of the undersigned

citizens of the United States, desiring to form a Not-for-Profit Corporation under Section 402 of the Not-for-Profit Corporation Law of the State of New York, do hereby certify:

First: The Name of the Corporation shall be the "Albany-Hudson Valley

Physician Assistant PROGRAM ALUMNI Association", referred to below as the Alumni Association.

Second: The principal office of this corporation is determined by its affiliation with the administration of the Albany-Hudson Valley Physician Assistant Program, Albany Medical Center A-4, 47 New Scotland Avenue, City of Albany, County of Albany, New York State.

Third: Said corporation is an Alumni Association, established exclusively for purposes of charity, scholarship and medical education, 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, or the corresponding section of any future federal tax code.

This Alumni Association is organized by the graduates and staff of the Albany-Hudson Valley Physician Assistant Program to promote the general welfare of its sponsoring educational organizations, the Albany Medical College and the Hudson Valley Community College, 80 Vandenburg Avenue, City of Troy, County of Rensselaer, New York State.

This Alumni Association is operated as an integral part of the Physician Assistant Program of the Albany Medical College, or otherwise organized to promote the welfare of the Physician Assistant Program of the Albany Medical College.

This Alumni Association, in furtherance of its corporate purposes above set forth, shall have all the powers enumerated in section 202 of the Not-for Profit Corporation Law, subject to any limitations provided in the Not-for-Profit Corporation Law or any statute of the State of New York. Nothing herein shall authorize this corporation, directly or indirectly to engage in, or include among its purposes, any of the activities mentioned in Not-for-Profit Corporation Law, section 404(b)-(u).

Fourth: The names and addresses of the persons who are the trustees of the corporation at the time of acceptance of these Articles of Association are as follows:

President: Jack Fairbank

Secretary: Monica Pfohl

Treasurer: Thomas Lahut

Historian: Arlene Fish

Fifth: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other 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 the in Article Third hereof. No substantial part of the activities of the corporation shall be the systematic propagation of doctrine or advocacy, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.

SIXth: The authorized number, qualifications, and manner of admission of members into this corporation, the different classes of membership, if any, the property, voting, and other rights and privileges of members, the liability of members for dues and/or assessments and the method of collection of such dues and assessments, and the termination and transfer of membership shall be set for the in the bylaws of the corporation.

Seventh: Upon dissolution of this corporate ALUMNI ASSOCIATION, assets shall be distributed {in the form of annual scholarships for the promotion of the education of Physician Assistants or other, mid-level clinical health care providers, who portray a great commitment to quality education and continuing medical education, who demonstrate medical leadership and who are educated at the Albany Medical College of Albany, New York, or} for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code, or shall be distributed to the federal, state or local Albany City School District government.

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drafted: 11-13-1995; filed with NY State Department of State 5-22-1996, following consent of NYS Department of Education

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