporation shall have one or more classes of members with such qualifications and rights, including voting rights, as designated in the Bylaws of the Corporation.

V.
The initial registered office of the corporation shall be located at Route 1, Box 67, County of Bland, Rocky Gap, Virginia 24366 and the initial registered agent shall be John W. Dodson, who is a resident of Virginia and whose address is the same as the address of the initial registered office of the corporation.

VI.
The corporation shall be managed by a board of directors. Directors shall be elected by the board of directors then serving at any annual or special meeting of the board of directors called for such purpose. The number of directors shall be not less than three (3) nor more than fifteen (15). The initial Board of Directors may appoint the first full Board of Directors. Thereafter, the directors whose terms have expired shall be elected by the Members having voting rights at each annual meeting of the Members. If a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by the affirmative vote of the remaining directors. The names and addresses of the persons who are to serve as the initial board of directors are:

Timothy D. Havens
Route 1, Box 86BA
Rocky Gap, VA 24366

								



Minne D. Harris
Route 1, Box 106B
Rocky Gap, VA

								



John W. Dodson
Route 1, Box 67
Rocky Gap, VA 24366

								

VII.

1. To the full extent that the Virginia Nonstock Corporation Act, as it exists on the date hereof or may hereafter be amended, permits the limitation (which limitation shall be (i) $1 or the minimum amount allowed to be stated by such Act if a specific dollar amount is required to be stated or (ii) the full extent of the limitation set forth in such Act if no specific dollar amount is required to be stated) or elimination of the liability of directors or officers, a director or officer of the corporation shall not be liable to the corporation for monetary damages. Any amendment to or repeal of this Article shall not adversely affect any right of protection of a director or officer of the corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.

2. To the full extent permitted and in the manner prescribed by the Virginia Nonstock Corporation Act and any other applicable law, the corporation shall indemnify a director or officer of the corporation who is or was a party to any such proceeding by reason of the fact that he is or was such a director or officer or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The board of directors is hereby empowered, by majority vote of a quorum of disinterested directors, to contract in advance to indemnify any director or officer.

3. The board of directors is hereby empowered, by majority vote of a quorum of disinterested directors, to cause the corporation to indemnify or contract in advance to indemnify any person not specified in Section 2 of this Article who was or is a party to any proceeding, by reason of the fact that he is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section 2.

4. The corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the board of directors may determine, on behalf of any person who is or was a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by any such person in any such capacity or arising from his status as such, whether or not the corporation would have power to indemnify him against such liability under the provisions of this Article.

5. In the event there has been a change in the composition of a majority of the board of directors after the date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to Section 2 of this Article shall be made by special legal counsel agreed upon by the board of directors and the proposed indemnitee. If the board of directors and the proposed indemnitee are unable to agree upon such special legal counsel, the board of directors and the proposed indemnitee each shall select a nominee, and the nominees shall select such special legal counsel.

6. The provisions of this Article shall be applicable to all actions, claims, suits or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption. No amendment, modification or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in any then pending or subsequent proceedings that is based in any material respect on any alleged action or failure to act prior to such amendment, modification or repeal.

7. Reference herein to directors, officers, employees or agents shall include former directors, officers, employees and agents and their respective estates, heirs, executors and administrators.

VIII.

Notwithstanding any provisions of these articles to the contrary:

(a) the corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by §4942 of the Code;

(b) the corporation shall not engage in any act of self-dealing as defined in §4941(d) of the Code;

(c) the corporation shall not retain any excess business holdings as defined in §4943(c) of the Code;

(d) the corporation shall not make any investments in such manner as to subject it to tax under §4944 of the Code; and

(e)the corporation shall not make any taxable expenditures as defined in §4945(d) of the Code.

IX.

Upon the dissolution of the corporation, the board of directors shall, after making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation (a) for one or more of the exempt purposes of the corporation within the meaning of §501(c)(3) of the Code or (b) to a fund, foundation or corporation, or more than one such organization organized and operated exclusively for charitable, scientific, and educational purposes as shall at the time qualify such organization or organizations for tax exempt status under §501(c)(3) of the Code.