ARTICLES OF INCORPORATION

OF

RICHMOND BMW RIDERS CLUB

The undersigned, pursuant to Chapter 10 of Title 13.1 of the Code of Virginia, states as follows:

1. The name of the corporation is RICHMOND BMW RIDERS CLUB.

2. The corporation is to have a single class of members with qualifications and rights, including voting rights, as stated in the bylaws.

3. The officers and directors of the corporation shall be elected at the annual meeting of members by a plurality of the votes cast by the members entitled to vote in the election. The immediate past President of the corporation and the persons elected President, Vice President, Secretary and Treasurer of the corporation at the annual meeting shall be directors of the corporation ex officio.

4. The name of the corporation's initial registered agent is David L. Jennings, Sr. The initial registered agent is an individual who is a resident of Virginia and an initial director of the corporation.

5. The corporation's initial registered office address, which is identical to the business office of the initial registered agent, is 6486 Lark Way, Mechanicsville Virginia 23111. The initial registered office is physically located in the County of Hanover.

6. The initial directors are:

Name Address

David L. Jennings, Sr. 6486 Lark Way, Mechanicsville Virginia 23111

Norton Rubinstein 8711 Old Spring Road, Richmond, Virginia 23235

Michael Shoaf 14024 Bluff Ridge Drive, Chesterfield, Virginia 23238

Michele M. Jennings 6486 Lark Way, Mechanicsville, Virginia 23111

Michael R. Gross 6908 Three Chopt Rd. Richmond, Virginia 23226

7. INCORPORATOR:

_____________________________ James W. Featherstone, III

SIGNATURE PRINTED NAME