RESTATED ARTICLES OF INCORPORATION OF THE BOYS TOWN NATIONAL ALUMNI ASSOCIATION

ARTICLE I - Name
The name of the corporation is The Boys Town National Alumni Association.

ARTICLE II - Duration
The period of duration of the Association is perpetual.

ARTICLE III - Purposes
This Association is a public benefit corporation, and is organized to promote, support, and assist alumni activities of former citizens of Father Flanagan's Boys Town, and Boys Town USA, and to promote the general welfare of Father Flanagan's Boys Town, and Boys Town USA. The corporation will operate exclusively as a not-for-profit corporation within the meaning of Section 501 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) specifically as an Association operating under a Lodge System as provided in Section 501(c)(l0) of the Code.

ARTICLE IV - Powers
The Association shall have and exercise all powers and rights conferred upon corporations by the Nebraska Nonprofit Corporation Act and any enlargements of such powers and rights conferred by subsequent legislative acts or acts of the voters of the State of Nebraska; the Association shall have and exercise all powers and rights, not otherwise denied nonprofit corporations by the laws of the State of Nebraska or by these Articles of Incorporation, as are necessary, suitable, proper, convenient, or expedient to the attainment of the purposes set forth in Article III. The Association shall not have or exercise any powers or rights which conflict with the purposes set forth in Article III.

ARTICLE V - Prohibited Transactions
No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Association 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 Article III hereof. No substantial part of the activities of the Association shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Association 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. Notwithstanding any other provision of these Articles of Incorporation, the Association shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 50l(c)(10) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).

ARTICLE VI - Members
The Association may have one or more classes of members. The designation of the class or classes, the manner of election or appointment, and the qualifications and rights of the members shall be as set forth in the Bylaws of the Association.

ARTICLE VII - Disposition of Assets Upon Dissolution
Upon the dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law) as the Board of Directors shall determine.

ARTICLE VIII - Indemnification of Officers, Directors, Employees and Agents
The Association shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the Association by reason of the fact that such person is or was a director, officer, employee, or agent of the Association, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorney's fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such action,  suit, or proceeding if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Association, and with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

ARTICLE IX - Registered Office and Registered Agent
The mailing address of the registered office of the Association is P. O. Box 2, Boys Town, Nebraska, 68010, and the name of its registered agent at such address is Tony Jones.