The undersigned, desiring to form a corporation not-for-profit in accordance with Chapter 1702 of the Ohio Revised Code, does hereby certify as follows:

FIRST: The name of the corporation shall be Diocesan Information Systems Conference.

SECOND: The place in this state where the principal office of the corporation is to be located is the City of Youngstown, Mahoning County, Ohio.

THIRD: Diocesan Information Systems Conference is organized exclusively for charitable, scientific, literary and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, and of Chapter 1702 of the Ohio Revised Code, as amended, including for such purposes:

a) to serve as an educational vehicle and resource for the Managers of Information Services of the Archdioceses and Dioceses of the Roman Catholic Church, enabling them to better serve their respective Archbishops and Bishops with technical expertise in data processing and information processing management. In furtherance thereof, the Corporation is formed to:


1.Promote the spiritual growth of its members;

2.Facilitate and provide a forum for the free exchange of ideas and information among its members;

3.Encourage educational development among its members;

4.Provide opportunities for the establishment of relationships among the members;

5.Assist the process of communication among the Archdiocese and

Dioceses of the roman Catholic Church in the United States and Canada.


b) To do anything necessary, incidental or ancillary to theaccomplishment of any other charitable educational, scientific or literary purposes which qualify under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended.

Notwithstanding any other provision of these Articles, the corporation shall not carry on any activity not permitted to be carried on: (i) by a corporation exempt from income tax under Section 501(c)(3) of the Code; or (ii) by a corporation to which contributions are deductible under Section
170(c)(2) of the code.


FOURTH: The following persons, not less than three (3), shall serve said corporation as Trustees until the first annual meeting, or other meeting called to elect Trustees;


Louis Orbin, President
Youngstown, OH

Mary Jo Jungwirth, Vice President
St. Paul and Minnepolis, MN

Nancy McNamara, Secretary Treasurer
Springfield-Cape Girardeau, MO

Joseph Edward, Board Member
London, Ontario Canada

Jim Celoni, Board Member
Los Angeles, CA

Dave Masterson, Board Member
Memphis, TN

FIFTH: The following restrictions or prohibited activities shall apply to the corporation:


a) No part of the net earnings of the corporation shall inure to

the benefit of any member, Trustee or officer of the corporation or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes). In the event of the liquidation or dissolution of the corporation, whether voluntary or involuntary, no member, Trustee or officer of the corporation, or any private individual, shall be entitled to any distribution or division of the remaining assets or their proceeds.


b) No substantial part of the activities of the corporation shall be carrying on propaganda or otherwise attempting to influence legislation, nor shall the corporation participate or intervene in (including the publication and distribution of statements) any political campaign on behalf of any candidate for public office.


c) Notwithstanding any other provision in these Articles, the corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, or corresponding provisions of any subsequent federal tax laws, or by an organization to which contributions are deductible under Section 170(c)(2) of such Code, or corresponding provisions of any subsequent federal tax laws.


d) Upon dissolution or termination of the Corporation, its assets will be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or a corresponding section of any future tax code.


IN WITNESS WHEREOF, the undersigned incorporator, intending to form the corporation as aforesaid, has hereunto subscribed his name on .


________________________________
Louis Orbin





ORIGINAL APPOINTMENT OF STATUTORY AGENT

The undersigned, being the sole incorporator of Diocesan Information Systems Conference hereby appoints Mary Beth Houser to be statutory agent upon whom any process, notice or demand required or permitted by statute to be served upon the corporation may be served. The complete address of the agent is:


Mary Beth Houser
Newman, Olson & Kerr
11 Federal Plaza Central, Suite 1200
Youngstown, OH 44503


_______________________________

Louis Orbin
Incorporator

ACCEPTANCE OF APPOINTMENT
The undersigned, Mary Beth Houser, named herein as the statutory agent for Diocesan Information Systems Conference, hereby acknowledges and accepts the appointment of statutory agent for said corporation.

________________________________
Mary Beth Houser
Statutory Agent