CERTIFICATE OF INCORPORATION

ALBANY VIA MEDIA, INC.

UNDER §402 OF THE NOT-FOR-PROFIT CORPORATION LAW

The undersigned, a natural person of the age of eighteen (18) years or over, desiring to form a corporation pursuant to the provisions of §402 of the Not-For-Profit Corporation Law of the State of New York , hereby certifies:

FIRST: The name of the corporation is: Albany Via Media, Inc. (hereinafter sometimes called “the Corporation.”)

SECOND: Albany Via Media, Inc. is a corporation as defined in subparagraph (a)(5) of the §102 of the Not-For-Profit Corporation Law.

THIRD: The purposes for which Albany Via Media, Inc. are formed are: charitable, educational and religious, but not for the pecuniary profit or financial gain of its members, directors, officers or any other individual, except as permitted under Article 5 of the Not-For-Profit Corporation Law.

FOURTH: Albany Via Media, Inc. shall be a Type B corporation pursuant to §201 of the Not-For-Profit Corporation Law.

FIFTH: The office of Albany Via Media, Inc. is to be located in the County of Schenectady , State of New York .

SIXTH: The names and addresses of the initial directors of Albany Via Media, Inc. are:

NAME ADDRESS

James R. Brooks-McDonald 1229 Baker Avenue, Schenectady , NY 12309

Robert Dodd 58 Deer Track Lane , Hillsdale , NY 12529

Norman Hoffman 2276 Cayuga Road , Schenectady , NY 12309

Hallett Luscombe 13 Iowa Circle , Plattsburgh , NY 12903

Julie McPartlin 33 Hubbell Lane, Lake George , NY 12845

W. David McSwain 30 N. Ferry Street, Schenectady , NY 12305

Barbara Morgan P.O. Box 180 , Copake Falls , NY 12517

Charles Sheerin 57 Lenox Avenue , Albany , NY 12203

Christopher A. Smith 37 Division Street, Amsterdam , NY 12010

John T. Sorensen 20 Trinity Place, Plattsburgh , NY 12901

Claire Stahler 18 Overlook Drive, Queensbury, NY 12804

George Stahler 18 Overlook Drive, Queensbury, NY 12804

Keith C. St. John 83 Chatham Street, Nassau , NY 12123

SEVENTH: The Secretary of State is hereby designated as agent of Albany Via Media, Inc. upon whom process against it may be served. The address within or without this state to which the Secretary of State shall mail a copy of any process accepted on behalf of Albany Via Media, Inc. is: 83 Chatham Street, Nassau, New York 12123-2700.

EIGHTH: The name and street address in this state of the registered agent upon whom process against Albany Via Media, Inc. may be served is: Keith C. St. John, Esq., 83 Chatham Street , Nassau , New York 1213-2700.

NINTH: Notwithstanding any other provisions of these articles, Albany Via Media, Inc. is organized exclusively for one or more of the purposes as specified in §501(c)(3) of the Internal Revenue Code of 1954 (the “IRC”), and shall not carry on any activities not permitted to be carried on by a corporation exempt from Federal income tax under IRC §501(c)(3) or corresponding provisions of any subsequent Federal tax laws.

TENTH: No part of the net earnings of Albany Via Media, Inc. shall inure to the benefit of any member, trustee, director, officer of the corporation, or any private individual (except that reasonable compensation may be paid for services rendered to or for the corporation), and no member, trustee, officer of Albany Via Media, Inc. or any private individual shall be entitled to share in the distribution of any of the corporation assets on dissolution of the corporation.

ELEVENTH: No substantial part of the activities of Albany Via Media, Inc. shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRC §501(h)), and Albany Via Media, Inc. shall not participate in, or intervene in (including the publication or distribution of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

TWELFTH: In the event of dissolution, all of the remaining assets and property of Albany Via Media, Inc. shall, after necessary expenses thereof, be distributed to another organization exempt under IRC §501(c)(3), or corresponding provisions of any subsequent Federal tax laws, or to the Federal government, or state or local government for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of New York.

THIRTEENTH: In any taxable year in which Albany Via Media, Inc. is a private foundation as described in IRC §509(a), the corporation shall distribute its income for said period at such time and manner as not to subject it to tax under IRC §4942, retain any excess business holdings as defined in IRC §4943(c), (b) make any investments in such manner as to subject Albany Via Media, Inc. to tax under IRC §4944, or (c) make any taxable expenditures as defined in IRC §4945(d) or corresponding provisions of any subsequent Federal tax laws.

IN WITNESS WHEREOF, I, the sole incorporator, hereunto sign my name this 19^th day of November, 2003.

____________________________________

James R. Brooks-McDonald

1229 Baker Avenue

Schenectady , NY 12309

ACKNOWLEDGEMENT

STATE OF NEW YORK )

) ss.:

COUNTY OF WARREN )

On this 19^thday of November, 2003, before me, the undersigned, a Notary Public in and for said State, personally appeared James R. Brooks-McDonald, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

____________________________

NOTARY PUBLIC

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