ARTICLES OF ASSOCIATION
Adopted on October 8, 2004

ARTICLE I - NAME

The Foldinator Project (hereinafter referred to as "FP") shall be an association as defined by these articles. This name may be designated with the acronym "FP".

ARTICLE II - PURPOSE

The members of BroadBandReports.com Team Helix, desiring to form an association for the purpose of conducting within the United States and territories the operation of computer systems; the hardware, software and equipment purchased for or donated to the common processing of distributed computing for teams related to the forums of the BroadBandReports.com website (hereafter known as BBR).

ARTICLE III - OBJECTIVE

To provide computer processing cycles in support of distributed computing (DC) projects on behalf of BBR Team Helix interests.

ARTICLE IV - PRINCIPAL OFFICE LOCATION

The location of FP shall be located in New York City, state of New York as this is the home of BBR. The activities of FP may be conducted there or elsewhere.

ARTICLE V - MEMBERSHIP

Any person or business that makes a donation shall be a candidate for membership in the FP.

ARTICLE VI - AUTHORITY, AND RESPONSIBILITIES

• Section 1. The composition, terms of office, and manner of election of the Board of FP shall be established by a democratic vote of the membership of FP.

• Section 2. The Board shall be the governing body of FP and shall be responsible for the policies, rules and regulations, and programs of FP. The Board shall be responsible for the control of all funds and property administered by FP.

• Section 3. The Board may authorize the payment of compensation to the officers and staff of FP for their services as may from time to time be appropriate. In addition, the Board may authorize reimbursement of the officers and members of the Board and of all committees for traveling and other incidental expenses incurred in carrying on the work of FP.

ARTICLE VII - BOARD OF DIRECTORS

The Board shall consists of four or more elected officers.

ARTICLE VIII - MINUTES AND FINANCIAL RECORDS

FP shall keep minutes of the proceedings of its members, Board, and committees having authority under the Board and it shall also keep books and records of its financial transactions.

ARTICLE IX - RESTRICTIONS ON ACTIVITIES

No part of the income or assets administered by FP shall inure to any member or official of FP, or be distributable to any such person during the life of FP or upon its dissolution or final liquidation. Nothing in this section, however, shall be construed to prevent the payment of reasonable compensation to any such person as authorized in Section 3 of Article VI hereof. ARTICLE X - USE OF ASSETS ON DISSOLUTION OR LIQUIDATION

Upon final dissolution or liquidation of FP, and after discharge or satisfaction of all the outstanding obligations and liabilities for which it is responsible, the remaining assets in the hands of FP shall be distributed in a manner that is consistent with the purposes of FP. Except as provided in Article XI hereof, such distribution shall be determined by the Membership of FP.

ARTICLE XI - DISPOSITION OF ASSETS UPON INCORPORATION

Should FP be incorporated independently at a later date, all permanent assets under its control (whether by way of endowment or otherwise) shall be transferred to such new corporation, provided that such transfer is not inconsistent with Section 501(c) (3) of the Internal Revenue Code and comparable statutory tax- exemption provisions. The disposition of any funds or property that FP is then administering shall be determined by agreement between the Board and the membership of FP.

ARTICLE XII - AMENDMENTS

Any proposed amendment to these Articles of Association shall be considered by the Board of FP and, if two-thirds of the Board approve the same, it shall be submitted to the Membership of FP, by notice given to all members of FP not less than thirty (30) days in advance, for final action at their next stated meeting. Members who are unable to attend that meeting may send their votes on the proposed amendment to the Board of FP, and such votes shall be counted as if the members were present. If the proposed amendment is approved by a majority of the votes cast, it shall be declared adopted.

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Articles of Association