Veterans Empowered Inc.

ARTICLES OF INCORPORATION & BY-LAWS

The undersigned, for the purpose of forming a nonprofit corporation under Chapter 317A of the laws of the State of Minnesota, does hereby make and adopt the following Articles of Incorporation:

ARTICLE I. The name of the corporation is: VETERANS EMPOWERED, INC.

ARTICLE II. The Mission of Veterans Empowered is to inform, assist and convey information to U.S. Veterans suffering from traumatic stress and Post Traumatic Stress Disorder (PTSD). Veterans Empowered Inc. is a Minnesota based nonprofit corporation formed to educate the population and raise funding for the purpose of collecting data, writing, publishing and distributing written PTSD materials free of charge to U.S. Veterans, hospitals and organizations throughout the United States. A secondary purpose is to increase awareness for the general public as to the nature of military trauma and its long-term impact on those who have served. This increased awareness will serve to provide support and decrease the stigma both individually and collectively to those who suffer from PTSD and other trauma-related conditions.

ARTICLE III. The corporation does not afford pecuniary gain, incidentally or otherwise, to its members.

ARTICLE IV. The duration of the corporation is perpetual.

ARTICLE V. The corporation will seek tax exempt recognition under Section 501(c)(3) of the Internal Revenue Service Code.

ARTICLE VI. The corporation and its members shall not undertake any activity that may be prohibited by the Internal Revenue Service for organizations seeking tax exempt status.

ARTICLE VII. The location of the registered office of this corporation within the State of Minnesota is: 117 East Center Street, Rochester, MN 55904.

ARTICLE VIII. The name and post office address of the incorporator of this corporation is as follows: Thomas R. Braun, 117 East Center Street, Rochester, MN 55904.

ARTICLE IX. Four directors shall constitute the first Board of Directors and they shall serve until the first annual meeting of the corporation or until their successors are sooner or thereafter duly elected and qualified, and their names and respective addresses are as follows:

1. Thomas Braun, Director & Board Chair (Attorney)

2. Steven Lansing, Director & President (U.S. Air Force, Vietnam Veteran)

3. Cliff Reynolds, Director & Vice President (U.S. Army, Vietnam Veteran)

4. B. Wayne Quist, Director & Secretary/Treasurer (USMC/USAF Vietnam/ME Veteran)

5. Jeremy Nelson, Director (U.S. Army Green Beret, Afghanistan/Special Ops Veteran)

6. Ann Lansing, Director (Certified Addictions Registered Nurse)

7. Coltin Schmidt, Veterans Court, Director (Probation Officer, Veterans Court)

8. Jennifer Schumacher, Director (U.S. Army Afghanistan Veteran, V.S.O.)

9. Preston Selleck, Director (U.S. Marine Corps Afghanistan Veteran, Attorney)

10. Christine Lueders, Director (Paralegal)

ARTICLE X. There shall be no personal liabilities of the members of the corporation for corporate obligations.

ARTICLE XI. This corporation is organized on a non-stock basis. This corporation shall not issue shares of stock.

ARTICLE XII. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code. Any assets not so disposed shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is located. Disposal shall be made exclusively for exempt or public purposes or be made to such organization or organizations as the court shall determine to be organized exclusively for such purposes.

BY-LAWS OF VETERANS EMPOWERED, INC.

ARTICLE I. Corporate Powers

In furtherance of the express purposes of this corporation, all as are more fully set forth in the Articles of Incorporation, the corporation shall have, and exercise, all the powers conferred upon it by the statutes of the State of Minnesota, now existing or as hereinafter amended or enacted.

ARTICLE II. Corporate Purpose

Section 1. Nonprofit Purpose. This 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 Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2. Specific Purpose. The purpose of the corporation is to educate, inform, assist and convey information to U.S. Veterans suffering from traumatic stress and Post Traumatic Stress Disorder (PTSD). Veterans Empowered Inc. is a Minnesota base nonprofit corporation formed to educate the population and raise funding for the purpose of collecting data, writing, publishing and distributing written PTSD materials free of charge to U.S. Veterans, hospitals and organizations throughout the United States. A secondary purpose is to increase awareness of the general public as to the nature of military trauma and its long-term on those who have served. This increased awareness will serve to provide support and decrease the stigma both individually and collectively to those who suffer from PTSD and other trauma related conditions.

ARTICLE III. Board of Directors

Section 1 General Powers. The affairs of the corporation shall be managed by its Board of Directors, which shall have the power to transact all business of the corporation in accordance with these By Laws and the provisions of the Minnesota Nonprofit Corporation Act, Minnesota Statutes 317.A, and all future laws amendatory thereof and supplementary thereto, not inconsistent with these By Laws and the Articles of Incorporation.

Section 2 Number, Tenure and Qualifications. The Board of Directors of the corporation shall consist of at least three (3), but not more than ten (10), members. Once elected, a director serves for an indefinite term that expires at the next regular meeting of the corporation. A director holds office for the term for which the director was elected and until a successor is elected by a majority vote of the members of the Board of Directors, and has qualified, or until the director's earlier death, resignation, removal, or disqualification. The name and address of each member of the first Board of Directors shall be those persons identified in the Articles of Incorporation. The term of office of each such member of the first Board of Directors shall be until such Director's successor shall have been appointed or selected or shall otherwise qualify for office.

Section 3 Annual Meeting. The Board of Directors shall conduct its annual meeting on the day or date, and at the time and place, as shall be fixed by a resolution adopted by a majority of the Directors.

Section 4 Regular Meetings. Regular meetings of the Board of Directors shall be held on the day or date, and at the time and place, as may from time to time be fixed by resolution adopted by a majority of the Directors.