TO: SECRETARY OF STATE OF NEW JERSEY STATE OF NEW JERSEY

THE UNDERSIGNED, being over the age of eighteen (18) years, for the purpose of forming a nonprofit corporation under Title 15A of the New Jersey Statutes, hereby executes the following Certificate of Incorporation:

FIRST: The name of the corporation is the Katzenbach Parents & Staff Educational Foundation, Inc.

SECOND:The Corporation shall be organized and operated exclusively for the purpose of encouraging, soliciting, seeking and accepting contributions of money, grants, endowments, and property, real and personal, tangible and intangible, and to maintain, use and apply the property to or for the benefit of charitable organizations or educational facilities whose purpose is to benefit deaf children, provided that the organizations or educational facilities supported are either charitable or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 as amended (or the corresponding provisions of any United States Internal Revenue Law).

THIRD: No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its trustees, officers, or other persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered to the Corporation, to make reimbursements for expenses incurred in conducting its affairs and carrying out its purposes, and to make payments and disbursements in furtherance of the purposes set forth herein.

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 (including the publishing or distribution of statements for) any political campaign on behalf of any candidate for public office except as authorized under the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law, all hereafter referred to as the Internal Revenue Code.

The Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, or (b) by a corporation,contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

FOURTH: The Corporation shall have no members.

FIFTH The method of electing trustees will be as set forth in the by-laws.

SIXTH: The number of trustees constituting the first Board is seven (7), and the names and addresses where mail is received by the persons to serve as such trustees are:

The By-Laws shall provide the number of trustees other than the first Board. The term of office for Trustees other than the members of the first Board of Trustees shall be three years.

SEVENTH: The actual location and address and the postal destination of the Corporation's initial registered office is c/o Sharon DeVito, 26 Charlene Court, Robbinsville, New Jersey, 08691 and the name of the Corporation's initial registered agent at such address is Sharon DeVito.

EIGHTH: The name and address of the incorporator is:

Sharon DeVito
26 Charlene Court
Robbinsville, NJ 08691

NINTH: The Corporation shall have all of the powers granted to nonprofit corporations by the laws of the State of New Jersey, as amended from time to time.

TENTH: Upon the dissolution of the Corporation, the Board of Trustees shall, after paying or making provision for payment of all existing valid liabilities of the Corporation, use of all of the assets of the Corporation to such other organization or organizations, as the Board of Trustees in its sole discretion shall determine, provided that the organization or organizations are organized and operated exclusively for charitable or educational purposes similar to those of this Corporation, and shall at the time  as an exempt organization or organizations under the Internal Revenue Code. Any such assets not so disposed of shall be disposed of by the Superior Court of New Jersey, Chancery Division, exclusively to such organizations, as the Court shall determine, which are organized and operated exclusively for such purposes. No part of the assets of the Corporation may be distributed to any trustee or officer.

ELEVENTH: Every current or former corporate, agent of the Corporation (as defined in N.J.S. 15A:3-4) shall be entitled to indemnification to the full extent provided in the New Jersey Nonprofit Corporation Act as in effect from time to time. The Corporation may purchase insurance for indemnification.

TWELFTH: The effective date of this Certificate of Incorporation shall be the date same is filed in the Office of the Secretary of State of the State of New Jersey.

I the incorporator of the above-named Corporation, have signed this Certificate of Incorporation on the day of 1998.

Sharon DeVito
Incorporator