Page 26 - Vienna Meeting Materals October 4, 2015 b
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1. Delaware Certificate of Incorporation
AILFN, Inc.
ARTICLE ONE - NAME
1. The name of the corporation is AILFN, Inc.
ARTICLE TWO - DURATION
2. The period of duration is perpetual.
ARTICLE THREE - PURPOSE
3.1 AILFN, Inc. is an organization of law firm networks seeking to promote their common and
mutual interests to increase the knowledge of benefits of law firm networks within the global
business market, define best practices, establish a global code of conduct and negotiate with service
providers and suppliers for services and goods at favorable costs.
3.2 AILFN, Inc. may engage in any other lawful act or activity provided under the General
Corporation Act of the State of Delaware in pursuit of such purposes.
ARTICLE FOUR – NO AUTHORITY TO ISSUE SHARES
4. The corporation shall be Non-stock Corporation and has no authority to issue shares.
ARTICLE FIVE – MEMBERSHIP STRUCTURE
5. The conditions of and the qualifications for membership shall be stated in the Bylaws.
ARTICLE SIX - DIRECTORS
6.1 To be qualified to serve as a director, a director shall be from a member unless otherwise
provided in the Bylaws.
6.2 The liability of the Directors to the corporation or its members shall be eliminated or limited
to the maximum extent permitted by law. A director of the Corporation shall not be personally
liable to the Corporation or its members for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the directors' duty of loyalty to the Corporation
or to its members; (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under Section 174 of the General Corporation
Law of the Sate-of Delaware; or (iv) for any transaction from which the director derived an
improper personal benefit. The provisions of this Section 6.2 shall be construed such that, to the
fullest extent permitted by the Delaware General Corporation Law as the same exists or may
hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its
members for monetary damages for breach of fiduciary duty as a director.
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AILFN, Inc.
ARTICLE ONE - NAME
1. The name of the corporation is AILFN, Inc.
ARTICLE TWO - DURATION
2. The period of duration is perpetual.
ARTICLE THREE - PURPOSE
3.1 AILFN, Inc. is an organization of law firm networks seeking to promote their common and
mutual interests to increase the knowledge of benefits of law firm networks within the global
business market, define best practices, establish a global code of conduct and negotiate with service
providers and suppliers for services and goods at favorable costs.
3.2 AILFN, Inc. may engage in any other lawful act or activity provided under the General
Corporation Act of the State of Delaware in pursuit of such purposes.
ARTICLE FOUR – NO AUTHORITY TO ISSUE SHARES
4. The corporation shall be Non-stock Corporation and has no authority to issue shares.
ARTICLE FIVE – MEMBERSHIP STRUCTURE
5. The conditions of and the qualifications for membership shall be stated in the Bylaws.
ARTICLE SIX - DIRECTORS
6.1 To be qualified to serve as a director, a director shall be from a member unless otherwise
provided in the Bylaws.
6.2 The liability of the Directors to the corporation or its members shall be eliminated or limited
to the maximum extent permitted by law. A director of the Corporation shall not be personally
liable to the Corporation or its members for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the directors' duty of loyalty to the Corporation
or to its members; (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) under Section 174 of the General Corporation
Law of the Sate-of Delaware; or (iv) for any transaction from which the director derived an
improper personal benefit. The provisions of this Section 6.2 shall be construed such that, to the
fullest extent permitted by the Delaware General Corporation Law as the same exists or may
hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its
members for monetary damages for breach of fiduciary duty as a director.
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