S&B Draft 8/24/2011 ARTICLES OF INCORPORATION OF NEW CHAUNCEY REBOUND, INC.

The undersigned incorporator, desiring to form a corporation pursuant to the provisions of the Indiana Nonprofit Corporation Act of 1991, as it is amended from time to time (the Act), executes the following Articles of Incorporation: ARTICLE I NAME The name of the corporation is New Chauncey Rebound, Inc. (the "Corporation"). ARTICLE II TYPE OF CORPORATION This Corporation is a public benefit corporation. ARTICLE III PURPOSES The purposes for which the Corporation is formed are exclusively charitable and educational, within the meaning of Section 501(c)(3) of the United States Internal Revenue Code, as the same may be amended (or comparable provisions of successor legislation) (the Code). In general, the Corporation is organized to fund and to facilitate the development, redevelopment, and revitalization of the New Chauncey Neighborhood, a historic residential neighborhood near the campus of Purdue University in West Lafayette, Indiana, improving the quality of life for all persons who live, work, learn, play, shop, socialize, and worship in and around the New Chauncey Neighborhood. The Corporation also may perform any purpose which nonprofit corporations are authorized under the Act. In order to carry out its purposes, the Corporation shall have and enjoy all of the powers now or hereafter granted to nonprofit corporations under Indiana law, as amended (or successor legislation), together with all powers necessary, convenient or expedient to the accomplishment of its purposes which are not repugnant to law. The Corporation may carry out its purposes and exercise its powers either within or outside the State of Indiana, so long as the accomplishment of such purpose or the exercise of such power is lawful in the jurisdiction in which it is done. ARTICLE IV PERIOD OF EXISTENCE The Corporation shall have perpetual existence. ARTICLE V RESIDENT AGENT AND PRINCIPAL OFFICE Section 1. Registered Agent: The name and address of the Corporation's Registered Agent for service of process is Joseph B. Hornett. Section 2. Principal Office: 1The post office address of the initial principal office of the Corporation is Kurz Purdue Technology Center, 1281 Win Hentschel Blvd, West Lafayette, Indiana 47906.

ARTICLE VI MEMBERSHIP 1The Corporation shall not have members. 1 ARTICLE VII DIRECTORS Section 1. Management. The management of the Corporation shall be vested in the Board of Directors, which shall establish the policies of the Corporation and have the responsibility for its operation. Section 2. Number of Directors. The number of directors shall be fixed from time to time in the By-Laws, but the number thereof shall not be less than three (3) nor greater than seven (7). 1 Section 3. Other Provisions. The terms of office, provision for election and removal, duties, limitations, and all other matters relating to directors shall be prescribed in the Institute's bylaws as the same may be amended from time to time. The Corporation's bylaws may include other provisions not inconsistent with these Articles of Incorporation with respect to directors. The By-Laws may include other provisions not inconsistent with these Articles with respect to the Board of Directors. ARTICLE VIII STATEMENT OF PROPERTY The Corporation had no property at the time of its incorporation. PROVISIONS
OF THE

FOR

ARTICLE IX REGULATION AND CONDUCT AFFAIRS OF CORPORATION

Other provisions, consistent with the laws of this state, for the regulation and conduct of the affairs of the Corporation, and creating, defining, limiting or regulating the powers of the Corporation or the directors are as follows: Section 1. By-Laws. The Bylaws of this Corporation shall be adopted by the Board of Directors at their organization meeting, and may be amended from time to time thereafter by the unanimous vote of the directors then in office, and provided further that any Bylaw providing for action inconsistent with the purposes and powers of the Corporation enumerated in Article III shall not be binding upon any officer or Director of the Corporation and shall not affect the continued validity of the remaining Bylaws. Section 2. Amendment or Repeal. The Corporation shall be deemed, for all purposes, to have reserved the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation to the extent and in the manner now or hereafter permitted by law. Section 3. No Private Benefit. The Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to its directors, officers, 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 in its Articles of Incorporation. Section 4. No Political Activities. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate

in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Section 5. Prohibition of Activities not Permitted by Exempt Organizations. Not-withstanding 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(c)(3) of the Code or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code. ARTICLE X DISSOLUTION Upon voluntary or involuntary dissolution of the Corporation, the Board of Directors shall, after paying or making provision for payment of all of the debts and liabilities of the Corporation, transfer all of the assets of the Corporation to any Corporation that shall at the time qualify as an organization exempt under Section 501(c)(3) of the Code or to a governmental agency or political subdivision that is exempt from Federal income taxation, as the Board of Directors shall determine. ARTICLE XI INDEMNIFICATION OF OFFICERS AND DIRECTORS Except in relation to matters as to which an individual is adjudged to have acted or failed to act in bad faith, the Corporation shall indemnify each director or officer or former director or officer of the Corporation or any person who may serve or has served at its request as a director, trustee or officer of any other corporation, partnership, trust or other enterprise, against expenses, actually incurred by him, including legal fees and amounts paid in settlement or in satisfaction of any final judgment, in connection with any action, suit, prosecution, proceeding or claim, whether civil, criminal or administrative, or any appeal therefrom, to which he is made or is threatened to be made a party by reason of his being or having been such director, trustee or officer. IN WITNESS WHEREOF, the undersigned, being the incorporator named above, executes these Articles of Incorporation and affirms under penalties of perjury that the statements contained herein are true, this ___ day of ______________, 2011. _______________________________________ [Name]