MONEY TRANSMITTER REGULATORS ASSOCIATION, INC.

ARTICLE I

NAME

The name of the corporation is Money Transmitter Regulators Association, Inc.

ARTICLE II

NON-PROFIT CORPORATION

This corporation is a non-profit corporation and shall have all of the powers, duties, authorizations and responsibilities as provided in the Texas Non-Profit Corporation Act; provided, however, the corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity, that would invalidate its status as a corporation that is exempt from federal income taxation as an organization described in Section 501(c)(4) of the Internal Revenue Code of 1986, as amended, or corresponding provisions of any subsequent federal tax law (hereinafter referred to as the "Code").

ARTICLE III

DURATION

The period of the corporation's duration is perpetual.

ARTICLE IV

PURPOSE

Section (a). The purpose for which the corporation is formed is to enhance the ability of state regulatory authorities to protect the interests of consumers and maintain public confidence in the money transmitter industry.

Section (b). Further, this corporation shall operate exclusively for said purpose by engaging directly in support of such purpose or by making distributions to other organizations for use, by the distributees, in support of such purpose; and shall engage in any and all lawful activities incidental to the foregoing purpose, except as otherwise restricted herein.

Section (c). Notwithstanding any other provision of these Articles of Incorporation: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in Article IV (a) hereof. No director, officer, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.

ARTICLE V

DISTRIBUTION OF ASSETS UPON DISSOLUTION

Upon the dissolution of the corporation, or the winding up of its affairs, its assets shall be distributed to a successor chosen by the Board of Directors as long as it is tax exempt under Section 501 (c) of the Code, or corresponding section of any future federal tax code.

ARTICLE VI

INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial office of the corporation is 2601 North Lamar Boulevard, Austin, Texas 78705-4294, and the name of its initial registered agent at such address is Nanette Smith.

ARTICLE VII

DIRECTORS

The number of Directors constituting the initial Board of Directors of the corporation is four (4), and the names and addresses of those people who are to serve are:

Name Address

Nanette Smith 2601 North Lamar Boulevard

Austin, Texas 78705-4294

Karen Porter P. O. Box 30224

Lansing, Michigan 48909

Carl A. LaSusa 100 West Randolph

Suite 15-700

Chicago, Illinois 60601

Arlene B. Rutherford 111 Pine Street, Suite 1100

San Francisco, California 94111-5613

ARTICLE VIII

INDEMNIFICATION OF DIRECTORS

Pursuant to the Texas Miscellaneous Corporations Laws Act, Tex. Rev. Civ. Stat. Ann. art. 1302-7.06, a director of the corporation shall not be liable to the Corporation for monetary damages for an act or omission in the director's capacity as a director, except in the following instances:

a. A breach of loyalty by a director to the corporation or its members (if any);

b. An act or omission by the director for which the liability is expressly provided for by law.

c. An act or omission by the director not in good faith or that involves intentional misconduct or a knowing violation of the law; and

d. A transaction in which the director received an improper benefit whether or not the benefit resulted from an action taken within the scope of the director's office.

ARTICLE IX

INCORPORATION

The name and address of the incorporator is:

Nanette Smith

2601 North Lamar Boulevard

Austin, Texas 78705-4294

In witness whereof, I have hereunto set my hand on this _____ day of ____________, 1990.

____________________________

Nanette Smith

Adopted June 12, 1990