Certificate of Amendment
of the
Certificate of Incorporation
of
International Unicycling Federation, Inc.

Under Section 803 of the Not-For-Profit Corporation Law


The undersigned, being respectively the president and secretary of the corporation, do hereby certify:

1. The name of the corporation is: INTERNATIONAL UNICYCLING FEDERATION, INC.

2. The Certificate of Incorporation was filed by the Department of State on the 12th day of March, 1985. The said corporation was forned under the Not-for-Profit Corporation Law of the State of New York.

3. The corporation, as defined in subparagraph (a) (5) of Section 102 of the Not-for-Profit Corporation Law is a Type B corporation under Section 201 of said law.

4. The ceritificate of incorporation is hereby amended to change Internal Revenue language to read as follows:

Notwithstanding any other provision of these articles, the corporation is organized exclusively for one or more of the following purposes: religious, charitable, scientific, testing for public safety, literary, or educational purposes, or to foster national or international amateur sports competition (but only if no part of its activities involve the providing of facilities or equipment) or for the prevention of cruelty to children or animals, as specified in Section 501 (c) (3) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954.

No part of the net earnings of the corporation shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee, officer of the corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation.

No substantial part of the activities of the corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code Section 501 (h)) or participating in or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

In the event of a dissolution, all of the remaining assets and property of the corporation shall, after necessary expenses thereof, be distributed to another organization exempt under Internal Revenue Code Section 501 (c) (3), or corresponding provisions of any subsequent Federal tax laws, or to the Federal Government, or State or Local Government for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of New York.

In any taxable year in which the corporation is a private foundation as described in Internal Revenue Code Section 509 (a), the corporation shall distribute its income for said period at such time and manner as not to subject it to tax under Internal Revenue Code Section 4942, and the corporation shall not (A) engage in any act of self-dealing as defined in Internal Revenue Code Section 4941 (d), retain any excess business holdings as defined in Internal Revenue Code Section 4943 (c), (B) make any investments in such manner as to subject the corporation to tax under Internal Revenue Code Section 4944, or (C) make any taxable expenditures as defined in Internal Revenue Code Section 4945 (d) or corresponding provisions of any subsequent Federal laws.

5. 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 Jean Paul Jenack, 67 Lion Lane, Westbury, New York 11590

6. The corporation shall be (or continue to be) a Type B corporation as defined in Section 201 of the Not-for-Profit Corporation Law.

7. The manner in which this amendment to the certificate of incorporation was authorized was by the consent of a majority of the members of the entire Board of Directors of the corporation voting in person at a meeting duly called and held for that purpose on the 15th day of July, 1985. There are no members eligible to vote.

IN WITNESS WHEREOF, this certificate has been subscribed this 2nd day of September, 1986, by the undersigned who affirm that the statements herein are true under the penalties of perjury.

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