Article I

The name of this corporation is Baltimore/Washington DB2 Users' Group.

Article II

The address of the corporation's registered office in the State of Delaware is 200 West Ninth Street, Suite 700, Wilmington, Delaware 19801. The name of the corporation's registered agent at such address is Stephen W. Spence, Esquire. The registered agent is located in New Castle County.

Article III

The nature of the organization and the objects and purposes to be transacted, promoted and carried on are:

1. To provide an environment that will enable members to share information that will aid the membership in the efficient and effective utilization of DB2 and associated products.

2.    Share problems and solutions relating to the overall impact of new technology on all aspects of the users' organizations.

3.    To provide members with a forum to present IBM with information about the current product and desired enhancements or changes.

Article IV

No part of the earnings of the corporation shall ever inure to the benefit of or be distributable to any member or individual having a personal or private interest in the activities of the corporation, and no substantial part of the activities of the corporation shall ever 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 distributing of statements), any political campaign on behalf of any candidate for public office.  No officer, director, member or employee of the corporation shall receive or be lawfully entitled to receive any pecuniary profit from the operations and activities of the corporation, except reimbursement of out-of-pocket expenditures and reasonable compensation for services actually rendered to or on behalf of the corporation.

Article V

The corporation shall be a membership corporation and shall have no authority to issue capital stock.

Article VI

There shall be a Board of Directors.  The Board of Directors shall be composed of a certain number of members as shall be specified in the By-laws.  In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized;

To make, alter, amend and repeal the By-laws.

To designate, by resolution passed by a majority of the whole board, one or more committees, each to consist of two or more directors, which committees, to the extent provided in such resolution or in the By-laws of the corporation shall have and may exercise any and all of the powers of the Board of Directors in the management of the business and affairs of this corporation and have power to authorize the seal of this corporation to be affixed to all papers which may require it;

This corporation may in its By-laws confer powers additional to the foregoing on the directors, in addition to the powers and authorities expressly conferred upon them by law.  The qualifications, election, number, tenure, powers and duties of the members of the Board of Directors shall be as provided in the By-laws.

Articie VII

No member of the corporation, member of the Board of Directors, or officer shall be personally liable for the payment of the debts of the corporation except as such member, director, or officer may be liable by reason of his own conduct or acts.

Article VIII

Membership in the corporation shall be as determined by the By-laws.  The initial embers of the corporation shall be entitled to nominate and elect the Board of Directors immediately upon the organization of the corporation.  Said directors shall act as the Board of Directors until the election of their successors as provided in the By-laws of the corporation.

Article IX

In the event of the liquidation, dissolution, or winding up of the affairs of the corporation, whether voluntary, involuntary, or by operation of law, the Board of Directors of the corporation shall, except as may be otherwise provided by law, transfer all the assets of the corporation in such manner as the directors, in the exercise of their discretion, may by a majority vote determine; provided, however, that any such distribution of assets shall be calculated to carry out the objects and purposes herein before stated in Article III hereof, and only such objects and purposes; and provided further, that such distributions must be to one or more organizations; (a) which are exempt from taxation as described in Section 501(c) (3) of the Internal Revenue Code of 1954, as amended, or the corresponding provision of any subsequent United States Internal Revenue laws, and (b) contributions to which are deductible under the provisions of Section 170, 2055, and 2522 of the Internal Revenue Code of 1954, as amended, r the corresponding provisions of any subsequent United States Internal Revenue laws.

Article X

The corporation reserves the right to amend, alter, or repeal any provisions contained in this certificate of incorporation in a manner now or hereafter prescribed by the applicable statutes, and all rights conferred herein are granted subject to this reservation; provided, however, that no amendment shall authorize the Board of Directors or the members of the corporation to conduct the affairs of the corporation in any manner or for any purpose contrary to the provisions of section 501(c) (3) of the Internal Revenue Code of 1954, as amended, or the corresponding provisions of any subsequent United States Internal Revenue laws.

Article XI

In witness Whereof, I, the' undersigned, being the incorporated herein above named, do hereby certify and acknowledge that the facts herein stated are, to the best of my knowledge and belief, truly set forth, and, accordingly, I have hereunto set my hand and seal this     13th      day of       January  , 1988.  The name and address of the incorporator is:


STEPHEN W. SPENCE, ESQUIRE
Phillips & Snyder, P.A.
Suite 700 
200 W. Ninth Street
P.O. Box 90
Wilmington, DE 19899