CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION
OF THE
NATIONAL FEDERATION OF THE BLIND OF MINNESOTA, INC.

THE UNDESIGNED, being the president and the secretary of the National Federation of the Blind of Minnesota, Inc., a nonprofit corporation, do hereby certify that pursuant to Minnesota Statutes, Chapter 317, the Minnesota Nonprofit Corporation Act, at a regular meeting of the National Federation of the Blind of Minnesota, Inc., duly called and held in the city of Duluth, Minnesota, on May 3, 1981, two-thirds (2/3) of the regular and eligible members present at that meeting (having formed a quorum) voted to adopt the following ARTICLES as the RESTATED ARTICLES OF INCORPORATION of this corporation.  Said ARTICLES shall supersede and take the place of the previous ARTICLES OF INCORPORATION as amended.

Article I NAME

The name of this corporation shall be the National Federation of the Blind of Minnesota, Inc.

Article II REGISTERED OFFICE

The location of the registered office of this corporation shall be in the city of Minneapolis, Minnesota.

Article III DURATION

The duration of this corporation shall be perpetual.

Article IV PURPOSE

The purpose of this corporation shall be:

Section 1.  To promote the general welfare of blind persons in the state of Minnesota, and to enhance the intellectual, social, and legal status of the blind.

Section 2. In general, to carry on any other business not inconsistent with Minnesota law to promote the interests of the blind.

Article V POWERS

This corporation shall possess all those powers expressly conferred upon nonprofit corporations by Minnesota Statutes together with those powers implied therefrom including but not limited to all powers reasonably necessary or incidental to the conduct of any business or to further the corporate purposes in which it is authorized to engage.

Article VI PECUNIARY GAIN

This corporation shall not afford pecuniary gain, incidentally or otherwise, to its members except as compensation for employment of a member by the corporation or as reimbursement for expenses.

Article VII BOARD OF DIRECTORS

Section 1.  The management and conduct of the business of the corporation shall be vested in the Board of Directors.  The number of Directors and the terms of office of the Directors shall be fixed by the Bylaws.  No person receiving regular substantial financial compensation from the corporation shall be a member of the Board of Directors.

Section 2.  The powers, duties, and meetings of the Board of Directors shall be prescribed by the Bylaws of the corporation.  In case of a vacancy in the Board of Directors, the tenure of office of a successor shall be until the next annual meeting of the members of the corporation.

Section 3.  In addition, the Board of Directors may exercise all power and do such acts that may be exercised or done by this corporation subject only to the provisions of these ARTICLES OF INCORPORATION and the Bylaws of this corporation.

Section 4.  The name and address of each of the present

Directors is:

Joyce Scanlan, 4445 Grand Avenue South, Minneapolis, MN  55409

Clarence Johnson, 3230 35th Avenue South, Minneapolis, MN  55406

Curtis Chong, 2655 Dupont Avenue North, Minneapolis, MN  55411

Tom Scanlan, 4445 Grand Avenue South, Minneapolis, MN  55409

Steve Jacobson, 5613 Oliver Avenue South, Minneapolis, MN  55419

John Johnson, Box 79, Fleming Route, Aitkin, MN 56431

Marie Whitteker, 1204 Stryker Avenue, West St. Paul, MN 55118

Article VIII MEMBERSHIP

Section 1.  Blind or sighted residents of the state of Minnesota who have demonstrated a constructive interest in the goals of this corporation are eligible to membership in this corporation.

Section 2.  The corporation shall be the sole judge of whether a person is qualified for membership.  The standards for qualification shall be prescribed in the Bylaws.

Article IX ELECTION OF THE BOARD OF DIRECTORS

The Board of Directors shall be elected by the members of this corporation in good standing as prescribed in the Bylaws.

Article X CAPITAL STOCK AND LIABILITIES

Section 1.  This corporation shall have no capital stock.

Section 2.  The members of this corporation shall not be personally liable for any of the corporate obligations of the corporation.

Article XI MEETINGS

Regular and special meetings of the members of this corporation shall be held at such time and place as may be prescribed by the Bylaws of the corporation.  The Bylaws of this corporation may prescribe what shall constitute a quorum at any regular or special meeting.

Article XII AMENDMENTS

These ARTICLES may be changed, altered, or amended at any regular or special meeting of the members of this corporation, pursuant to prior fifteen (15) day notice thereof, setting forth such proposed amendment, by the affirmative vote of two-thirds (2/3) of the members in good standing present at such meeting.  Members may authorize the Board of Directors to amend these ARTICLES pursuant to Minnesota Statutes, S317.27, as amended.

IN WITNESS WHEREOF, we have hereunto set our hands this     15   day of   July  , 1981.

Joyce Scanlan, President

Curtis Chong, Secretary                 

STATE OF MINNESOTA
COUNTY OF HENNEPIN )

On this 15 day of July 1981, before me personally appeared Joyce Scanlan and Curtis Chong  to me known to be the persons described in, and who executed, the foregoing instrument, and acknowledged that they executed the same as their free act and deed.

Carlton L. Fisher, Notary Public