Charter Book #9, Pg. 551

ARTICLES OF INCORPORATION

OF POTOMAC VALLEY AQUARIUM SOCIETY, INC.

I hereby associate to form a non-stock corporation under the provisions of Chapter 2 of Title 13.1 of the Code of Virginia, and to that end set forth the following:

ARTICLE I

The name of this Corporation shall be Potomac Valley Aquarium Society, Inc.

ARTICLE II

The purpose for which the Corporation is formed is exclusively for the pleasure, recreation and other similar non-profitable purposes, as contemplated by Section 501(c)7 of the Internal Revenue Code of 1954. More specifically, the purposes of the Corporation are as follows:

1. To promote good fellowship among its members, encourage participation in society activities, and disseminate and share knowledge and experiences in the hobby.
2. To promote friendly competition through monthly bowl shows for the members and periodic fish shows open to the public.
3. To participate in the work of selected national and international organizations devoted to the hobby.
4. To exercise all powers of corporations not prohibited by statute, consistent with the purposes of this corporation.
5. All of the purposes of the Corporation are to be limited to charitable, scientific, literary, educational, and recreational pursuits.

ARTICLE III

The assets of the Corporation shall be at all times dedicated to the recreational purposes set out above, and none of the net earnings shall inure in whole or in part to the benefit of any private individual, association or corporation. If for any reason it becomes necessary to dissolve or liquidate the Corporation, the remaining assets of the Corporation, after its lawful obligation [sic] and all other requirements of law are meet [sic] and complied with, shall be transferred to conveyed to one or more corporations, societies, or organizations engaged in activities similar to those of the Corporation and qualify [sic] under Section 501(c)7 of the Internal Revenue Code of 1954, as maybe [sic] specified in a plan of distribution adopted as provided by law or is [sic] directed by a Court of competent jurisdiction.

The Corporation may solicit and receive funds and property by gift, transfer, devise or bequest, and may administer and apply such funds and property only in the furtherance of the purposes set out in Article II above.

The Corporation shall not engage in any activities attempting to influence legislation, nor shall it directly or indirectly participate or intervene in any political campaigns on behalf of any candidate for public office of [sic] any other activity not within the purposes set out in Article II above.

The Corporation shall do any and all lawful things which may be necessary, useful, suitable or proper for the furtherance or accomplishment of the purposes and powers of the Corporation, and shall exercise all powers possessed by Virginia corporations of similar character, including the power to own, lease, contract for the purchase and sale of, and to mortgage or otherwise encumber, real and personal property.

ARTICLE IV

MEMBERSHIP

1. Individual membership
2. Family membership which consists of two or more persons residing in the same household.
3. Junior membership which is members under the age of eighteen years.
4. Corresponding membership which is membership in all classes and open to the general public.

1. All members shall be permitted to attend meetings of the membership.
2. All members shall be eligible to participate in all services provided by the Corporation to its membership.
3. All members, with the exception of corresponding members, shall be eligible for election to office and to the Board of Directors, and to chair committees.
4. All members, with the exception of corresponding members, shall be entitled to vote on all matters placed before the membership. Notwithstanding the above, however, family memberships [sic] are entitled to no more than two (2) votes on any issue placed before the membership for vote.

ARTICLE V

BOARD OF DIRECTORS

1. The affairs of the Corporation shall be managed by the Board of Directors.
1. The initial number of directors of the Corporation shall be one. The number of directors may be increased or decreased from time to time by amendment to the By-Laws.
2. The directors shall be elected by and from the voting membership at the annual membership meeting and the immediate past President shall serve as director.
2. The name and address of the person to serve as initial director is as follows:

GERALD ALAN HOFFMAN
6211 Old Glory Lane
Rixeyville, Virginia 22151

ARTICLE VI

REGISTERED AGENT

The initial registered office of the Corporation is to be located at 6211 Old Glory Lane, Rixeyville, VA 22151, which is located in Culpeper County, Virginia. The name of the initial registered agent is Gerald Alan Hoffman who is a resident of Virginia, a member of the Board of Directors and whose residence is the same as the registered office of the Corporation.

IN WITNESS WHEREOF, the subscriber hereunto signs his name to these ARTICLES OF INCORPORATION, dated this 15th day of November, 1984.

INCORPORATOR

[signature]

Gerald Alan Hoffman
6211 Old Glory Lane
Rixeyville, Virginia 22151