AMENDED AND RESTATED ARTICLES OF INCORPORATION OF YE OLDE CAR CLUB OF THE TRI-CITIES, A NON-PROFIT CORPORATION

The undersigned, acting as incorporator, under the Washington Non-profit Corporation Act (Revised Code of Washington 24.03) hereby adopts and executes the following Amended and Restated Articles of Incorporation.

ARTICLE I  Name

The name of this corporation is Ye Olde Car Club of the Tri-Cities, a Non-profit Corporation.

ARTICLE II  Duration

The period of duration of this corporation shall be perpetual.

ARTICLE III  Purposes

The purposes for which this non-profit organization is being formed is to preserve and maintain motor vehicles of historical value, and to serve as an accurate and technical source of information concerning historical automobiles for the benefit of its members as well as the general public.

ARTICLE IV  Powers

This corporation shall have the power to do all lawful acts or things necessary, appropriate, or desirable to carry out and in furtherance of its purposes described in Article III which are consistent with the Washington Non-Profit Corporation Act and Section 501(c)(3) of the Internal Revenue Code.

ARTICLE V  Influence Legislation

No substantial part of the activities of this corporation shall be devoted to attempting to influence legislation by propaganda, or otherwise, and the corporation shall not participate in, or intervene in (including the publication or distribution of statements with respect to) any political campaign on behalf of or in opposition to any candidate for public office.

ARTICLE VI  Registered Agent Office

The name of the registered agent is Robert McClary, and the address of the initial registered office of this nonprofit corporation is 5624 W. 8th, Kennewick, Washington 99336. The written consent of such person to serve as registered agent is attached hereto.

ARTICLE VII  Board of Directors

The management of this corporation shall be vested in a Board of Directors. The number of directors, and the method of selecting directors shall be fixed by the Bylaws of this corporation, provided that the initial directors shall be eight (8) in number, and their names and addresses are:

The initial directors shall serve until the first organizational meeting of the Board of Directors and until their successors are appointed and qualified.

ARTICLE VIII  Bylaws

The Board of Directors is authorized to make, alter, amend, or repeal the Bylaws of this corporation, and members shall have the power to alter, amend, or repeal such Bylaws by a 60% majority vote of the Board of Directors.

ARTICLE IX  Limitations

This corporation shall have no capital stock, and no part in the net earnings of this corporation shall inure in whole, or in part, to the benefit of, or be distributable to, any officer, director, or other individual having a personal or private interest in the activities of the corporation, or to any person or organization other than an organization which is exempt from federal income taxation under Sections 501 (a) or 4501(c)(3) of the Internal Revenue Code, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered, to make reimbursement for reasonable expenses incurred in its behalf, and to make payments and distributions in furtherance of the purposes stated in Article in.

ARTICLE X  Transactions Involving Directors

1. No contracts or other transactions between this corporation and any other corporation, and no act of this corporation shall in any way be affected or invalidated by the fact that any director of this corporation is pecuniarily, or otherwise interested in, or is a trustee, director, or officer of such other corporation.

2. Any director, individually, or any firm of which any trustee may be a member, may be a party to, or may be pecuniarily, or otherwise interested in, any contracts or transactions of the corporation; provided, that the fact that such director or such firm is so interested shall be disclosed to or shall have been known by the Board of Directors or a majority thereof.

ARTICLE XI  Distributions upon Dissolution

Upon any dissolution of this corporation under provisions of the laws of the State of Washington for nonprofit organizations, all of its assets remaining after payment of creditors shall be distributed to one or more organizations selected by the Board of Directors which are qualified as exempt from taxation under the provisions of Sections 501(a) and 501(c)(3) of the Internal Revenue Code, or any successor statutes, and which further purposes set forth in Article III. In no event, shall any of the corporation's assets be distributed to the officers, directors, or members of the corporation.

ARTICLE XII  Private Foundation

If this corporation becomes a private foundation within the meaning of Section 509 of the Internal Revenue Code, as long as its private foundation status continues, the following provisions shall apply in the management of its affairs:

1. Each year, the corporation shall distribute the income of the corporation, for the purposes specified in Article III, at such time and in amounts at least sufficient to avoid liability for the tax imposed by Section 4942 of the Internal Revenue Code;

2. The corporation shall not engage in any act of "self-dealing" (as defined in Section 494l (d) of the Internal Revenue Code) which would give rise to any liability for the tax imposed by Section 4941 (a) of the Internal Revenue Code; and

3. The corporation shall not sell, exchange, distribute, or otherwise, dispose of any "excess business holdings" (as defined in Section 49453(c) of the Internal Revenue Code) which would give rise to any liability for the tax imposed by Section 4941 (a) of the Code.

4. The corporation shall not make any investments which would jeopardize the carrying out of any of its exempt purposes (within meaning of Section 4944 of the Internal Revenue Code), and which would, therefore, give rise to any liability for the tax imposed by Section 4945(a) of the Internal Revenue Code.

ARTICLE XIII  Amendments

This corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation by the affirmative vote of majority of sixty (60) percent of the Board of Directors.