ARTICLES OF ASSOCIATION for the INTERNATIONAL FIDONET ASSOCIATION Be it known that we, the suscribers, do hereby associate ourselves as a body politic and corporate pursuant to the statute laws of the State of Missouri regulating the formation and organization of corporations without capital stock and the following are our Articles of Association: I. The name of our corporation shall be the International FidoNet Association also known as "IFNA". The corporation commenced its corporate existence as the International FidoNet Association, when its Articles of Association were approved by the Secretary of the State of Missouri on August 13, 1986. The original Articles of Association were subscribed by Kenneth H. Kaplan, Sally R. Kaplan, and Mark S. Rubin. II. The period of duration of the corporation is perpetual. III. The address of its initial Registered Office in the State of Missouri is: 120 S. Central, Suite 1400, St. Louis, Missouri 63105 and the name of its initial Registered Agent at said address is: Mark S. Rubin. The mailing address is: PO Box 41143, St. Louis, Missouri 63141. IV. The purposes for which our corporation is formed are the following: A) the promotion of interest in telecommunications and experimentation; B) the establishment of telecommunication networks to provide publicly accessable and publicly available electronic communications; C) the furtherance of the public welfare; D) the advancement of telecommunications art the fostering of education in the field of electronic communication; E) the promotion and conduct of research and development to further the development of electronic communication; F) the dissemination of technical, educational, and scientific information relating to electronic communication; G) the printing and publishing of documents, books, magazines, newspapers and pamphlets necessary or incidental to any of the above purposes. H) No part of the assets or income of our corporation shall inure to the benefit of or be distributable to the members, the officers, or any of them, or to other private persons except that our 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 herein. V. The affairs of the Corporation shall be governed by a Board consisting of Directors as defined in the By-Laws. Each Director shall be elected for terms of two years by the members eligible to vote. Half of the Directors shall be elected for terms beginning on even numbered years and half shall be elected for terms beginning on odd-numbered years. Election of Directors shall be in accordance with the rules and regulations prescribed in the By-Laws. The Board shall meet at least once annually at times and places as provided in the By-Laws. Special meetings of the Board shall be called by the Chair of the Board upon written request of at least one-half of the membership of the Board as then constituted. VI. During the intervals between meetings of the Board of Directors, the affairs of the Corporation shall be administered by an Executive Committee consisting of the President, four Directors selected by the Board of Directors, and, without vote, the Vice President and Vice President - Technical Coordinator. The term of office for the Executive Committee members shall be for one year or until their successors are elected. The Executive Committee shall meet at the call of the President, but no less often than quarterly. The Executive Committee may in its discretion submit for determination or decision by members of the Board of Directors any proposal pending before the Executive Committee. When such submission is made, it shall be in precise terms embodying the text of the proposed resolution. Such action shall be binding upon the Executive Committee. VII. A vacancy in the Board of Directors shall be deemed to occur upon the death, resignation, recall, move of permanent residence outside the consituency from which elected, or refusal to act of any director. Upon the occurrence of such vacancy, the Secretary shall proclaim it, and thereafter the duties of the Director shall be assumed by the Alternate, and the Alternate shall hold the office of Director for the remainder of the term for which he was appointed Alternate. Should the office of Alternate be vacant, the vacancy shall be filled by appointment by the Board of Directors. The Alternate shall also serve as Director at any meeting of the Board of Directors which the Director is unable to attend. VIII. The officers of the Corporation shall be a President, a Vice President, Vice President - Technical Coordinator, a Secretary, and a Treasurer, who shall be elected by a majority of the Directors at the Annual Meeting. IX. These articles may be amended by the three-fourths vote of all directors, or, provided due notice of the proposed amendment shall have been sent to each director at least thirty days in advance, by a two-thirds vote of all directors. X. The membership of IFNA shall consist members as defined in the By-Laws. The membership shall by appropriate By-Laws specify the requirements for membership and classes of membership provided, however, that the membership shall not terminate or reduce the rights of any member except for the lapse or termination of a condition now required as precedent to the exercise of such rights. Nothing herein contained shall preclude the Board of Directors from expelling a member upon good cause shown and after notice and an opportunity to be heard. XI. No person shall be eligible to serve in any of the positions or offices of Director, Alternate, President, Vice President, Secretary, Treasurer, or Vice President - Technical Coordinator, whose service in any such capacity would: A. Violate any applicable law, statute, ruling or regulation of the State of Missouri or the United States of America, or of the country of domicile of such person; or B. Jeopardize the non-profit or tax-exempt status of IFNA, as defined by the laws, statutes, rulings or regulations of the State of Missouri or the United States of America; or C. Amount to, create or continue a conflict of interest between the activities, aims or purposes of IFNA and such person's private financial interests or such interests of any of such person's employer, family or relations. Each person nominated or elected to any such position or office shall have an affirmative and continuing obligation to disclose fully any fact or circumstance which is or could be considered in any way to amount to, create or continue any such conflict of interest. As long as any person nominated for or holding any of the enumerated positions or offices shall have made a disclosure of and fairly presented all of the facts and circumstances, the existence of a financial interest in some product or service that might be or is used, approved for use or acquired by IFNA shall not, absent any abuse of that person's position or office, constitute a conflict of interest. XII. Upon the dissolution of our corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of our corporation, dispose of all of the assets of our corporation exclusively for the purposes of our corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principle office of our coporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.