ARTICLES OF RESTATEMENT
FOR SUPER KIDS MINISTRIES, INC.

Article I

The name of the corporation is Super Kids Ministries, Inc. (the Corporation).

Article II

The registered agent of the Corporation is Doloris H. Lane, a resident of Hopewell, Virginia. The registered office of the Corporation is the office of New Jerusalem Fellowship Church, 5500 Middle Road, PO Box 212, Prince George, Virginia 23875.

Article III

The affairs of the Corporation are managed by a Board of Directors. The number of directors constituting the Board of Directors shall be set by the Bylaws, but shall be at least seven.

Upon their appointment in accordance with the Bylaws of the Corporation, the directors shall serve until their successors are appointed and qualify in their stead. If the office of any director becomes vacant, appointment of new directors shall be in accordance with the Bylaws of the Corporation.

The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of any means of communications by which all directors may simultaneously hear each other during the meeting. Further, any action required or permitted by the Virginia Nonstock Corporation Act to be taken at a Board of Directors meeting may be taken without a meeting if action is taken by all members of the board and is evidenced by written consent to the action taken, signed by each director and included in the minutes or filed with the corporate record.

Article IV

The purpose for which this Corporation is formed, and the business objectives to be carried on and promoted by it, are to provide residential services and housing facilities to those adults, primarily in the central Virginia area, who need assistance and support in adjusting to their environment (including senior adults and adults who are intellectually disabled) and to provide services specifically designed to meet their physical needs, and to promote their health, security, happiness and usefulness in living longer, the charges for such facilities and services to be predicated upon the provision, maintenance and operation thereon a non-profit basis. Provided, however, that regardless of anything that may happen to the Corporation, be it merger, consolidation, reorganization, termination, dissolution or winding up, by any means, voluntary or by operation of law, by any group which may ever control the Corporation, the following provisions apply:

1. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation; nor shall the Corporation participate in, nor intervene in, including the publishing or distributing of statements, any political campaign on behalf of any candidate for public office; nor shall it engage in any activities that are unlawful under the law of the United States, the State of Virginia, or any other jurisdiction where such activities are carried on; nor shall it engage in any transaction defined as a "prohibited transaction" under Section 503 of the U.S. Internal Revenue Code (Code).

2. The Corporation shall at all times be operated in furtherance of its expressed stated purposes. The Corporation is organized and operated exclusively for charitable purposes, and at no time will the whole of conducting any trade or business for profit.

3. No compensation or payment shall ever be paid to any officer, director, trustee, member, creator or organizer of the Corporation or substantial contributor to it in any excessive manner, and only a reasonable allowance for expenditures for services actually rendered to or for the Corporation shall be paid; and neither the whole nor any part or portion of the assets or net earnings, current or accumulated, of the Corporation shall ever be distributed to or divided among any such persons; provided further that neither the whole nor any part or portion of such assets or net earnings shall ever be used for, accrue to, or accrue to the benefit of any private individual, within the meaning of Section 501(c) (3) of the Code.

4. The Corporation shall not be controlled by any person who shall be defined as a disqualified person under the terms of Section 4946 of the Code.

5. In the event of termination, dissolution or winding up of the Corporation in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed to one or more of the organizations described in Section 501 (c) (3) of the Code.

6. The powers and purposes of this corporation shall at all times be construed and limited as to enable the Corporation to qualify as a charitable institution organized and existing under the Virginia Nonstock Corporation Act. 2

Article V

The Corporation shall have no members with voting rights.

The current Board of Directors is as follows:

Name / Addressss (addresses are not posted to this site)

Ed Coleman

Norma Draper

Elizabeth Fields

Lynda Frink

Riley E. Ingram

Dolores H. Lane

Sally Sparks

Jerry J. Skalsky

Julia Skeens

Don Wilson

Date: August 21, 2010 By: Donald L. Wilson II, President