C-100B Rev. 4/03 New Jersey Division of Revenue RESTATED CERTIFICATE of INCORPORATION of -------------------------------------------------------------------------------------------------------------------------Pursuant to the provisions of Section 15A:9-5 (d), the undersigned corporation hereby executes the following Restated Certificate of Incorporation: 1. Name of Corporation: 2. Corporation Number: 3. Current Registered Agent: 4. Current Registered Office: Street & Postal Designation, if applicable City State Zip 5. Purpose for which this corporation is organized: 6. The Corporation ___ shall ___ shall not have members. If there are members, the qualification will be ___ set forth in the by-laws or as provided: 7. The Duration of the corporation is: 8. The Current Board of Trustees consists of _____________ Trustees. (Note: Minimum of three Trustees required. Address cannot be that of the corporation.) Name Street Address City State Zip 9. The method of electing trustees will be ___ set forth in the by-laws OR as provided: 10. The method of distribution of assets shall be ___ set forth in the by-laws OR as provided: 11. Other Provisions: Signature: Name: Title: (Must be Chair. of Board, Pres., or Vice Pres.) Date: NJ Division of Revenue, PO Box 308, Trenton NJ 08646 American LegalNet, Inc. www.FormsWorkflow.com C-100B Rev. 4/03 Part 2 Certificate Required to be filed with the RESTATED CERTIFICATE of INCORPORATION (For Use by Domestic Nonprofit Corporations) -------------------------------------------------------------------------------------------------------------------------Pursuant to Section 15:9-5 (d), the undersigned corporation hereby executes the following Certificate. 1. Name of Corporation: 2. Corporation Number: 3. The Corporation ___ has ___ does not have members. A. For corporations with members Number entitled to vote ___________; Voting FOR: _________ Voting AGAINST:_________ If any class or classes of members are entitled to vote thereon as a class, set forth the number of members in each class, the votes of each class voting for and against, and the number members present at meeting, OR, ___ Adoption was by unanimous written consent without meeting. Date of Adoption: ____________________ B. For corporations WITHOUT members Number of Trustees ___ Voting FOR ___ Voting AGAINST ___ Trustees present at meeting ___________ , OR, ___ Adoption was by unanimous written consent without meeting. Date of Adoption: ____________________ 4. If the Restated Certificate not only restates and integrates, but FURTHER AMENDS the Certificate of Incorporation, then state the amendment: 5. Effective date of amendment is subsequent to the date of filing: ___________________ (Not to exceed 30 days from date of filing) Signature: Name: Title: (Must be Chair. of Board, Pres., or Vice Pres.) Date: NJ Division of Revenue, PO Box 308, Trenton NJ 08646 American LegalNet, Inc. www.FormsWorkflow.com Rev 2/21/06 Instructions for Form C-100B RESTATED CERTIFICATE for NON-PROFIT CORPORATIONS (Title15A) These forms may be used as templates when restating the Articles of the Certificate of Incorporation. Both the Restated Certificate of Incorporation AND the Certificate required to be filed with the Restated Certificate of Incorporation must be submitted. STATUTORY FEE $75 The MANDATORY fields are: Heading List the name as it appears on the records of the State Treasurer. If changing the corporation name, indicate the old name. Field #1 --Business Name List the name as it appears on the records of the State Treasurer. If changing the corporation name, indicate the new name. Field #'s 3 & 4 --Registered Agent And Office Enter the current agent. The agent may be an individual or corporation duly registered and in good standing with the State Treasurer. Provide a New Jersey street address. A PO box may be used only if the street address is listed as well. Field # 5 -- Purpose List the purpose of the corporation (brief descriptive statement regarding the type of business that the corporation is conducting including IRS required wording). If the purpose is changing, indicate both the original and the new purpose. Field # 6 -- Members Indicate whether or not the corporation will have members. If there are members, state whether the member qualification is specified in the by-laws. If not, provide the qualifications. Field # 7 ­ Duration (optional) Enter the period of time that the corporation is to exist. The words "Perpetual," "Unlimited," or "Forever" are acceptable. Field # 8 -- Management List the total number of trustees (minimum of 3) and provide the name and street address of each. The trustee address cannot be that of the corporation. American LegalNet, Inc. www.FormsWorkflow.com Inst. Form C-100B Page 2 Field # 9 ­ Election of Trustees Indicate whether the election of trustees is set forth in the by-laws. If not, provide the method. Field # 10 ­ Distribution of Assets Indicate whether the distribution of assets is set forth in the by-laws. If not, provide the method of distribution. Field # 11 ­Other Provisions (as needed) Specify other information such as the effective date if it is other than the filing date. The effective date cannot be before the filing date nor can it be more than 30 days after the filing date. EXECUTION (Signature/Date) Have the chairman, president or vice-president sign. The statue provides that only individuals in these specified positions may execute the document. Signatures with other titles are not permitted. Also, list the date of execution (signature). ATTACHMENT ­ ( REQUIRED ) Attach a fully executed Certificate Required to be filed with the Restated Certificate of Incorporation that includes: Field # 1 -- Business Name List the name as it appears on the records of the State Treasurer. If changing the corporation name, indicate the new name. Field # 2 ­ Adoption Indicate the date the restated Certificate of Incorporation was adopted. Field # 3 -- Voting Indicate whether or not there are members. If there are members, indicate the number of members entitled to vote, and the number of votes cast for and against; OR that the members gave unanimous written consent without a meeting. Provide the date of adoption. If there are no members, indicate either: the number of trustees voting for or against along with the number of trustees present at the meeting; OR that the trustees gave unanimous written consent without a meeting. Provide the date of adoption. American