COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION SCC904 (07/07) ARTICLES OF DISSOLUTION (Virginia nonstock corporation) The undersigned, on behalf of the nonstock corporation set forth below, pursuant to § 13.1-904 of the Code of Virginia, states as follows: 1. The name of the corporation is _______________________________________________________________________________________ . 2. The dissolution was authorized on _________________________. (date) 3. (Complete either A, B or C, below, whichever is applicable.) A. The corporation’s dissolution was authorized by the vote of a majority of the directors in office. Member action was not required because the corporation has no members or no members with voting rights. Mark this box, if applicable. B. The corporation has members having voting rights and the dissolution was authorized by the unanimous Mark this box, if applicable. OR consent of the members. C. The corporation has members having voting rights and the proposed dissolution was submitted to the members by the board of directors in accordance with Title 13.1, Chapter 10 of the Code of Virginia, and Mark this box, if applicable, and complete (2) (i) or (2) the following statements apply (1, 2 & 3): (ii). (1) A quorum existed for each voting group entitled to vote separately on dissolution. (2) Either (i) the total number of votes cast for and against dissolution by each voting group entitled to vote separately on dissolution: Voting group _______________ _______________ Total votes FOR _______________ _______________ Total votes AGAINST ___________________ ___________________ Or (ii) the total number of undisputed votes cast for dissolution separately by each voting group: Voting group ______________ ______________ (3) Total number of undisputed votes ___________________________ ___________________________ The number cast for dissolution by each voting group was sufficient for approval by that voting group. Executed in the name of the corporation by: (signature) (date) (printed name) (corporate title) (corporation’s SCC ID #) (telephone number (optional)) The execution must be by the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation. PRIVACY ADVISORY: Information such as social security number, date of birth, maiden name, or financial institution account numbers is NOT required to be included in business entity documents filed with the Office of the Clerk of the Commission. Any information provided on these documents is subject to public viewing. SEE INSTRUCTIONS ON THE REVERSE Provide a name and mailing address for sending correspondence regarding the filing of this document (if left blank, correspondence will be sent to the registered agent at the registered office): ______________________________________________________________________________________ (name) _ _____________________________________________________________________________________ (mailing address) American LegalNet, Inc. www.FormsWorkflow.com INSTRUCTIONS TO FORM SCC904 This form contains the provisions required by § 13.1-904 of the Code of Virginia to be set forth in articles of dissolution in order to dissolve a nonstock corporation which has commenced to transact business. The articles must be in the English language, typewritten or printed in black, legible and reproducible. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm. Paragraph 1. Insert the exact name of the corporation as currently on file with the Commission. Paragraph 2. Insert the date dissolution was authorized by the corporation. Paragraph 3. If the corporation has no members or no members have voting rights, check the box in part A and go to the signature line. The vote required by law for approval is by a majority of the directors in office. If the corporation has members having voting rights, provide the information required in part B or C before going to the signature line. If the box in part C is checked, provide the information required in part (2). The vote required by law for approval under part C is MORE THAN 2/3 of all the votes cast by the members on the proposal to dissolve at a meeting at which a quorum exists, unless the board of directors required a greater vote or unless the articles of incorporation provide for a greater or lesser vote or a vote by separate voting groups, but not less than a majority of all the votes cast by each voting group entitled to vote at a meeting at which a quorum of the voting group exists. See § 13.1-902 of the Code of Virginia. The execution must be by the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation. Set forth the printed name and the corporate title below the signature. See § 13.1-804 of the Code of Virginia. It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent that the document be delivered to the Commission for filing. See § 13.1-811 of the Code of Virginia. IMPORTANT: These articles may not be filed until all fees and penalties to be collected by the Commission under the Virginia Nonstock Corporation Act have been paid by or on behalf of the corporation; provided, however, that an assessed annual registration fee does not have to be paid prior to filing if the articles are filed with an effective date that is on or before the due date of the annual registration fee payment. See § 13.1-815 of the Code of Virginia. Submit the original, signed articles to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1st Floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of $10.00, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, (866) 722-2551. NOTE THE ISSUANCE OF A CERTIFICATE OF DISSOLUTION BY THE COMMISSION DOES NOT TERMINATE THE EXISTENCE OF THE CORPORATION. The corporation must also file articles of termination of corporate existence before the Commission can issue a certificate of termination of corporate existence. See § 13.1-912 of the Code of Virginia. Until this is done, the corporation remains dissolved but still active on Commission records and remains liable for payment of annual registration fees and for filing of annual reports. American LegalNet, Inc. www.FormsWorkflow.com