DRAFT PROPOSED RESTATED ARTICLES OF INCORPORATION

In Compliance with Chapter 617, F.S. (Not for Profit)

ARTICLE I - Name

The name of this corporation shall be: Vietnam Veterans of America, Big Bend Chapter 96, Inc.

ARTICLE II - Duration

The duration of this corporation shall be perpetual.

ARTICLE III - Purposes

This corporation is a nonprofit public benefit corporation and is not organized for the gain of any person. It is organized under the Florida Not For Profit Corporation Act for charitable purposes. The specific purposes of this corporation are as follows:

(a) To help foster, encourage, and promote the improvement of the condition of the Vietnam Veteran.

(b) To promote physical and cultural improvement, growth and development, self-respect, self-confidence and usefulness of Vietnam-era Veterans and others.

(c) To eliminate discrimination suffered by Vietnam Veterans and to develop channels of communication which will assist Vietnam Veterans to maximize self-realization of their lives and enhance life-fulfillment.

(d) To study on a non-partisan basis proposed legislation or rules or regulations introduced in any federal, state or local legislative or administrative body which may affect the social, economic, educational or physical welfare of the Vietnam-era Veteran or others; and to develop public policy proposals designed to improve the quality of life of the Vietnam-era Veterans and others, especially in the areas of employment, education, training, and health.

(e) To conduct and publish research on a non-partisan basis, pertaining to the relationship between Vietnam-era Veterans and the American society, the Vietnam War experience, the role of the

United States in securing peaceful co-existence for the world community and other matters which affect the social, economic, educational, or physical welfare of the Vietnam-era Veteran or others.

(f) To assist disabled and needy War Veterans including, but not limited to, the Vietnam Veterans, and their dependents, and the widows and orphans of deceased Veterans.

ARTICLE IV – Members

The authorized number and qualifications of members of the corporation, the different classes of membership, if any, the property, voting and other rights and privileges of members, and their liability for dues and assessments and the method of collection thereof, shall be as set forth in the by-laws, except that Vietnam Veterans of America, Inc., shall be at all times the National Member.

ARTICLE V - Election of Directors

The method of election of the directors of the corporation shall be as set forth in the bylaws.

ARTICLE VI - Relation to National Member Vietnam Veterans of America, Inc.

The express written consent of the National Member is required for the adoption of by-laws and for the amendment of these articles and the by-laws. The National Member may direct a time period within which the by-laws must be adopted by the corporation. The National Member may, by summary action of its President, or by act of its Board of Directors, suspend or revoke the Charter of the corporation, or suspend or expel any member, officer, or director hereof, for the reasons and in the manner provided in the by-laws of the National Member of this corporation. In the event that the National Member revokes the Charter of the corporation, the corporation shall immediately cease functioning, and the National Member is authorized to take all action necessary to dissolve the corporation.

Vietnam Veterans of America, Big Bend Chapter 96, Inc., shall at all times operate as a subordinate Chapter in compliance with the National Constitution and subject to the Code of Disciplinary Policy and Procedures and any other duly rendered requirements of Vietnam Veterans of America, Inc. and Vietnam Veterans of America, Florida State Council, Inc. Membership in Vietnam Veterans of America, Big Bend Chapter 96, Inc., may be terminated for failure to pay dues or in accordance with the Code of Disciplinary Policy and Procedures. No person shall become or remain a member of Vietnam Veterans of America, Big Bend Chapter 96, Inc., unless that member is also a member in good standing with Vietnam Veterans of America, Inc., and membership is transferable only as provided by Vietnam Veterans of America, Inc.

ARTICLE VII - Directors

The directors shall never be less than three in number

ARTICLE VIII - Charitable Purposes; Dissolution

This corporation is organized and shall be operated exclusively for charitable purposes within the meaning of Section 501(c)(19) of the Internal Revenue Code.

Notwithstanding any other provision of these articles, the corporation shall not possess or exercise any power or authority either expressly, by interpretation, or by operation of law that will prevent it from qualifying and continuing to qualify as a corporation exempt from federal income tax under Section 501(c)(19) of the Internal Revenue Code, or as a corporation contributions to which are deductible under Section 170(c)(3) of the Internal Revenue Code; nor shall the corporation carry on any activities which are not permitted to be carried on by such corporations or which would cause loss of such qualification.

No part of the net assets or earnings of the corporation shall inure to the benefit of, or be distributed to, its members, directors, officers, or other private persons, except that reasonable compensation may be paid for services actually rendered by any director, officer, member or other private person.

Upon dissolution of the corporation, after paying or making provision for the payment of all of the liabilities of the corporation, the remaining assets of the corporation shall be distributed exclusively for educational, charitable and scientific purposes or to promote social welfare to one or more organizations qualified as exempt organizations under Sections 501(c)(3), (4), or (19) of the Internal Revenue Code and which are approved by Vietnam Veterans of America, Inc.

ARTICLE IX - Nonstock Basis of the Corporation

This corporation is organized on a nonstock basis and shall not have authority to issue capital stock.

IN WITNESS WHEREOF, the undersigned has executed these Restated Articles of Incorporation this _____ day of ___________________, 2008.

___________________________________ ___ __________________________________

Rick Clevenger, President Attested: Richard White, Secretary

(SEAL)

RW