Articles of Incorporation

Corporate ID ___________________

State of Rhode Island and Providence Plantations

Office of the Secretary of State

Certificate of Incorporation of TeX Users Group

The undersigned, as Secretary of State of the state of Rhode Island, hereby certifies that duplicate originals of Articles of Incorporation for the incorporation of TeX Users Group duly signed pursuant to the provisions of Chapter 7-6 of the General Law, 1956, as amended, have been received in this office and are found to conform to law.

ACCORDINGLY the undersigned, as such Secretary of State, and by virtue of the authority vested in her by law, hereby issues this Certificate of Incorporation of TeX Users Group and attaches hereto a duplicate of the Articles of Incorporation.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of the State of Rhode Island this twenty-second day of October A.D., 1987

State of Rhode Island and Providence Plantations

NON-PROFIT CORPORATION

[DUPLICATE]

ORIGINAL ARTICLES OF INCORPORATION

The undersigned, acting as incorporator(s) of a corporation under Chapter 7-6 of the General Laws, 1965 as amended, adopt(s) the following Articles of Incorporation for such corporation:

FIRST: The name of the corporation is:

TeX Users Group

SECOND: The period of its duration (if perpetual, so state):

perpetual

THIRD: The purpose or purposes for which the corporation is organized are:

(changed text for 501(c)(3); motion 2002.13, 2003-feb-05) To provide an organization for those who have an interest in systems for typesetting technical text and font design; to exchange information of same and associated use of computers and computer peripheral equipment; to establish standards and provide channels to facilitate the exchange of macro packages, etc., through publications and otherwise; and to develop, implement and sponsor educational programs, seminars, and conferences in connections with the foregoing and for any lawful purpose or purposes permitted under the Rhode Island non-profit corporation act. The Corporation is organized and shall be operated exclusively for charitable, educational, and scientific purposes within the meaning of section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended.

FOURTH: Provisions (if any) for the regulation of the internal affairs of the corporation, including provisions for the distribution of assets on dissolution or final liquidation, are:

1. The corporation shall have all the powers conferred upon a corporation organized under the provisions of the Rhode Island Non-Profit Corporation Act and any enlargement of such powers conferred by subsequent legislative acts, and shall have all powers necessary, proper, convenient or desirable in order to fulfill and further the purposes of the corporation.
2. The corporation shall be non-profit, shall not have or issue shares of capital stock, and shall not declare or pay dividends. No part of the net income or profit of the corporation shall inure to benefit of any member, director, officer, or other individual, or to the benefit of any organization not qualified for tax exemption under Section 501 (c) (3) of the Internal Revenue Code except as permitted by law.
3. (new paragraph for 501(c)(3); motion 2002.13, 2003-feb-05) The assets of the Corporation are irrevocably dedicated to the purposes described herein. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation. The Corporation shall not participate or intervene in, or publish or distribute any statements in connection with any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any provision of these articles to the contrary, the Corporation shall not engage in any activities which are not permitted for a corporation which is exempt from federal income tax under Internal Revenue Code section 501(c)(3) or to which contributions are deductible under section 170(c), 2055(a) or 2522(a).
4. (new paragraph for 501(c)(3); motion 2002.13, 2003-feb-05) Upon dissolution or final distribution of the Corporation, the assets of the Corporation remaining after payment of or provision for the liabilities and obligations of the Corporation shall be distributed exclusively to such tax-exempt organization or organizations described in Internal Revenue Code section 501(c)(3) as the board of directors shall determine. Any assets not so distributed shall be disposed of by a court of the State of Rhode Island to such tax-exempt organization or organization as the court determines.

FIFTH: The address of the initial registered office of the corporation is:

201 Charles Street, P.O. Box 9506, Providence, Rhode Island 02940

and the name of its initial registered agent at such address is:

Raymond E. Goucher

SIXTH: The number of directors constituting the initial Board of Directors of the corporation is:

25

and the names and address of the persons who are to serve as the initial directors are:

See Attached Sheet

SEVENTH: The name and address of each incorporator is:

Gerard R. Goulet, 1500 Fleet Center, Providence, Rhode Island 02903

EIGHTH: Date when corporate existence to begin (not more than 30 days after filing of these articles of incorporation):

Upon the filing of these articles.

Dated October 22, 1987

NOTE:

1. If no provision for the regulation of the internal affairs of the corporation or for the distribution of assets on dissolution or final liquidation are to be set forth, insert "None." In an appropriate case provisions relating to members, their qualifications and rights (Section 7-6-15) may be inserted here.