Board of Directors

Article I: Name

Section 1.1 Name. The name of the Corporation is Skills Group (the “Corporation”).

Section 1.2 Registered Office. The registered office of the Corporation shall be located at 957 Rowena Dr. Ebensburg, PA 15931.

Article II: Object And Purpose

Object And Purpose

Article II

Section 2.1 Supporting Organization. The Corporation is a controlling and supporting organization of Skills of Central PA (“Skills”), The Skills Foundation (“Foundation”), Skills Development, Inc. (“SDI”), Blair Commons Inc. (“BCI”), Chestnut Commons Inc. (“CCI”), and Waupalani Apartments, Inc. (“WAI”) which are collectively referred to as the “Affiliates” and individually as “Affiliate”.

Section 2.2 Purpose. The Corporation is a nonprofit corporation organized under the provisions of the Pennsylvania Nonprofit Corporation Law of 1988, as amended, to operate exclusively for the support and benefit of the Affiliates so long as such organizations are described in Section 501(c)(3) and 509(a)(1) or 509(a)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) and regulations thereunder as they now exist or as they may hereafter be amended, and in furtherance of the purposes, the Corporation may:

a. provide management, administrative and related services to the Affiliates;

b. To establish, oversee, support, sponsor, promote, operate and maintain a network of services including Community Homes, Family Living Homes, Adult Training Facilities, Vocational Facilities, Older Adult Daily Living Centers, Mobile Psychiatric Rehabilitation programs, and other facilities and programs so as to create opportunities, provide services and support, and promote recovery to enhance and improve the quality of life for people with disabilities or other developmental challenges, behavioral health, addiction diagnosis, and other social service needs and otherwise support and promote the exempt purposes of the Affiliates;

c. receive contributions from whatever source, whether unrestricted or for designated purposes, and hold the same for such designated purposes or subject to any conditions specified in the terms of the gift or grant and in furtherance of the purposes of the Corporation described herein;

d. in furtherance of the purposes set forth herein, otherwise operate exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Code, and solely for such purposes exercise all rights and powers conferred by the laws of the Commonwealth of Pennsylvania upon nonprofit corporations in the course of which operation:

i. no substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, nor shall the Corporation participate in or intervene in (including the publishing or distributing of statement) any political campaign on behalf of or in opposition to any candidate for public office;

ii. 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 forther herein; and

iii. notwithstanding any other provisions set forth herein, the Corporation shall not carry on any other activities no permitted to be carried on:

A. by a corporation exempt from federal income taxation under Section 501(c)(3) or corresponding provisions of any subsequent federal tax laws or

B. by a corporation, contributions to which are deductible for federal income tax purposes.