The Mid-Atlantic Karst Conservancy, Inc.

A Pennsylvania Nonprofit Corporation

ARTICLES OF INCORPORATION

In compliance with the requirements of 15 Pa. C.S.§ 5306 (relating to articles of incorporation), the undersigned, desiring to incorporate a nonprofit corporation, states that:

1. Name. The name of the corporation is: The Mid-Atlantic Karst Conservancy, Inc.

2. Address. The address of the corporation's initial registered office in this Commonwealth is: RD 2 Box 153-A (Thompson Road), Export, PA 15632, Westmoreland County.

3.  Purposes and Operation. The corporation is incorporated under the Pennsylvania Nonprofit Corporation Law of 1988 (as amended) exclusively for scientific and educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986 ("the Code"), or the corresponding provisions of any future United States Internal Revenue Code.

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its directors, officers, members, 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 herein. No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation. The corporation shall not participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of (or in opposition to) any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501 (a) of the Code as an organization described in Section 501 (c) (3) of the Code; or (b) by a corporation contributions to which are deductible under Section 170 (a) of the Code as being to an organization referred to in Section 170 (c) (2) of the Code.

4. Nonprofit. The corporation does not contemplate pecuniary gain or profit, incidental or otherwise.

5. Private Foundation. Notwithstanding any other provisions in these articles, at all times when the corporation is a private foundation within the meaning of Section 509 of the Code, it shall be subject to the following additional restrictions:

(a) It shall distribute its income at such times and in such a manner as not to subject it to any tax under Section 4942 of the Code.

(b) It shall not engage in any self-dealing as defined in Section 4941 (d) of the Code.

(c) It shall not retain excess business holdings as defined in Section 4943 (c) of the Code.

(d) It shall not make any investments as would subject it to tax under Section 4944 of the Code.

(e) It shall not make any taxable expenditure as defined in Section 4945 (d) of the Code.

6. Nonstock. The corporation is organized on a nonstock basis.

7. Incorporator. The name and address of the incorporator is: Kimberley A. Metzgar, RD 2 Box 153-A (Thompson Road), Export, PA 15632.

8. Dissolution Upon the dissolution of the corporation, the assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purposes. If possible, preference should be given to the National Speleological Society, 2813 Cave Avenue, Huntsville, Ala., 35810-4431, so long as it meets the criteria set forth in this provision. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

9. Authorization. The incorporator is authorized to incorporate the Mid-Atlantic Karst Conservancy, Inc., an unincorporated association, by the requisite vote under the organic law of said association.