TO:  The Honorable Matt Blunt
        Secretary of State
        State of Missouri
        P.O. Box 778
        Jefferson City, Missouri 65102

The undersigned, John L. Patton, 16 North Eighth St., Columbia MO 65201, being a natural person of the age of 18 years or more and citizen of the United States, for the purpose of forming a corporation under the A General Not-For-Profit Corporation Law of the State of Missouri, do hereby adopt the following Articles of Incorporation:

1. The name of the corporation is: Missouri Association of Sewer    Districts.
   
2. The period of duration of the corporation is perpetual.
   
3. The corporation is a mutual benefit corporation.
   
4. The address of its initial registered office in the State of Missouri is P O Box 696, 1165 Cherry Street, Poplar Bluff, Missouri 63902 and the name of its initial registered agent at said address is Scott Robbins.
   
5. The first board of directors shall be not less than three in number and the first board of directors may by majority vote change the number of directors to not less than three, nor more than the number of members admitted to membership of the corporation; the board of directors shall adopt bylaws, rules and regulations for the government of the corporation, which may be changed from time to time. The power to make, alter, amend or repeal the bylaws for the regulation and management of the affairs of the corporation shall be vested in the board of directors of the corporation as set forth in the bylaws of the corporation.
   
6. The purposes for which the corporation is organized are as follows: the corporation is organized and will be operated exclusively for educational and scientific purposes to promote, develop and implement technology, education, educational programs and information for the improvement and advancement of the treatment, collection and disposal of commercial and residential wastewater by non-municipal publicly owned and operated sanitary sewer districts organized under the Revised Statutes of Missouri, and to generally perform or exercise any other legal powers which are permitted of general not-for-profit corporations.
   
7. The corporation shall not be used for either business or political purposes, or for pecuniary gain or profit of any of its members, or to finance the political purposes or business activities of any of its members. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, officers or other private persons, except that the corporation 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 Section 6 hereof.
   
8. The Board of Directors of the corporation shall adopt by-laws, rules and regulations for the government of the corporation, which may be changed from time to time.
   
9. The corporation shall have members; memberships shall be limited to non-municipal publicly owned and operated sanitary sewer districts organized under the Revised Statutes of Missouri. The voting rights and powers of the members of the corporation shall be established by the by-laws of the corporation and consistent with the laws of the state of Missouri.
   
10. The corporation may be voluntarily or involuntarily dissolved pursuant to the laws of the state of Missouri. The board of directors may vote to approve voluntary dissolution by majority vote. The assets of the corporation in the process of dissolution shall be applied and distributed as follows:

a. All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor;

b. Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition incurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements;

c. Any other assets remaining undistributed shall be disposed of as permitted by the laws of the state of Missouri applicable to mutual benefit corporations by majority vote of the board of directors.

IN WITNESS WHEREOF, the undersigned have executed these Articles of Incorporation this 5th day of July, 2001.

John L. Patton

STATE OF MISSOURI)
                                 ) ss
COUNTY OF BOONE )

I, Courtney Russell, a Notary Public, do hereby certify that on the 5th day of July, 2001, personally appeared before me John L. Patton, who being first duly sworn declared that he is the person who executed the foregoing document as incorporator and that the statements contained therein are true.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal, at my office in Columbia, Missouri, the day and year first above written.

Courtney Russell
Notary Public