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Industry News
(VON Magazine)

Articles of Incorporation

We, the undersigned natural persons of the age of twenty-one or more, acting as incorporators of a corporation under the Nonprofit Corporation Act of the District of Columbia, adopt the following Articles of Incorporation.

The name of this corporation shall be THE VOICE ON NET COALITION, INC.

This corporation is one which does not contemplate pecuniary gain or profit to the members, and the purposes for which this corporation is formed are:

1. To cooperate for the promotion of the voice over net industry;
2. To educate regulators and legislators worldwide about voice over net technologies, products, benefits, and practices;
3. To study, advise, and recommend action on regulation and legislation that affect the interests of the voice over net industry;
4. To educate the media and consumers about voice over net technologies, products, benefits, and practices;
5. To provide a forum of discussion for the members of the voice over net industry, so as to encourage the exchange of ideas between members;
6. To do everything necessary or proper at any time or place for the accomplishment of any one of the purposes or the attainment of any one or more of the subjects enumerated, or conducive to the interest of the corporation and the members, and to contract accordingly;
7. To exercise all powers, rights and privileges necessary or incidental to the purposes for which the corporation is organized or to the activities in which it is engaged, including the right to use and enforce contracts or assert any rights thereunder on behalf of its members acting through this corporation, and including any rights, powers and privileges granted by the laws of the District of Columbia to corporations except such as are inconsistent with these purposes.

The location of the registered office of the Corporation is 2001 Pennsylvania Avenue, N.W., Suite 400, Washington, DC 20006. The name and address of the registered agent for the Corporation is Frank Montero, 2001 Pennsylvania Avenue, N.W., Suite 400, Washington, D.C. 20006. Said registered agent is an actual resident of the District of Columbia.

The number of initial directors of the corporation shall be seven (7). The number and term of directors may be increased or decreased from time to time by amendment to the Corporation’s By-Laws; however such number of directors shall at no time be less than three (3). In each year following the initial election of the Board of Directors, the number of directors to be elected during the annual meeting of the Members will be noted at the start of the meeting. The Board of Directors shall be classified into two classes, with three of the initial directors in class 1 and four of the initial directors in class 2. The initial directors shall decide which directors will be class 1 directors and which will be class 2 directors in their initial meeting. In the event that the number of directors shall be increased or decreased, it is the intent of the incorporators that an equal number directors shall be in class 1 and class 2. Except as otherwise provided hereinbelow, each class of directors shall be elected for a term of two (2) years. The term of office of all directors shall begin immediately after their election. The directors elected to fill the positions in class 1 will, however, serve an initial term of one year and the directors elected to fill the positions in class 2 will serve an initial term of two years. At the expiration of the term of the initial class 1 directors, their successors to be elected from time to time by the Members, shall serve a two-year term. The names and addresses of those selected to serve as the initial directors until the first annual meeting of the directors and until their successors shall have been elected and shall have accepted office, are the following:

V

The Corporation shall have members. Any individual or organization, upon qualifying, shall be eligible to membership in this corporation. The Board of Directors shall have the power to set the qualifications and criteria for the admission of members, including without limitation the establishment of differing classes of membership.

The voting power and the property rights and interests of the members of this corporation shall be determined and fixed upon the following basis, to wit:

1. The voting power of the members shall be equal and each member shall have one (1) vote;
2. Any individual or organization may be admitted to the corporation and shall have voting powers and property rights on the same basis as all other members and in accordance with the general rule stated above.

The corporation may provide in its By-Laws the terms and conditions upon which membership may be transferred or assigned and conditions upon which and the time when membership may cease, the mode, manner and effect of the expulsion or suspension of a member; the method, time and manner of withdrawal; the right of members to vote by proxy or by mail, and any other thing in furtherance of, but not in conflict with these articles.

The corporation shall not have the authority to issue stock.

The duration of the corporation shall be perpetual.

No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its officers or other private 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 this article. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income tax under 501(c)(6) of the Internal Revenue Code of 1986, as amended (or the corresponding provisions of any future United States Internal Revenue Law).

In the event of dissolution or final liquidation of the Corporation, the remaining assets of the Corporation shall be applied and distributed as follows: All liabilities and obligations of the Corporation shall be paid, satisfied, and discharged, or provisions shall be made therefore; any assets held on the condition they be returned, transferred or conveyed upon dissolution shall be disposed of in accordance with such requirements; all remaining assets of every nature and description shall be distributed to one or more corporations, funds, foundations or other organizations qualified for exemption from Federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue law).

In witness, we have signed this _____ day of __________, 19____.

STATE OF ____________________________________

COUNTY OF __________________________________

On the _____ day of __________ , 1998, before me personally appeared Bruce D. Jacobs, to me known, and known to me to be the person described in and who executed the foregoing instrument, and he duly acknowledged to me that he executed the same.

____________________________

Notary Public
My commission expires:_______________

STATE OF ____________________________________

COUNTY OF __________________________________

On the _____ day of __________ , 1998, before me personally appeared Brooks B. Gracie III, to me known, and known to me to be the person described in and who executed the foregoing instrument, and he duly acknowledged to me that he executed the same.

____________________________

Notary Public
My commission expires:_______________

STATE OF ____________________________________

COUNTY OF __________________________________

On the _____ day of __________, 1998, before me personally appeared Laurence J. Fromm, to me known, and known to me to be the person described in and who executed the foregoing instrument, and he duly acknowledged to me that he executed the same.

____________________________

Notary Public
My commission expires:_______________