ARTICLES OF INCORPORATION
OF
U.S.S. GREGORY (DD802) ASSOCIATION, INC.

    We, the undersigned, all resident Citizens of the United States of America, desire to form a Corporation under the provisions of the "Alabama Nonprofit Corporation Act", Section 10-3A-1 et seq., Code of Alabama, 1975 as amended, present this signed and verified Articles of Incorporation for filing and recording.  This Corporation elects coverage under Section 501 (C) (19) Internal Revenue Code, as a non profit corporation. The undersigned incorporators, all of whom are Resident Citizens of the United States and have served a tour on the U.S.S. Gregory DD802, have voluntarily associated themselves together for the purpose of forming a not-for-profit corporation and adopt the following Articles of Incorporation.

Article One

The name of the Corporation shall be U.S.S. Gregory (DD-802) Association, Inc.

ARTICLE TWO

The term of existence of the Corporation shall be perpetual.

ARTICLE THREE

The purposes for which the Corporation is organized are exclusively charitable, benevolent, educational, civic, religious, social, fraternal, scientific, literary, educational and patriotic, within the meaning of Section 501 (c) (3) (19) of the Internal Revenue Code of 1954 with a corresponding provision of any future United States Internal Revenue law; to foster, encourage and develop of raising and distribution of monies for and to associations, organizations and entities dedicated to civic, charitable, benevolent, educational, recreational and charitable purposes.

This Corporation does not contemplate pecuniary gain or profit to the members thereof, and the specified purposes for which it is formed shall be (1) to foster and perpetuate the comradeship forged in the crucible of combat; (2) to preserve and commemorate the memory of comrades who had died; (3) to endeavor to increase the awareness of and appreciated for the sacrifices made, the ordeals endured and the services rendered by the Destroyermen of World War II, Korea and Vietnam.

This Corporation shall have and exercise any and all powers, rights and privileges which a corporation organized under the Not-For-Profit Corporation Law of the State of Alabama by law may now or hereafter have or exercise.

ARTICLE FOUR

    This Corporation shall have no shareholders, and shall be governed by the functions and duties of the U.S.S. Gregory (DD802) Association, Inc.

ARTICLE FIVE

    The control and management of this Corporation is vested in a Board of Directors. The Board shall consist of four (4) members. The term of office will be on a staggered system and will be elected at the reunions.

    The names and addresses of the initial Board of Directors and designated officers of this Corporation who shall serve until the first annual election of directors and their successors are duly elected and qualified are:

Ford L. Richardson                                        Director/President
1676 Willow Avenue
Lake Havasu City, AZ 86403-5630

James L. Williams                                          Director/Vice-Pres.
2315 S. Sunset Road
Camp Verde, AZ 86322

Thomas C. Dossey                                         Director/Treasurer
2215 E. Walnut Avenue
Orange, CA 92867

Harold Howell                                                   Director/Secretary
105 Rosewood Drive
Prattville, AL 36066

The names and addresses of each incorporator are:

                    Ford L. Richardson                                          Director
              1676 Willow Avenue
               Lake Havasu City, AZ 86403-5630

James L. Williams                                            Director
2315 5. Sunset Road
Camp Verde, AZ 86322

Thomas C. Dossey                                           Director
2215 E. Walnut Avenue
Orange, CA 92867

Harold Howell                                                    Director
105 Rosewood Drive
Prattville, AL 36066

    This Corporation shall be managed by the officers designated in Article Four above. The officer positions shall be President, Vice-President, Treasurer, and Secretary and shall serve until new officers are elected at each reunion.

    The name of the Registered Agent and Registered office of this Corporation is Harold Howell, 147 E. Main St. , Prattville, Alabama 36067.

    This Corporation shall not be authorized to issue shares of stock and is not of a business character.

    No part of the income or principal of this Corporation shall inure to the benefit of or be distributed to any volunteer, director or officer of this Corporation.

    In the event of dissolution after payment, satisfaction and discharge of all liabilities and obligations, the residual assets,. if any, of the association will be turned over to one or more organization which themselves are exempt as organizations in Section 501 (C) (3) and 170 (C) (2) of the Internal Revenue Code of 1954 as amended or corresponding sections of any prior or future law, or to the Federal, State or local government for the exclusive public purpose.

    There shall be no personal, individual or other liability on the part of any Director or Officer for the debts or obligations of this Corporation.

IN WITNESS WHEREOF, we have hereto set our hands and seals as incorporators, this the 11th day of August, 1997.

                Ford L. Richardson                            James L. Williams

                Thomas C. Dossey                            Harold Howell

Notarized signatures on file with the U.S.S. Grergory (DD-802) Association, Inc. Secretary/Treasurer.