ARTICLES OF INCORPORATION OF ASSOCIATION OF LISP USERS, INC. We hereby associate to form a non-stock corporation under the provisions of Chapter 9 of Title 13.1 of the Code of Virginia, as amended, and to that end, set forth the following: Articles of Incorporation of the undersigned, a majority of whom are citizens of the United States, desiring to form a non- profit Corporation under the non-profit corporation law Internal Revenue Code, Section 501(c)(3), do hereby certify: First: The name of the corporation shall be ASSOCIATION OF LISP USERS, Inc. The period of duration is perpetual. Second: The address of the initial Registered Office is 221 N. Emory Drive #8, Sterling, VA 22170. The name of the county in which the initial Registered Office is located is Loudoun. The name of the corporation's Registered Agent is Donald G. Johnson, who is a resident of Loudoun County and an initial director of the Corporation, whose business address is the same as the address of the initial Registered Office of the corporation. Third: Said corporation is organized exclusively for scientific purposes, including, for such purposes, the making of distributions to organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. The purposes for which the corporation is formed and the business or objects to be carried on and promoted by it are as follows: a. To carry on and conduct a Scientific Users Group including but not limited to, all appurtenant uses. b. To carry on and conduct any business of every kind and character that is not prohibited by law or required to be stated in the Articles. c. To carry out all or any part of the foregoing objects and purposes as principal re agent, or in conjunction with any other person, firm, association, or corporation, or as a partner or member of a partnership, syndicate, or joint venture, or otherwise, and in any part of the world, to the same extent and as fully as natural persons might or could do. d. To do all such things as are necessary and incidental to the attainment of the above-stated objects and 1 purposes. e. To have and to exercise all of the powers conferred by the laws of the Commonwealth of Virginia upon corporations formed under the laws of the Commonwealth of Virginia, as well as any additional powers created through the amendments of any such laws. f. The objects and purposes specified in the foregoing clauses shall, except as otherwise expressed, not be limited to, or restricted by reference to, or inference from, the terms of any other clause herein, but the objects and purposes specified in each of the foregoing clauses of the Article 3 shall be regarded as independent objects and purposes. g. The above-stated objects and purposes shall be construed also as powers, but such enumeration of specific powers shall not be held to limit or restrict in any manner the powers of the corporation, now is hereafter granted to it by law. Only the business for which a corporation may be formed under the laws of the Commonwealth of Virginia may be conducted by this corporation. Fourth: The number of directors constituting the initial Board of Directors is 9, and the names and addresses of the persons who are to serve as the initial directors are: Richard Billington, College of Computing-, Georgia Institute Of Technology, Atlanta, GA 30332-0280 Name Address Jim Aragones. GE-CRD, K1-5C30, P.O. BOX 8, Schenectady, NY 12301 Name Address Peter Van Sickle, Technical Supervisor, Applied Math and Computer Technology, Alcoa Technical Center Name Address Thomas Pole, Software Productivity Consortium, 2214 Rock Hill Rd., Herndon, VA 22070 Name Address Barry Margolin, Thinking Machines Corp., 245 First Street, Cambridge, MA 02142 Name Address Richard Cohen, Computational Logic, Inc., 1717 West Sixth Street, Suite 290, Austin, TX 78703 -4776 Name Address 2 Chuck Fry, RECOM Technologies, Inc., Mail Stop 269-1, NASA Ames Research Center. Moffett Field, CA 94035-1000 Name Address Masayuki Ida, Assoc. Professor, Computer Science Research Lab, Aoyama Gakuin University, 4-4-25 Shibuya, Shibuya-ku, TOKYO, Japan 150 Name Address Donald Johnson, 221 N. Emory Drive #8, Sterling, Va 22170 Name Address Directors shall be elected or appointed by-the members of the corporation. The directors constituting the initial board of directors shall hold office until the first annual election of directors. Fifth: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other 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 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 campaign on behalf of or in opposition to 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, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future tax code. Each person now or hereafter a director or officer of this corporation (and his heir, executors, and administrators) shall be indemnified by the corporation against all claims, liabilities, judgments, settlements, cost, and expenses, including all attorneys fees, imposed upon or reasonable incurred by such director or officer in connection with or resulting from any action, suit, proceeding, or claim to which such director or officer is or may be made a party by reason or being or having been a director or officer at the time such costs or expenses are incurred by or imposed upon him, except in relation to matters as to which he shall have been finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties as such director or office. In the event of any other judgment against such director 3 or officer, or in the event of a settlement, the indemnification shall be made only if the corporation shall be advised, in case none of the persons involved shall be or have been a director, by the Board of Directors of the corporation, and otherwise by independent counsel to be appointed by the Board of Directors, that in its or his opinion, such director or officer was not guilty of gross negligence or willful misconduct in the performance of his duty, and in the event of a settlement, that such settlement was or is in the best interests of the corporation. If the determination is to be made by the Board of Directors, it may rely, as to all questions of law, on the advice of independent counsel. Such right of indemnification shall not be deemed exclusive of any rights to which such director or office may be entitled under any by-law, agreement, vote of members or otherwise. Sixth: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not 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. IN WITNESS WHEREOF, the undersigned have executed these Articles of Incorporation this 1st day of November 1991. Incorporator: Kenneth Allen Nelson Name 4