I, the undersigned natural person of the age of eighteen (18) years or more, acting as incorporator for the purpose of creating a nonprofit corporation under the laws of the State of West Virginia, do hereby set forth as follows:

1. Name. The name of the corporation is the Association of Postgraduate Physician Assistant Programs, Inc.
2. Duration. The period of duration of the Association shall be perpetual.

Purposes. The Association is organized and shall be operated for charitable, educational, and scientific purposes. In accordance with these purposes the Association shall:

1. Assist in the development and organization of postgraduate educational curricula and programs for physician assistants
   
2. Assist in the definition of the role of the physician assistant
   
3. Assist in the development of evaluation methodologies for postgraduate educational curricula and programs
   
4. Serve as an information center to physician assistants, programs training physician assistants at the entry-level, other medical and health care disciplines, and to the public with respect to post-graduate educational curricula and programs for physician assistants
   

3. Limitations

1. The corporation shall not be controlled directly or indirectly by one or more disqualified persons, as defined by the Internal Revenue Code § 4946, other then foundation managers and other than one or more publicly supported organizations.
   
2. The corporation shall not engage in any act of self dealing as defined in Section 4941(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.
   
3. The corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal laws.
   
4. The corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.
   
5. Notwithstanding any other provision of these Articles of Incorporation, the corporation shall not carry on any activities not permitted by an organization exempt under Section 501(c), of the Internal Revenue Code of 1954 and the regulations promulgated thereunder as they now exist or as they may be amended.
   
6. f. No part of the income of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual, except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes, and no member, trustee, officer of the corporation, or any private individual shall be entitled to share in the distribution of any of the corporation assets on dissolution of the corporation.
   

4. Office. The office of the corporation shall be located in the City of Philippi, West Virginia.

5. Territory. The territory in which the operations of the corporation are principally to be conducted is the United States of America, and its territories and possessions, but the operation of this corporation shall not be limited to such territory.

6. Membership of the Corporation. The corporation shall be a membership corporation. Membership in the Association shall be limited to all undergraduate associated with recognized postgraduate physician assistant programs, either in operation or newly developing, which are in compliance with the criteria set forth in the bylaws. Voting rights and limitations of the members are provided in the bylaws.

7. Election of Directors. Directors of the corporation shall be elected in a manner provided by the bylaws.

8. Address. The address of the initial registered office of the corporation is as follows:

9. Initial Registered Agent. The name of the initial registered agent of the corporation at the above address is Dick Mercer.

10. Board of Directors. The number of directors constituting the initial board of directors shall be four (4). The names and addresses of the persons who are to serve as directors until the first meeting of the corporation or until their successors are elected and qualified are:

11. Incorporator. The name and address of the incorporator is:

12. Distribution or dissolution. In the event of the dissolution of the Association, the balance of all money and other property which the Association receives from any sources, after the payment of all debts and obligations of the Association, shall be used or distributed exclusively for purposes within the intendment of Section 501 (c) of the Internal Revenue Code as the same now exists or as it may be amended from time to time.

I, the undersigned, for the purpose of forming a corporation under the laws of the State of West Virginia, do make and file these Articles of Incorporation, and I have accordingly set my hand this the 9th day of May, 1996.