COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION SCC544 ARTICLES OF INCORPORATION (07/05) OF A VIRGINIA PROFESSIONAL STOCK CORPORATION The undersigned, pursuant to Chapters 7 and 9 of Title 13.1 of the Code of Virginia, state(s) as follows: 1. The name of the professional corporation is ________________________________________________________________________ __________. 2. The professional corporation is organized for the sole and specific purpose of rendering the professional services of ____________________________________________________________ _____________. 3. The number of shares authorized to be issued by the corporation is _____________________. 4. A. The name of the professional corporations initial registered agent is ________________________________________________________________________ _______. B. The initial registered agent is (mark appropriate box): (1) an individual who is a resident of Virginia and an initial director of the professional corporation. a member of the Virginia State Bar. OR (2) a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in Virginia. 5. A. The professional corporations initial registered office address, including the street and number, if any, which is identical to the business office of the initial registered agent, is ____________________________________________________________, VA ______ _________. (number/street) (city or town) (zip) B. The registered office is physically located in the county or city of _______________________. 6. The first board of directors shall have __________ member(s). 7. The initial directors are: NAME(S) ADDRESS(ES) ________________________________________________________________________________ _________________________________________ ________________________________________________________________________________ _________________________________________ 8. The undersigned INCORPORATOR(s) is (are) duly licensed or legally authorized to render the listed professional services, and at least one incorporator is so licensed or legally authorized in Virginia. ________________________________________ ___________________________ ______________ ________________________________________ ___________________________ ______________ SIGNATURE(S) PRINTED NAME(S) Telephone number (optional): _________________________________________ See instructions on the reverse. American LegalNet, Inc. www.USCourtForms.com>>>> 2 NOTES The articles must be in the English language, typewritten or printed in black, legible and reproducible. This form contains the minimum number of provisions required by Virginia law to be set forth in the articles of incorporation of aprofessional stock corporation. If additional provisions are desired, then the complete articles of incorporation, including theadditional provisions, must be typewritten or printed on white, opaque paper 8 1/2" by 11" in size, using only one side of apage, and free of visible watermarks and background logos. A minimum of a 1" margin must be provided on the left, top andbottom margins of a page and 1/2" at the right margin. This form may not be submitted with an attachment. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm . INSTRUCTIONS 1. Name: The corporate name must contain the word "corporation," "incorporated," "company" or "limited"; or the abbreviation "corp.," "inc.," "co." or "ltd."; or the initials "P.C.," or PC; or the phrase professional corporation or aprofessional corporation at the end of its corporate name. The proposed name must be distinguishable upon the records of the Commission. See 13.1-544.1 and 13.1-630 of the Code of Virginia. To check the availability of a corporate name,please contact the Clerks Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551. 2. Professional services: State the professional services the corporation is organized to render. The law limits suchservices to the personal services rendered by: pharmacists, optometrists, practitioners of the healing arts, nurse practitioners, practitioners of the behavioral science professions, veterinarians, surgeons, dentists, architects, professionalengineers, land surveyors, certified interior designers, certified landscape architects, public accountants, certified publicaccountants, attorneys-at-law, insurance consultants, audiologists or speech pathologists and clinical nurse specialists. See 13.1-543 of the Code of Virginia. 3. Shares: If a stock corporation, list the total number of shares the corporation is authorized to issue issue (note: thecharter fee and annual registration fee are based on the number of authorized shares). If more than one class or series ofshares is to be authorized, the articles must set forth t he number of authorized shares of each class or series and a distinguishing designation for each class or series (e.g., comm on, preferred, etc.) and set forth the preferences, rights andlimitations of each class or series. See 13.1-619 and 13.1-638 of the Code of Virginia. For the percentage ofshareholders that must be licensed or authorized to render the same services for which the corporation is organized, see 13.1-549 and 13.1-549.1 of the Code of Virginia. 4. Registered agent: A. Provide the name of the registered agent. The corporation may not serve as its own registered agent. See 13.1-619 and 13.1-634 of the Code of Virginia. B. Check one of the boxes to indicate the qualification of the registered agent. The registered agent must be one of theoptions listed. No other person or entity may serve as the registered agent. 5. Registered office: A. The location of the registered office must be identical to the business office of the registeredagent. See 13.1-634 of the Code of Virginia. The address of the registered office must include a street address. A ruralroute and box number may only be used if no street address is associated with the registered offices location. A post office box is only acceptable for towns/cities that have a population of 2,000 or le ss if no street address or rural route andbox number is associated with the registered offices location. B. Provide the name of the county or independent city where the registered office is physically located. Counties and independent cities in Virginia are separate local jurisdictions. See 13.1-619 and 13.1-634