The undersigned, Stephen Miller, whose Post Office Address is 1903 Bishops Castle Drive, Olney, Maryland 20832, being of full legal age and a citizen of the State of Maryland and of the United States, acting as incorporator, does hereby form a non-stock corporation for the purposes and objects hereinafter stated, under and by virtue of the Maryland General Corporation Law and the General Laws of the State of Maryland.

1. The name of the corporation (hereinafter called the "Corporation") is National Organization of Test, Research and Training Reactors, Inc.

2. The Corporation is organized and shall be operated exclusively for educational and scientific purposes in accordance with the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). Specifically, the Corporation is organized and shall be operated exclusively for the following objects and purposes:

A. To share and coordinate information and research relating to the development and operation of test, research and training reactors; to share and coordinate information and research regarding the technology utilized in such reactors; to identify problems associated with such technology and develop solutions to such problems; to develop new uses for such technology; to bring together scientists and other persons in the nuclear field for the foregoing purposes; and to make all such information and research available to the general public;

B. To share and coordinate information and research regarding nuclear safety; to promote the safe and healthful use and operation of test, research and training reactors; and to consult with scientists and others regarding health and safety issues associated with the development, use and operation of test, research and training reactors;

C. To review test, research and training reactor facilities; to help identify safety and other problems with such facilities; and to recommend solutions to such problems;

D. To educate the general public regarding nuclear reactors and the other matters set forth above; and to make available to the general public scientific information and other educational materials relating to such matters;

E. In furtherance of the foregoing purposes, to apply for and receive public and private grants; to enter into contracts, agreements and joint ventures; to receive from any individual, entity, person, firm or corporation by contribution or otherwise property of any kind, nature or description; to hold, manage, invest, reinvest, use and expend all such property and all income derived from such property; and to pledge, encumber, mortgage or grant a security interest in any and all assets and property of the Corporation as security for any indebtedness or obligation of the Corporation; and

F. To engage in any other activity which may be necessary or proper to promote the purposes for which the Corporation is formed (even though not specifically set forth herein), subject to such limitations as are contained in the General Laws of the State of Maryland; provided, however, that notwithstanding any other provision of these Articles: (i) no substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, (ii) the Corporation shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of (or in opposition to) any candidate for public office, and (iii) the Corporation shall not carry on any activity not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or any successor provision.

3. The Post Office Address of the place at which the principal office of the Corporation in the State of Maryland will be located is 1903 Bishops Castle Drive, Olney, Maryland 20832. The Resident Agent of the Corporation is Stephen Miller, whose Post Office Address is 1903 Bishops Castle Drive, Olney, Maryland 20832. Said Resident Agent is a citizen of the State of Maryland and actually resides therein.

4. The Corporation shall have no authority to issue capital stock. The qualifications for, and other matters relating to, the Members of the Corporation shall be set forth in the By-Laws of the Corporation.

5. The affairs of the Corporation shall be managed by a Board of Directors. The Corporation shall have three (3) Directors and the following persons shall act as such until their successors are duly chosen and have qualified in accordance with the By-Laws of the Corporation:

Brian Dodd
Mark Moore
Stephen Miller

Notwithstanding the foregoing, the Corporation may determine by its By-Laws the classification and number of its Directors, which may from time to time be fixed at a number other than that set forth above, but shall never be less than the minimum number required by applicable law.

6. The Corporation shall not be conducted or operated for profit. No part of the net earnings of the Corporation shall inure to the benefit of or be distributed to any Director, Member, officer or private individual, nor shall any of such net earnings or the property or assets of the Corporation be used other than for the purposes set forth herein.

7. In the event of the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, or by operation of law, the assets of the Corporation shall be distributed to one or more Qualified Organizations (as hereinafter defined) as the Board of Directors shall determine, or in such other manner as the Board of Directors shall determine in accordance with applicable law and the requirements of Section 501(c)(3) of the Code. For purposes of this Paragraph 7, the term "Qualified Organization" shall mean an educational and/or scientific organization which is, at the time of such distribution, exempt from federal income tax under Section 501(c)(3) of the Code and described in Section 509(a)(1) or (2) of the Code. In the event that any of such assets are not so distributed, the Board of Directors, on behalf of the Corporation, shall petition a state court having jurisdiction with respect to the Corporation, and request such court to distribute such assets to one or more Qualified Organizations as the court shall determine.

8. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of Directors and officers, no Director or officer of the Corporation shall be liable to the Corporation or its Members for money damages. Neither the amendment nor repeal of this Paragraph 8, nor the adoption or amendment of any other provision of the charter or By-Laws of the Corporation inconsistent with this Paragraph 8, shall apply to or affect in any respect the applicability of the immediately-preceding sentence to any act or failure to act which occurred prior to such amendment, repeal or adoption.

