Articles of Incorporation

CHESAPEAKE VICTORIES, INC. ARTICLES OF INCORPORATION FIRST: The undersigned, Michael W. Dow whose address is 201 Arbor Way, Church Hill, Maryland 21623, being at least eighteen years of age, does hereby form a corporation under the laws of the State of Maryland. SECOND: The name of the Corporation is: Chesapeake Victories, Inc. THIRD: The purposes for which the corporation is formed are as follows: (a) The corporation is organized exclusively for charitable purposes, including research, education and support as a vaccine- injured children treatment organization, and including, but not limited to offering therapeutic riding for children and maintaining horse facilities and supplies for therapeutic riding, and for such purposes, the making of contributions to organizations that qualify as exempt organizations under Section 501(c) (3) of the internal revenue code of 1986 (or for the corresponding provision of any future United States Revenue Law), and more specifically to receive and administer funds for such charitable and educational purposes, all for the public welfare, and for no other purposes, and to that end take and hold, by request, devise, gift purchase, or lease, either absolutely or in trust for such objects and purposes for all of them, any property, real, personal or mixed without limitation as to value, except such limitations, if any, as may be imposed by law; to sell, convey, and dispose of any such property and to invest and reinvest the principal thereof, and to deal with and expand the income therefrom for any of the aforementioned purposes, without limitation, except such limitations, if any, as may be contained in the instrument under which such property is received; to receive any property, real, personal or mixed, in trust, under the terms of any will, deed or trust, or other trust instrument for the foregoing purposes of any of them, in the administering the same to carry out the directions and exercise the powers contained in the trust instrument under which the property is received, including the expenditure of the principle as well as income, for one or more of such purposes, if authorized or directed in the trust instrument under which it is received and accepted if it be conditioned or limited in such manner as shall require the disposition of income or its principal to any person or organization other than a “charitable organization” or for other than “charitable purposes” within the meaning of such terms as described in Article TENTH of these Articles of Corporation, or as in the opinion of the Board of Directors, jeopardize the federal income tax exemption of the Corporation pursuant to Section 501(c)(3) of the internal revenue code of 1986, as now in force or afterwards amended; to receive, take title to, hold and use, the proceeds and income of stocks, bonds, obligations, or other securities of any corporation or corporations, domestic and foreign, but only for the foregoing purposes, or some of them, and, in general, to exercise any, all and every power for which a non-profit corporation under the applicable provisions of the Annotated Code of Maryland for educational and charitable purposes, all for the public welfare, can be authorized to exercise, but only to the extent the exercise of such powers are in the furtherance of exempt purposes. (b) No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, directors, officers, or 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 in Article THIRD hereof. The purpose of the Corporation is also to engage in any lawful act or activity for which corporations may be organized under laws of the State of Maryland. FOURTH: The post office address of the principal office of the corporation in Maryland is: 201 Arbor Way, Church Hill, MD 21623, located in the county of Queen Anne’s. FIFTH: The name and post office of the resident agent of the corporation is Michael Wayne Dow, 201 Arbor Way, Church Hill, MD 21623, located in the county of Queen Anne’s. SIXTH: The Corporation is not organized for profit; it shall have no capital stock and shall not be authorized to issue capital stock. The number of qualifications for and other matters relating to its members shall be set forth by the By-Laws of the Corporation. SEVENTH: The number of Directors of the Corporation shall be four (4), which number may be increased or decreased pursuant to the By-Laws of the Corporation, but shall never be less than three (3). The name of the directors who shall act until the first meeting or until the successors are duly chosen and qualified is: Michael W. Dow, 201 Arbor Way, Church Hill, Maryland 21623 Cynthia T. Greene, 872 Diamond Drive, Gaithersburg, Maryland 20878 Elaine F. Dow, 201 Arbor Way, Church Hill, Maryland 21623 Becky L. Simpson, 13807 Blair Stone Lane, Silver Spring, Maryland 20906 The names of the officers who shall act until the first meeting or until their successors are duly elected and qualify are… Michael W. Dow, President Cynthia T. Greene, Vice-President Elaine F. Dow, Treasurer Becky L. Simpson, Secretary EIGHTH: Upon the dissolution of the Corporation’s affairs, or upon the abandonment of the Corporations activities due to its impracticable or inexpedient nature, the asset of the Corporation then remaining in the hands of the Corporation shall be distributed, transferred, conveyed, delivered and paid over to other charitable organization (as herein defined) of this State, having a similar or analogous character or purpose, in some way associated with or connected with the Corporation to which the property previously belonged. NINTH: The Corporation may by its By-Laws make any other provisions or requirements for the arrangement or conduct of the business of the Corporation, provided the same be not inconsistent with these Articles of Corporation not contrary to the laws of the State of Maryland or the United States. TENTH: In these Articles of Incorporation, (a) References to “charitable organizations” or “charitable organization” mean corporations, trusts, foundations, or community chests created or organized in the United States or any of its territories, the District of Columbia, or any possession of the United states, organized and operated exclusively for charitable purposes, no part of the net earnings of which inures or is payable to or for 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 do not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidates for public office. It is intended that the organization described in the Article TENTH shall be entitled to exemption from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now in force or afterwards amended. (b) The term “charitable purposes” shall be limited to and include only religious, charitable, scientific testing and research for public safety, informational, literary or educational purposes within the meaning of the terms used in Section 501(c)(3) of the Internal Revenue Code of 1986 but only such purposes as also constitute public charitable purpose under the laws of the United States, any state or territory, the District of Columbia, or any possession of the United States, including but not limited to, the granting of assistance to vaccine injured children financially unable to pay for testing and medical care or to provide means for therapies in the form of therapeutic horse back riding. ELEVENTH: (a) The Corporation shall distribute its income for each taxable year at such time and in such a manner as to not become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1986, or corresponding provisions of subsequent tax laws. (b) The Corporation shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1986, or corresponding provision of any subsequent tax laws. (c) The Corporation shall retain any excess building holdings as defined in Section 4943(c) of the Internal Revenue Code of 1986, or corresponding provision of any subsequent tax laws. (d) The Corporation shall not make any investments in such a manner as to subject it to tax under Section 4944 of the Internal Tax Code of 1986, or any subsequent federal tax laws. (e) The Corporation shall not make any taxable expenditure as defined in Section 4945(d) of the Internal Revenue Code of 1986, or any corresponding provisions of any subsequent tax laws. TWELTH: No director or officer of the Corporation shall be liable to the Corporation or to its stockholders for money damages except (1) to the extent that it is proven that director or officer actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property in services actually received, or (2) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director’s or officer’s actions, or failure to act, was (a) the result of active or deliberate dishonesty, or (b) intentionally wrongful, willful and malicious and, in each case, was material to the cause of action adjudicated in the proceeding. THIRTEENTH: IN WITNESS WHEREOF, I have signed these Articles and acknowledge to be my act. Michael W. Dow