First: the name of the corporation (hereafter referred to as the ”Corporation”) is ”Licensing Executives Society International, Inc.”

Second: the address of the registered office of the Corporation is 1013 Centre Road, City of Wilmington, County of New Castle, Delaware 19805. The name of the registered agent of the Corporation at that address is Corporation Service Company.

Third: the Corporation is organized to function as a nonprofit professional and educational society in the fields of international licensing and intellectual property rights, and to carry on all other activities as shall from time to time be determined appropriate in connection with the foregoing and as are lawful for a corporation organized under the General Corporation Law of the State of Delaware. In furtherance of its corporate purposes, the Corporation shall have all the general powers enumerated in sections 121 and 122 of the General Corporation Law of the State of Delaware as now in effect or as may hereafter be amended.

Fourth: The Corporation is not organised for profit and shall not have authority to issue capital stock.

Fifth: the name and mailing address of each incorporator of the Corporation are:

Heinz Goddar 
Franz-Joseph Strasse 38 
D-80801 Munich 
Germany

Edwin Shalloway 
413 North Washington Street 
Alexandria, Virginia 22313 
USA

Sixth: the Corporation shall have members, as further described in the by-laws of the corporation. Members shall be represented with respect to the Corporation by a Board of Delegates, which Board shall have the right to vote on matters relating to membership in the Corporation, the election of directors and officers, the amendment of governing instruments and such other matters regarding the Corporation as provided in these Articles of Incorporation or the by-laws of the Corporation.

Seventh: except as otherwise provided by law or in these Articles of Incorporation or the by-laws of the Corporation, the business of the Corporation shall be managed and the powers of the Corporation shall be exercised by the Board of Directors of the Corporation, in consultation with the Board of Delegates as provided in the by-laws.

Eight: the duration of the existence of the Corporation is perpetual.

Ninth: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, any director or officer of the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to or for the Corporation and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof.

Tenth: Notwithstanding any provision of these Articles of Incorporation or the by-laws of the Corporation, the Corporation shall not carry on any activities prohibited for a corporation exempt from U.S. federal income tax under section 501 (c)(6) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future U.S. internal revenue law).

Eleventh: these Articles of Incorporation may be amended by a resolution of a meeting of the Board of Delegates of the Corporation passed by an aggregate number of votes which is not less than two-thirds of the total number of delegates of which the Board of Delegates is then composed, provided the proposed amendments or the substance thereof shall have been presented in writing to all Member Societies (as defined in the by-laws) at least 60 days prior to the meeting of the Board of Delegates at which it is adopted.

If the amendment is passed with any changes in the substances thereof, notice of such amendment with all changes shall be sent in writing to all Member Societies. The amendment shall become effective if no Member Society so objects, the amendment without further change shall be presented to the next Board of Delegates meeting for a final vote of the Board of Delegates.

In witness whereof, each of the undersigned, being an incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate, hereby declaring and certifying that this is his act and deed and the facts herein stated are true, and and accordingly has hereunto set his hand this 22nd day of January 2000.