AMENDED

ARTICLES OF INCORPORATION

OF

CARL U. EGGLESTON FOUNDATION, INC.

      We hereby associate to form a non stock corporation under the provisions of Chapter 10 of Title 13.1 of the Code of Virginia, 1950, as amended, and to that end set forth as follows:

      1.      The name of the corporation shall be CARL U. EGGLESTON FOUNDATION, INC.

      2.      The purpose of the corporation is as follows:

1. To educated and train the citizenry with respect to human and civil rights, eliminating prejudice and discrimination and for the relief of the poor, the distressed and the underprivileged;
2. To promote knowledge and awareness of the political process and voting privileges and rights;

      Said corporation is organized exclusively for the charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code, 1954, as amended.

      The assets of the corporation shall at all times be dedicated to the educational and beneficial purposes set forth above and none of the earnings shall inure in whole or part to the benefit of any private individual, association or corporation or its members, trustees, director, officers of said corporation or association.

      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 furtherance of the purposes set our herein.

      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 or any other activity not within the purposes set forth herein.

      The corporation shall do any and all lawful things which may necessary, useful, suitable or proper for the furtherance of the 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.

      3.      Upon the dissolution of the corporation, the Board of Trustees shall, after paying or making provisions for the payment of all liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as at that time shall qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code, 1954, as amended, as the Board of Trustees shall determine. Any such assets not disposed of shall be disposed of by the Circuit Court of the County of Prince Edward, Virginia, this being the county of the principal office of the corporation, exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.

      4.      Membership in the corporation shall be through application to and election to the existing membership, as initially constituted by vote of the Board of Trustees. Application shall be open to any individual eighteen (18) years or older interested in the purposes of the corporation. Each member shall pay such membership dues as may from time to time be set by the Board of Trustees in accordance with the by-laws. Each member shall be entitled to one vote in all matters coming before the membership meetings. Each member shall have full voting rights. There shall be only one class of membership.

      5.      The affairs of the corporation shall be managed by a Board of Trustees.

1. The initial Board of Trustees shall consist of five (5) individuals. The number of trustees many be increased or decreased from time to time by the membership.
2. The trustees shall be elected from and by the voting membership at an annual membership meeting and the immediate past president shall serve as chairman of said meeting.

      6.      The initial registered office of the corporation is 914 South Main Street, Farmville, Virginia, in the County of Prince Edward. The initial registered agent is Barbara N. Eggleston, whose business address is the same as the address of the initial registered office. The said Barbara N. Eggleston is a resident of Virginia. Given under our hands this 1^st day of March, 2007

      Carl U. Eggleston