Board of Directors Meeting Minutes - September 22, 1997

Attachement II - Consent of Shareholder in Lieu of First Meeting of Shareholder

The undersigned, being the sale Shareholder of Universal Service Administrative Company, a Corporation organized and existing under the laws of the State of Delaware (the "Corporation"), acting pursuant to Section 228 of the Delaware General Corporation Law, does hereby consent to the following actions:

RESOLVED, that the certificate of incorporation of said Corporation was filed with the Secretary of State of Delaware on September 17,1997.

RESOLVED, that the following persons are hereby elected directors of the Corporation to serve until the next annual meeting and until their respective successors are duly elected and qualified, or until their prior death, resignation or removal:

Frank Gumper	Kevin Hess	Edwin Eichler
Donald Lynch	James Jackson	Tom Wheeler
Heather Burnett Gold	Lisa Rosenbloom	David Abramson
Anne Bryant	Henry Marockie	Brian Talbott
Kathleen Ouye	Jay Sanders	John Anthony Butler
Martha Hogerty	Allan Thoms

RESOLVED, that the directors and officers of the corporation be, and each of them hereby is, authorized and directed to execute and deliver any and all certificates, documents, papers or instruments and to do or cause to be done any and all acts and things. as such director or officer may deem necessary or desirable in order to carry out the organization of the Corporation and to commence and conduct the business thereof.

IN WITNESS WHEREOF, this Consent is executed this 18th day of September, 1997.

NATIONAL EXCHANGE CARRIER ASSOCIATION, INC.

By: David F. Hoyle, Secretary