THE ASSOCIATION OF TELECOMMUNICATIONS PROFESSIONALS, INCORPORATED
Articles of Incorporation
(approved 9 November 1988)

FIRST:

The name of the organization shall be THE ASSOCIATION OF TELECOMMUNICATIONS PROFESSIONALS, INCORPORATED, (hereinafter referred to as the "Corporation").

SECOND:

The place in this State where the principal office of the Corporation is to be located is the City of Columbus, County of Franklin.

THIRD:

The purpose for which the Corporation is formed is to promote effective design, operation, and management of telecommunications systems. The Corporation will provide tangible benefits for Member companies by providing an atmosphere conducive to the mutual exchange of ideas, innovations and applications among the Members and by providing opportunities for advancement in professional expertise in telecommunications.

FOURTH:

The following persons shall serve said Corporation as trustees until the first annual meeting or other meeting called to elect trustees:

David Moore, President
2540 Olentangy River Road
Columbus, Ohio 43210

David Trego, Vice President
1 Riverside Plaza
Columbus, Ohio 43210

Larry Learn, Secretary
6565 Frantz Road
Dublin, Ohio 43017

Vickie Rutkowski, Treasurer
5000 Arlington Centre Blvd.
Columbus, Ohio 43220

Douglas Ballou, Director
109 N. Broad Street
Lancaster, Ohio 43132

Robert Eyen, Director
471 E. Broad Street
Columbus, Ohio 43216

Timothy Hopkins, Director
635 Cleveland Avenue
Columbus, Ohio 43216

Timothy Stiener, Director
6565 State Street
Columbus, Ohio 43215

FIFTH:

The affairs of the Corporation shall be managed in accordance with the duly established BY-LAWS of the Corporation, as amended, except as otherwise provided in these ARTICLES, or by the laws of the State of Ohio.

SIXTH:

The ARTICLES of INCORPORATION may be amended at any business meeting of the BOARD of DIRECTORS called for that purpose provided that written notice of the proposed amendment(s) has been sent to the BOARD of DIRECTORS at least ten (10) days prior to said meeting. A two-thirds (2/3) vote of all of the authorized number of members of the BOARD of DIRECTORS, as set forth in the duly established BY-LAWS of the Corporation (Article IV, Section 1, Part A), is required for approval.

SEVENTH:

The duration of this Corporation shall be perpetual.

EIGHTH:

No part of the earnings, dues or receipts of the Corporation shall inure to the benefit of or be distributed to its Members, DIRECTORS, OFFICERS or other private persons, except only that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and expenses incurred and to make payments or distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these ARTICLES, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

NINTH:

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, dispose of all of the assets of the Corporation, exclusively for the purposes of the Corporation in such manner, or to such organization or organizations as are described in Section 170(c)(1) or (2) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law), as the BOARD of DIRECTORS shall determine. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation 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.

TENTH:

These ARTICLES supersede all prior ARTICLES or amended ARTICLES.

IN WITNESS WHEREOF, said David Moore, President; David Trego, Vice President; and Larry Learn, Secretary, of THE ASSOCIATION OF TELECOMMUNICATIONS PROFESSIONALS, INCORPORATED, acting for and on behalf of said Corporation, have hereunto subscribed their names this 10th day of August, 1988.

_________________________
David Moore, President
2540 Olentangy River Road
Columbus, Ohio 43210

_________________________
David Trego, Vice President
1 Riverside Plaza
Columbus, Ohio 43216

_________________________
Larry Learn, Secretary
6565 Frantz Road
Dublin, Ohio 43017