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AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
IOWA NURSES' ASSOCIATION

To the Secretary of State
of the State of Iowa:

Pursuant to the provisions of Section 39 of the Iowa Nonprofit Corporation Act, Chapter 504A, Code of Iowa, the undersigned corporation adopts the following Amended and Restated Articles of Incorporation, which correctly set forth the corporation's Articles of Incorporation, as amended, and which have been duly adopted as required by law:

ARTICLE I
NAME OF CORPORATION

The name of the corporation is Iowa Nurses Association, hereinafter referred to as the "Corporation."

ARTICLE II
DURATION OF CORPORATION

The Corporation shall have perpetual duration.

ARTICLE III
PURPOSES OF CORPORATION

The Corporation is organized so as to qualify and operate as an organization described in Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, and in this connection, the purposes for which the Corporation is formed, and the business and objects to be carried on and promoted by it, are as follows:

(a) To work for the improvement of health standards and the availability of health care services for all people;

(b) To foster high standards of nursing;

(c) To stimulate and promote the professional development of nurses, which shall include basic, continued, and continuing education, and to advance their economic and general welfare;

(d) To serve as a constituent member of the American Nurses Association;

(e) The Corporation is irrevocably dedicated to and operated exclusively for nonprofit purposes, and shall have unlimited power to engage in and to do any lawful acts concerning any and all lawful purposes for which corporations may be organized under the provisions of the Iowa Nonprofit Corporation Act, Chapter 504A of the current Code of Iowa, and the Revised Iowa Nonprofit Corporation Act, set forth in Senate File 2274, 80th General Assembly, and which are not prohibited from being possessed or exercised by an organization exempt from federal income tax pursuant to Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.

The Corporation's purposes shall be unrestricted by considerations of age, color, creed, disability, gender, health status, lifestyle, nationality, race, religion or sexual orientation.

ARTICLE IV
MEMBERS OF THE CORPORATION

The Corporation shall have one or more classes of members, as provided in the Bylaws of the Corporation. The Corporation's members shall have such voting and other rights as are specified in these Articles of Incorporation and in the Corporation's Bylaws. A member may appoint a proxy to vote or otherwise act for the member by signing an appointment form or by an electronic transmission.

The members of the Corporation are authorized to designate delegates having some or all of the authority of members as set forth in the corporation's Bylaws. The Bylaws shall set forth the characteristics, qualifications, rights, limitations and obligations of delegates, including their selection and removal.

ARTICLE V
BOARD OF DIRECTORS

The business and affairs of the Corporation shall be managed under the direction of its board of directors. The number of directors of the Corporation and their qualifications shall be as specified in the Corporation's Bylaws. All directors must be individuals.

The Corporation's Bylaws may provide that one or more persons may exercise some or all of the powers which would otherwise be exercised by the board of directors. To the extent so authorized, any such person or persons shall have the duties and responsibilities of the board of directors, and the directors shall be relieved to that extent from such duties and responsibilities.

ARTICLE VI
PRIVATE INUREMENT AND OTHER PROHIBITED ACTIVITIES

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 Article III hereof. The Corporation shall not lend money to or guarantee the obligation of any of its directors or officers. Notwithstanding any other provisions of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended.

ARTICLE VII
REFERENCES TO INTERNAL REVENUE LAWS

Any reference in these articles to a section of the Internal Revenue Code of 1986 shall be interpreted to include reference to the corresponding provisions of any future Internal Revenue law and to any existing or future Regulations of the Internal Revenue Code of 1986, or any future Internal Revenue law.

ARTICLE VIII
DISSOLUTION

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, distribute or convey, as the Board of Directors shall determine, all assets of the Corporation to an organization or organizations created or operated for nonprofit purposes similar to those of the Corporation as shall qualify as an exempt organization or organizations under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended. Any such assets not so distributed shall be distributed by the district court of the county in which the principal office of the Corporation is then located, exclusively for the aforesaid purposes of the Corporation, or to such qualified organization or organizations as the court shall determine.

ARTICLE IX
NON-LIABILITY

Except as otherwise provided by law, a director, officer, employee or member of the Corporation is not liable for the Corporation's debts or obligations and a director, officer, member or other volunteer is not personally liable in that capacity, for a claim based upon any action taken or failure to take any action in the discharge of the person's duties, except liability for: (1) the amount of any financial benefit to which the person was not entitled; (2) an intentional infliction of harm on the Corporation or its members; (3) a violation of Section 834 of the Revised Iowa Nonprofit Corporation Act; or (4) an intentional violation of criminal law. If Iowa law is hereafter changed to permit further elimination or limitation of the liability of directors, officers, employees, members or other volunteers for monetary damages to the Corporation, then the liability of such director, officer, employee, member or other volunteer of the Corporation shall be eliminated or limited to the full extent then permitted. The directors, officers, employees, members or other volunteers of the Corporation have agreed to serve in their respective capacities in reliance upon the provisions of this Article.

ARTICLE X
INDEMNIFICATION

Except as otherwise provided by law, a director of this Corporation shall be indemnified by the Corporation for liability, as defined in Section 851, subsection 5, of the Revised Iowa Nonprofit Corporation Act, to any person for any action taken, or any failure to take any action, as a director, except liability for any of the following: (1) receipt of a financial benefit to which the director is not entitled; (2) an intentional infliction of harm on the Corporation or its members; (3) a violation of Section 834 of the Revised Iowa Nonprofit Corporation Act; or (4) an intentional violation of criminal law. In order to be eligible for indemnification, a director must satisfy the requirements set forth in Section 852, subsection 1 of the Revised Iowa Nonprofit Corporation Act.

The Corporation may, by action of the board of directors, provide indemnification to such of the officers, employees and agents of the Corporation to such extent and to such effect as the board of directors shall determine to be appropriate and authorized by applicable law.

The rights and authority conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or Bylaws of the Corporation, agreement, vote of members or disinterested directors, or otherwise. Any repeal or amendment of this Article by the members of the Corporation shall not adversely affect any right or protection of a director or officer existing at the time of such repeal or amendment.

ARTICLE XI
AMENDMENT

These Articles of Incorporation may be amended by a two-thirds (2/3's) vote of the members having the right to vote present at a duly called meeting of the members of the Corporation at which a quorum is present and of which at least 60 days written notice has been given, the notice for which has been accompanied by the text of the proposed amendment or amendments.

ARTICLE XII
ELECTION UNDER REVISED IOWA NONPROFIT CORPORATION ACT

The corporation hereby voluntarily elects to be subject to the provisions of the Revised Iowa Nonprofit Corporation Act, Senate File 2274, 80th General Assembly, to be set forth at Sections 504.101A, et seq., of the Code of Iowa, immediately upon the filing of these Amended and Restated Articles of Incorporation with the Iowa Secretary of State.

Dated this 29 day of October, 2004.

IOWA NURSES ASSOCIATION

By: Karol Joenks, President

STATE OF IOWA
COUNTY OF MARION

On this 29th day of October, 2004, before me, the undersigned, a notary public in and for said County in said State, personally appeared Karol Joenks, who stated that she is the President of Iowa Nurses Association, and to me known to be the person named in and who executed the foregoing Amended and Restated Articles of Incorporation, and acknowledged that she executed the same on behalf of said corporation as her voluntary act and deed, and the voluntary act and deed of the corporation.

Notary Public in and for the State of Iowa