FIRST: The name of the corporation is INTERNATIONAL UNICYCLING FEDERATION, Inc. (the "Corporation").

SECOND: The Corporation is a corporation as defined in section 102 (a) (5) of the Not-for-Profit Corporation Law of the State of New York.

THIRD: The Corporation is a Type B corporation as defined in Section 201 (b) of the Not-for-Profit Corporation Law of the State of New York.

FOURTH: The purposes for which the Corporation is to be formed are to foster awareness of and participation in unicycling as a sport and a means of recreation among people of all nations through the organization of international conventions and the development of national unicycling unions [organizations], to promote voluntary international standards for competition toward the achievement of Olympic status for the sport of unicycling; also, to disseminate knowledge and information on all phases of the sport to all interested parties via a newsletter and information service.

FIFTH: The Corporation shall have powers enumerated in section 202 (a) of the Not-for-Profit Corporation Law of the State of New York, together with the power to solicit, accept and receive by gift, bequest, devise or benefit of trust grants and contributions of money and property and to make contributions, grants, loans and other payment of money for corporate purposes, subject to any limitations contained in this Certificate of Incorporation or in the Laws of the State of New York, provided, however, that nothing herein shall authorize the Corporation, directly or indirectly, to engage in or include among its purposes any of the activities mentioned in Section 404 (b) - (t) of the Not-for-Profit Corporation Law or Section 460-a of the Social Services Law of the State of New York.

SIXTH: The Corporation shall not be conducted or operated for profit, and no part of the net earnings of the Corporation shall inure to the benefit of any member or private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes as permitted under Article 5 of the Not-for-Profit Corporation Law); nor shall any of such net earnings nor any of the property assets of the Corporation be used other than for the purposes of the Corporation as aforesaid; no part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation; nor shall the Corporation participate in or intervene in (by publishing or distributing of statements or otherwise) any political campaign for a candidate for public office; and in the event of a liquidation, dissolution, termination or winding up of the Corporation (whether voluntary, involuntary or by operation of law), and after the payment of just debts and liabilities, none of the property or assets of the Corporation shall be made available in any to any private individual, corporation, or other organization except to corporations or other organizations described in Section 501 (c) (3) of the United States Internal Revenue Code of 1954, as the same may from time to time be amended, in furtherance of the purposes for which the Corporation is created, subject to order of the Supreme Court of the State of New York as provided by law.

As specified by the following sections of the Internal Revenue Code of 1954, as amended, or by cognate provisions of law, the Corporation, in the event and as long as the Corporation is a "private foundation" (as defined in Section 509 (a) ) shall be required to distribute its income for each taxable year at such time and in such manner as not to subject the Corporation to tax under Section 4942, and (b) shall be prohibited from engaging in any act of self-dealing (as defined in Section 4941 (d)), from retaining any excess business holdings (as defined in Section 4943 (c)), from making any investments in such manner as to subject the Corporation to tax under Section 4944, and from making any taxable expenditures (as defined in Section 4945 (d)).

SEVENTH: The territory in which the Corporation will principally conduct its operations is the State of New York.

EIGHTH: The principal office of the Corporation is to be located in the Town of Hempstead, County of Nassau and State of New York.

NINTH: The names and addresses of the persons constituting the initial board of directors of the Corporation are:

JeanPaul Jenack
67 Lion Lane
Westbury, New York 11590

Meryl Schaffer
67 Lion Lane
Westbury, New York 11590

John Foss
1480 Wantagh Avenue
Wantagh, New York 11793

TENTH: The Secretary of State is designated as agent of the Corporation upon whom process against it may be served. The post office addess to which the Secretary of State shall mail a copy of any process against the Corporation served upon him is : c/o JeanPaul Jenack, 67 Lion Lane, Westbury, New York 11590.

IN WITNESS WHEREOF, we have executed and subscribed this Certificate and do affirm the foregoing as true under the penalties of perjury this 21st day of January 1985.

__(Signature)__ JeanPaul Jenack 67 Lion Lane Westbury, New York 11590 __(Signature)__ Meryl Schaffer 67 Lion Lane Westbury, New York 11590 __(Signature)__ John Foss 1480 Wantagh Avenue Wantagh, New York 11793