The name of this organization hereinafter referred to, as the "Association" is the Mid-Atlantic Resource Conservation and Development Association. It can be known as the Mid-Atlantic RC&D Association.

The Association is organized exclusively for charitable, religious, educational, and scientific purposes, including those 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 corresponding section of any future tax code.

No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the Association 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 in Article III hereof.

No substantial part of the activities of the Association shall be the carrying on of propaganda or otherwise attempting to influence legislation; and the Association 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.

The qualifications for members and the manner of their admissions shall be regulated by the Bylaws.

The registered office in the State of New Jersey is to be located at the Augusta Professional Center, 854 South White Horse Pike, Suite 3, in the City of Hammonton, County of Atlantic, and Zip Code 08037.

This Constitution may be amended or revised at an annual or special meeting by a two-thirds (2/3) vote of the delegates present. Notification of the meeting and copies of the proposed amendments shall be mailed to all member Councils at least 30 days before the meeting.

This Constitution amended and adopted in its entirety on __July 23, 2003