9. (a) Any person who is or who has served as a Director or officer of the Corporation, or, at the Corporation's request, of any other corporation, partnership, joint venture, association or other enterprise, shall be indemnified and held harmless by the Corporation against any and all liabilities, costs and legal or other expense, including, without limitation, judgments and amounts paid in settlement, reasonably incurred by or impressed upon such person in connection with any claim, action, suit or proceeding, civil, administrative or investigative, to the full extent permitted by Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended.

(b) Agents and employees of the Corporation who are not Directors or officers of the Corporation may be indemnified under the same standards and procedures set forth above, in the discretion of the Board of Directors of the Corporation.

10. The Corporation shall have perpetual existence.

I have signed these Articles of Incorporation, acknowledging the same to be my act, on this ____ day of _________, 1997.

______________________________
Stephen Miller

Section 1. Membership. Any individual may become a Member of the Corporation upon submission of an application form to the President of the Corporation. The Secretary of the Corporation, in conjunction with the President of the Corporation, shall maintain a list of the Members of the Corporation.

Section 2. Withdrawal. Any Member may withdraw as a Member of the Corporation at any time by giving notice to the President of the Corporation. In addition, if an individual fails to attend five (5) or more consecutive annual meetings of Members, the President (or his designee) shall have the right to remove such individual as a Member of the Corporation.

Section 3. Annual Meeting. There shall be an annual meeting of Members for the election of Directors and for the transaction of such other business as may properly come before the meeting. Each such annual meeting shall be held on such date and at such location as the Members of the Corporation shall determine.

Section 4. Special Meetings. In addition to the annual meeting of Members, special meetings of the Members shall be held upon the call of the Board of Directors or of a majority of the Members of the Corporation. Each such special meeting shall be held on such date and at such location as shall be determined by the Directors or Members (as the case may be) calling the meeting.

Section 5. Notice of Meetings. Notice of the time and place of each annual meeting, and of the time, place and purpose of each special meeting, shall be given to each Member by the Secretary of the Corporation, not less than ten (10) nor more than one hundred eighty (180) days before such meeting. The giving of notice shall be deemed to have been waived by any Member who (a) signs a waiver of the notice either before, at or after such meeting, or (b) is present at the meeting (unless such Member's presence at the meeting is for the purpose of protesting the lack of proper notice).

Section 6. Quorum; Adjournments of Meetings. At all meetings of the Members, a majority of the Members who have registered to attend such meeting shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Members present at a meeting may adjourn the meeting from time to time until a quorum is obtained. At any such adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting as originally called.

Section 7. Voting. Each Member shall have one (1) vote on all matters to be voted upon by the Members of the Corporation. Except as set forth in these By-Laws, any action which is approved by a majority of the votes entitled to be cast at a meeting of the Members at which a quorum is present shall be the action of the Members.

Section 1. Powers and Duties. Except as otherwise provided in the Articles of Incorporation of the Corporation or in these By-Laws, the affairs and property of the Corporation shall be managed and controlled by the Board of Directors, and all powers of the Corporation shall be exercised by or under the authority of the Board of Directors.

Section 2. Number of Directors; Election and Term of Office. The Corporation shall have four(4) Directors, which number may be increased or decreased upon the vote of a majority of the entire Board of Directors; provided, however, that (a) the number of Directors shall never be less than the minimum number required by applicable law, and (b) no decrease in the number of Directors shall affect the tenure of office of any Director. Each Director shall hold office for a term of one (1) year and until his or her successor shall be elected and qualified, or until his or her earlier resignation, incapacity, death or removal. The original Directors of the Corporation are named in the Articles of Incorporation of the Corporation. Except as set forth in these By-Laws, subsequent Directors shall be elected by the Members of the Corporation at the annual meeting of Members.

Section 3. Resignation. Any Director may resign as a Director of the Corporation at any time by giving written notice to the President of the Corporation.

Section 4. Removal. Any Director of the Corporation may be removed at any time, with or without cause, upon the vote of a majority of the votes entitled to be cast at a meeting of the Members at which a quorum is present.

Section 5. Vacancies. Any vacancy in the Board of Directors arising at any time and from any cause, including, but not limited to, any increase in the number of Directors, may be filled at any meeting of the Board of Directors by a majority vote of the Directors then in office. Any Director who has been so elected to fill such a vacancy shall hold office until the next election of Directors and until his or her successor shall be elected and qualified.

Section 6. Annual Meeting. There shall be an annual meeting of the Board of Directors for the election of officers of the Corporation and for the transaction of such other business as may properly come before the meeting. Each such annual meeting shall be held on such date and at such location as the Board of Directors shall determine.

Section 7. Special Meetings. In addition to the annual meeting of the Board of Directors, special meetings of the Board of Directors shall be held upon the call of a majority of the Directors. Each such special meeting shall be held on such date and at such location as shall be determined by the Directors calling the meeting.

Section 8. Notice of Meetings. Notice of the time and place of each annual meeting, and of the time, place and purpose of each special meeting, shall be given to each Director by the Secretary of the Corporation, not less than ten (10) nor more than one hundred eighty (180) days before such meeting. The giving of notice shall be deemed to have been waived by any Director who (a) signs a waiver of the notice either before, at or after such meeting, or (b) is present at the meeting (unless such Director's presence at the meeting is for the purpose of protesting the lack of proper notice).

