Certificate of Incorporation

SECOND: The corporation is a corporation as defined in subparagraph (a)(5) of Section 102 (Definitions) of the Not-for-Profit Corporation Law.

THIRD: The purpose or purposes for which the corporation is formed are as follows:

(1) To promote and encourage interest and participation in track and field, running, race walking and jogging sports;

(2) To promote, support and encourage track and field athletic and running contests for all age groups so as to better the physical and moral welfare of the people of the State of New York;

(3) To provide education, publications and training for track and field athletics and running for the benefit of the people of the State of New York;

(4) To assist in efforts to conserve, enhance and protect the recreational areas where running is conducted.

FOURTH: The corporation shall be a Type corporation pursuant to Section 201 of the Not-for-Profit Corporation Law.

FIFTH: The office of the corporation is to be located in the County of New York, State of New York.

SIXTH: The names and addresses of the initial directors of the corporation are:

KENNETH M COSTANTINO, NEW YORK, NY
JAY BOROK, NEW YORK, NY
TINA LI, NEW YORK, NY

SEVENTH: The Secretary of State is designated as agent of the corporation upon whom process against it may be served. The address which the Secretary of State shall mail a copy of any process accepted on behalf of the corporation is:

KENNETH M COSTANTINO, NEW YORK, NY

EIGHTH: (Corporations seeking tax exempt status may include language required by the Internal Revenue Service in this paragraph. See instructions, paragraph eighth.)

(A) Notwithstanding any other provision of these articles, the corporation is organized exclusively for religious, charitable,educational and literary purposes purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code and shall not carry on any other 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 or corresponding section of any future federal tax code, OR, a corporation, contributions to which are deductible under Section 170(c)(2) of Internal Revenue Code, or the corresponding section of any future federal tax code.

(B) The corporation shall have no capital stock and no shareholders, and no dividends or pecuniary profits shall be declared or paid. However, the corporation shall have members. The rights of membership in the corporation shall be governed by the bylaws of the corporation, as such bylaws may be amended from time to time, and as are not inconsistent with any provision of this Certificate of Incorporation. Members may be divided into one or more classes.

(C) No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees,director, officers or other private persons, except that the corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of its purposes as set forth in this certificate of incorporation.

(D) No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

(E) In the event of dissolution, all of the remaining assets and property of the corporation shall after deducting all applicable expenses thereof be distributed to one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code, OR, to the federal government, OR, to the state or local government for a public purpose upon approval of a Justice of the Supreme Court of the State of New York.

The incorporator or incorporators must sign the Certificate of Incorporation and type or print his/her name and address.

KENNETH M COSTANTINO
NEW YORK, NY