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201107889 (1) The Constituent Corporations shall be a single corporation, which shall be Nebraska Association for Developmental Housing, the corporation designated herein as the Surviving Corporation. (2) The separate existence of the Non-Surviving Corporation shall cease. (3) The title to all real estate and other property owned by each Constituent Corporation is vested in the Surviving Corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger. (4) The Surviving Corporation has all liabilities and obligations of each of the Constituent Corporations. (5) A proceeding pending against either of the Constituent Corporations may be continued as if the merger did not occur or the Surviving Corporation may be substituted in the proceedings for the Non-Surviving Corporation. (6) All corporate acts, plans, policies, contracts, approvals and authorizations of each Constituent Corporation and its respective Board of Directors, committees elected or appointed by the Board of Directors, officers and agents, which were valid and effective immediately prior to the Effective Time of the Merger shall be taken for all purposes as the acts, plans, policies, contracts, approvals and authorizations of the Surviving Corporation and shall be as effective and binding thereon as the same were with respect to each Constituent Corporation. The employees of the Non-Surviving Corporation shall become the employees of the Surviving Corporation and continue to be entitled to the same rights and benefits which they enjoyed as employees of the Non- Surviving Corporation. (7) The assets, liabilities, reserves and accounts of each Constituent Corporation shall be recorded on the books of the Surviving Corporation at the amounts at which they, respectively, shall then be carried on the books of such Constituent Corporation subject to such adjustments or eliminations of intercompany items as may be appropriate in giving effect to the merger. B. The Board of Directors and the officers of the Surviving Corporation immediately prior to the Effective Time of the Merger shall be and constitute the Board of Directors and the officers of the Surviving Corporation to serve in accordance with the bylaws of the Surviving Corporation until their respective successors shall have been duly elected and qualified. C. The Surviving Corporation shall have no members. ARTICLE M. Certificate of Incomoration and Bylaws A. The Amended and Restated Articles of Incorporation of the Surviving N.\EDSISS\DOCS\19246=02\FP6678.DOC 2