Section 9. Quorum; Adjournments of Meetings; Action by Directors. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present at a meeting may adjourn the meeting from time to time until a quorum is obtained. At any such adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting as originally called. Except as set forth in these By-Laws, the action of a majority of the Directors present at a meeting at which a quorum is present shall be the action of the Board of Directors.

Section 10. Participation by Telephone. Any one or more members of the Board of Directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 11. Informal Action by Directors. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if a written consent to such action is signed by all of the Directors and such written consent is filed with the minutes of the proceedings of the Board of Directors.

Section 1. Officers. The officers of the Corporation shall consist of a President, a President-Elect, a Secretary and a Treasurer. The President may also be known as the Chairman. In addition, the Board of Directors may appoint such other officers as the Board of Directors shall from time to time deem advisable.

Section 2. Election and Term of Office. The officers of the Corporation shall be elected at the annual meeting of the Board of Directors from among their number. Officers shall hold office for a term of one (1) year or until their successors shall be elected and qualified; provided, however, that notwithstanding the foregoing, the Treasurer of the Corporation shall hold office for a term of four (4) years or until his successor shall be elected and qualified.

Section 3. Removal. Any officer of the Corporation may be removed at any time, with or without cause, upon the vote of a majority of the Directors of the Corporation.

Section 4. Vacancies. Any vacancy in any office may be filled by the Board of Directors. Any officer who has been elected to fill such a vacancy shall hold office until the next election of officers and until his or her successor shall be elected and qualified.

Section 5. Duties of President. The President shall be the chief operating officer of the Corporation, shall have the authority to execute, in the name of the Corporation, all duly-authorized contracts, agreements and other instruments, and shall perform such other functions as set forth in these By-Laws. The President shall have such other powers and duties as may be assigned to him or her from time to time by the Board of Directors.

Section 6. Duties of Other Officers. All other officers of the Corporation shall have such authority and shall perform such duties as is customary for their respective position and as may be assigned from time to time by the Board of Directors.

The Corporation shall have an Executive Committee comprised of the President, the immediate Past President, the President Elect, the Secretary, the Treasurer and one or more other individuals selected by the President from among the Members of the Corporation. Prior to each annual meeting of Members, the Executive Committee shall nominate a slate of Directors, which slate shall be submitted to the Members for a vote at such annual meeting. In addition, at the request of the Board of Directors, the Executive Committee shall provide assistance to the Directors in performing their functions hereunder. At any meeting of the Executive Committee, a majority of the total number of members of the Executive Committee shall constitute a quorum for the transaction of business. The action of a majority of the members of the Executive Committee present at a meeting at which a quorum is present shall be the action of the Executive Committee.

Section 1. Bank Accounts. The Treasurer is authorized to select banks and other depositories for funds of the Corporation. Section 2. Checks. The Board of Directors shall determine who, if anyone, in addition to the President and Treasurer of the Corporation, shall be authorized from time to time to sign checks, drafts and other orders for the payment of money on behalf of the Corporation.

No Director or officer of the Corporation shall receive, directly or indirectly, any salary or other compensation for services to the Corporation in such capacity.

The fiscal year of the Corporation shall end on the last day of December, or on such other date as may be fixed from time to time by the Board of Directors.

In all activities of the Corporation, there shall be no discrimination on the basis of age, sex, race, creed, color, religion, nationality, place of origin or political affiliation.

These By-Laws may be modified or amended, in whole or in part, upon (a) the affirmative vote of at least fifty-one percent (51%) of the Members of the Corporation present at a meeting of the Members at which a quorum is present, or (b) the affirmative vote of at least fifty-one percent (51%) of all of the Directors of the Corporation.

The undersigned, constituting all of the Directors of National Organization of Test, Research and Training Reactors, Inc. (the "Corporation"), as named in the Articles of Incorporation of the Corporation, do, by affixing their signatures hereto, as of the ______ day of _______________, 1997, hereby consent to, adopt and approve the following:

RESOLVED, that the Articles of Incorporation of the Corporation filed with the State Department of Assessments and Taxation of Maryland be and they are hereby adopted as the Charter of the Corporation, and that a copy of the said Articles be attached to this Informal Action, along with a copy of the notice from the State Department of Assessments and Taxation of Maryland advising that the Articles of Incorporation were received and approved and that the necessary bonus tax and recording fee have been paid; and

FURTHER RESOLVED, that the draft of By-Laws of the Corporation, in the form attached to this Informal Action, be and they are hereby approved; and

FURTHER RESOLVED, that the following officers of the Corporation be and they are hereby elected to serve until the first annual meeting of Directors and until their successors are duly elected and have qualified:

Brian Dodd President
Mark Moore Treasurer
Stephen Miller Secretary